**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2023or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-206847-01**

**Central Index Key Number of the issuing entity:0001665081**

**Morgan Stanley Bank of AmericaMerrill Lynch Trust 2016-C28**

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

** **

**Central Index Key Number of the depositor: 0001005007**

**Banc of America Merrill LynchCommercial Mortgage Inc.**

**(exact name of the depositor as specified in itscharter)**

** **

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

**Bank of America, NationalAssociation**

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

** **

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

**Morgan Stanley Mortgage CapitalHoldings LLC**

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

** **

**Central Index Key Number of the sponsor: 0001548567**

**CIBC Inc.**

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

** **

**Central Index Key Number of the sponsor: 0001682532**

**Starwood Mortgage Funding III LLC**

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

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-3991327**

**38-3991328**

**38-7145089**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Computershare Trust Company, National Association, as agent for**

**Wells Fargo Bank,National Association**

**as CertificateAdministrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principal executive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(646) 855-3953**

Securities registered pursuant to Section 12(b) of the Act:

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

 

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                     Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of theAct, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements. o

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

The Princeton Pike Corporate Center MortgageLoan, which constituted approximately 5.2% of the asset pool of the issuingentity as of its cut-off date, is an asset of the issuing entity and is part ofa loan combination that includes the Princeton Pike Corporate Center MortgageLoan and two other *pari passu* loans, which are not assets of the issuingentity. This loan combination, including the Princeton Pike Corporate CenterMortgage Loan, is being serviced and administered pursuant to the Pooling andServicing Agreement, which is incorporated by reference as Exhibit 4.1 to thisAnnual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the University West Apartments Mortgage Loan,which constituted approximately 1.9% of the asset pool of the issuing entity asof its cut-off date.  The University West Apartments Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theUniversity West Apartments Mortgage Loan and one other *pari passu* loan,which is not an asset of the issuing entity. The other *pari passu*portion of the loan combination was securitized in the Morgan Stanley Bank ofAmerica Merrill Lynch Trust 2015-C27 transaction, Commission File Number333-180779-20 (the “MSBAM 2015-C27 Transaction”). This loan combination,including the University West Apartments Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the MSBAM2015-C27 Transaction, which is incorporated by reference as Exhibit 4.2 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Ellenton Premium Outlets Mortgage Loan,which constituted approximately 7.5% of the asset pool of the issuing entity asof its cut-off date.  The Ellenton Premium Outlets Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theEllenton Premium Outlets Mortgage Loan and three other *pari passu* loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the Morgan Stanley Capital I Trust 2015-UBS8transaction, Commission File Number 333-180779-21 (the “MSC 2015-UBS8Transaction”). This loan combination, including the Ellenton PremiumOutlets Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the MSC 2015-UBS8 Transaction, which isincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Penn Square Mall Mortgage Loan, whichconstituted approximately 9.4% of the asset pool of the issuing entity as ofits cut-off date.  The Penn Square Mall Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Penn SquareMall Mortgage Loan and two other *pari passu* loans and one subordinatecompanion loan, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the Morgan Stanley Capital ITrust 2016-PSQ transaction (the “MSC 2016-PSQ Transaction”). This loancombination, including the Penn Square Mall Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the MSC2016-PSQ Transaction, which is incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement, the primaryservicer of the University West Apartments Mortgage Loan and the primaryservicer and special servicer of the Penn Square Mall Mortgage Loan. As aresult, Wells Fargo Bank, National Association is a “servicer” as defined inItem 1108(a)(2)(iii) of Regulation AB, in the capacities described above,because it is servicing mortgage loans that constituted 10% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the Penn Square Mall Mortgage Loan, the EllentonPremium Outlets Mortgage Loan and the University West Apartments MortgageLoan.  As a result, Wells Fargo Bank, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Wells Fargo Bank,National Association in the capacities described above are listed in theExhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Ellenton Premium Outlets MortgageLoan.  Pursuant to the pooling and servicing agreement for the MSC2015-UBS8 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe Ellenton Premium Outlets Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

U.S. Bank National Associationacts as trustee of  the mortgage loans serviced under the Pooling andServicing Agreement.  Pursuant to the Pooling and Servicing Agreement, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party includedItem 1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of  the mortgage loans servicedunder the Pooling and Servicing Agreement have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Wilmington Trust, NationalAssociation acts as trustee of the University West Apartments Mortgage Loan andthe Penn Square Mall Mortgage Loan.  Pursuant to the pooling and servicingagreement for the MSBAM 2015-C27 Transaction and the trust and servicingagreement for the MSC 2016-PSQ Transaction, the trustee is required to providean assessment of compliance with applicable servicing criteria solely withrespect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of fundsor guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the University West ApartmentsMortgage Loan and the Penn Square Mall Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the University West Apartments MortgageLoan and the Penn Square Mall Mortgage Loan to remit tax payments received fromthe escrow accounts of borrowers to local taxing authorities, to report taxamounts due, to verify tax parcel information, and to verify non-escrow taxpayments. These servicing functions are included within the servicing criteriaset forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of “servicer” set forth inItem 1101(j) of Regulation AB that looks to the functions that an entityperforms, this vendor is a “servicer” for the purposes of Item 1122 of RegulationAB.  *See* Compliance and Disclosure Interpretations, Section 301.01(Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria, accountants’ attestation report and servicer compliancestatement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the University WestApartments Mortgage Loan, the Ellenton Premium Outlets Mortgage Loan and thePenn Square Mall Mortgage Loan are omitted from this Annual Report on Form 10-Kas the certificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the University West Apartments Mortgage Loan andthe Ellenton Premium Outlets Mortgage Loan, (i) the reports on assessment ofcompliance with servicing criteria and attestation reports on assessment ofcompliance with servicing criteria of CWCapital Asset Management LLC as specialservicer of the University West Apartments Mortgage Loan and Situs Holdings,LLC as trust advisor of the University West Apartments Mortgage Loan, listed onthe Exhibit Index are omitted from this Annual Report on Form 10-K as they arenot required to be included on this Annual Report on Form 10-K per Instruction3 to Item 1122 of Regulation AB because they are parties performing activitiesthat address servicing criteria relating to 5% or less of the assets of theissuing entity; and (ii) the servicer compliance statements of CWCapital AssetManagement LLC as special servicer of the University West Apartments MortgageLoan, Midland Loan Services, a Division of PNC Bank, National Association asprimary servicer of the Ellenton Premium Outlets Mortgage Loan and RialtoCapital Advisors, LLC as special servicer of the Ellenton Premium OutletsMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required by Item 1123 of Regulation AB to beincluded on this Annual Report on Form 10-K because they are each anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**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.**

Not applicable.

**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 ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accountant Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no materialpending legal proceeding involving the trust or any party related to the trust,other than routine litigation incidental to the duties of those respectiveparties, and the following, with respect to U.S. Bank National Association, astrustee, and Wells Fargo Bank, National Association, as trustee, certificateadministrator and custodian.

U.S.Bank National Association (“U.S. Bank”) and other large financial institutionshave been sued in their capacity as trustee or successor trustee for certainresidential mortgage backed securities ("RMBS") trusts.  Thecomplaints, primarily filed by investors or investor groups against U.S. Bankand similar institutions, allege the trustees caused losses to investors as aresult of alleged failures by the sponsors, mortgage loan sellers and servicersto comply with the governing agreements for these RMBS trusts.  Plaintiffsgenerally assert causes of action based upon the trustees’ purported failuresto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties, notify securityholders of purported eventsof default allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.  

U.S. Bank denies liability and believes that it has performedits obligations under the RMBS trusts in good faith, that its actions were notthe cause of losses to investors, that it has meritorious defenses, and it hascontested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities asindenture trustee and successor special servicer, and three other institutionsin their respective transaction capacities, with respect to the DSTs and theStudent Loans.  This lawsuit is captioned The National Collegiate StudentLoan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No.2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amendedon June 15, 2018, alleged that the DSTs have been harmed as a result ofpurported misconduct or omissions by the defendants concerning administrationof the trusts and special servicing of the Student Loans.  Since thefiling of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claimsvigorously.  

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork, IKB International and IKB Deutsche Industriebank (together, IKB) in NewYork state court, and Park Royal I LLC and Park Royal II LLC in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG each appealed the district court’s decision tothe United States Court of Appeals for the Second Circuit. Phoenix Lightdismissed its appeal in May 2023, terminating its case. In November 2023, WellsFargo 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 byinstitutional investors and an action filed by the National Credit UnionAdministration with similar allegations.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on February 25, 2016 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the University West ApartmentsMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the MSBAM 2015-C27 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule X to thepooling and servicing agreement for the MSBAM 2015-C27 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSBAM2015-C27 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Ellenton Premium Outlets MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the MSC 2015-UBS8 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule X to thepooling and servicing agreement for the MSC 2015-UBS8 Transaction incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSC2015-UBS8 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Penn Square Mall Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the MSC 2016-PSQ Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the MSC 2016-PSQ Transaction incorporated by referenceas Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the MSC 2016-PSQ Transactionresponsible for each applicable servicing criteria set forth in Item 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibit and Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of February 1,2016, by and among Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, Wells Fargo Bank, National Association, as Master Servicer, C-IIIAsset Management LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, U.S. Bank National Association, asTrustee, Park Bridge Lender Services LLC, as Operating Advisor, and Park BridgeLender Services LLC, as Asset Representations Reviewer (filed as Exhibit 4.1 tothe registrant’s Current Report on Form 8-K/A filed on March 8, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of November 1,2015, by and among Morgan Stanley Capital I Inc., as Depositor, Wells FargoBank, National Association, as Master Servicer, CWCapital Asset Management LLC,as Special Servicer, Situs Holdings, LLC, as Trust Advisor, Wilmington Trust,National Association, as Trustee, and Wells Fargo Bank, National Association,as Certificate Administrator, Certificate Registrar, Authenticating Agent andCustodian (filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-Kfiled on February 25, 2016 under Commission File No. 333-206847-01 andincorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of December 1,2015, by and among Morgan Stanley Capital I Inc., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Rialto Capital Advisors, LLC, as Special Servicer, Situs Holdings, LLC, TrustAdvisor, and Wells Fargo Bank, National Association, as Trustee, CertificateAdministrator, Certificate Registrar, Authenticating Agent and Custodian (filedas Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on February25, 2016 under Commission File No. 333-206847-01 and incorporated by referenceherein).

4.4          Trust and Servicing Agreement, dated as of February 1,2016, by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,National Association, as Servicer and Special Servicer, Wilmington Trust,National Association, as Trustee and Wells Fargo Bank, National Association, asCertificate Administrator (filed as Exhibit 4.2 to the registrant’s CurrentReport on Form 8-K filed on February 25, 2016 under Commission File No.333-206847-01 and incorporated by reference herein).

4.5          Amended And Restated Agreement Between Note Holders,dated as of April 21, 2016, by and between U.S. Bank National Association, asTrustee for Morgan Stanley Bank  of America Merrill Lynch Trust 2016-C28,Commercial Mortgage Pass-Through Certificates, Series 2016-C28, as Note A-1Holder, Wells Fargo Bank, National Association, as Trustee for Morgan StanleyCapital I Trust 2016-UBS9, Commercial Mortgage Pass-Through Certificates,Series 2016-UBS9, as Note A-2 Holder, Morgan Stanley Bank, N.A., as Note A-3Holder, and Morgan Stanley Bank, N.A., as Note A-4 Holder (filed as Exhibit4.12 to the registrant’s Current Report on Form 8-K filed on April 27, 2016under Commission File No. 333-206847-01 and incorporated by reference herein).

4.6          Agreement Between Note Holders, dated as of October 28,2015, by and between Bank of America, N.A., as Initial Note A-1 Holder, andBank of America, N.A., as Initial Note A-2 Holder (filed as Exhibit 4.11 to theregistrant’s Current Report on Form 8-K filed on February 25, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein).

4.7          Agreement Between Note Holders, dated as of November 5,2015, by and between UBS Real Estate Securities Inc., as Initial Note A-1Holder, UBS Real Estate Securities Inc., as Initial Note A-2 Holder, UBS RealEstate Securities Inc., as Initial Note A-3 Holder, and Bank of America, N.A.,as Initial Note A-4 Holder (filed as Exhibit 4.9 to the registrant’s CurrentReport on Form 8-K filed on February 25, 2016 under Commission File No.333-206847-01 and incorporated by reference herein).

4.8          Agreement Between Note Holders, dated as of February 11,2016, by and between Morgan Stanley Bank, N.A., as Initial Note A-1A Holder,Morgan Stanley Bank, N.A., as Initial Note A-1B Holder, Morgan Stanley Bank,N.A., as Initial Note A-1C Holder, and Morgan Stanley Bank, N.A., as InitialNote A-2 Holder (filed as Exhibit 4.8 to the registrant’s Current Report onForm 8-K filed on February 25, 2016 under Commission File No. 333-206847-01 andincorporated by reference herein).

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

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

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer

33.3        U.S. Bank National Association, as Trustee (Omitted. See Explanatory Notes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Park Bridge Lender Services LLC, as OperatingAdvisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit33.1)

33.11      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Princeton Pike CorporateCenter Mortgage Loan (see Exhibit 33.2)

33.12      U.S. Bank National Association, as Trustee of the Princeton Pike CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit33.5)

33.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit 33.6)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.17      Wells Fargo Bank, National Association, as PrimaryServicer of the University West Apartments Mortgage Loan (see Exhibit 33.1)

33.18      CWCapital Asset Management LLC, as Special Servicer of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

33.19      Wilmington Trust, National Association, as Trustee of the University West ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

33.20      Wells Fargo Bank, National Association, asCustodian of the University West Apartments Mortgage Loan (see Exhibit 33.5)

33.21      Situs Holdings, LLC, as Trust Advisor of the University West ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

33.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the University West Apartments Mortgage Loan (see Exhibit 33.7)

33.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ellenton Premium OutletsMortgage Loan

33.25      Rialto Capital Advisors, LLC, as Special Servicerof the Ellenton Premium Outlets Mortgage Loan

33.26      Wells Fargo Bank, National Association, as Trustee of the Ellenton Premium OutletsMortgage Loan (Omitted. See Explanatory Notes.)

33.27      Wells Fargo Bank, National Association, asCustodian of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 33.5)

33.28      Park Bridge Lender Services LLC, as OperatingAdvisor of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 33.6)

33.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.30      Wells Fargo Bank, National Association, as PrimaryServicer of the Penn Square Mall Mortgage Loan (see Exhibit 33.1)

33.31      Wells Fargo Bank, National Association, as SpecialServicer of the Penn Square Mall Mortgage Loan (see Exhibit 33.1)

33.32      Wilmington Trust, National Association, as Trustee of the Penn Square MallMortgage Loan (Omitted. See Explanatory Notes.)

33.33      Wells Fargo Bank, National Association, asCustodian of the Penn Square Mall Mortgage Loan (see Exhibit 33.5)

33.34      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Penn Square Mall Mortgage Loan (see Exhibit 33.7)

33.35      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer

34.3        U.S. Bank National Association, as Trustee (Omitted. See Explanatory Notes.)

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Park Bridge Lender Services LLC, as OperatingAdvisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit34.1)

34.11      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Princeton PikeCorporate Center Mortgage Loan (see Exhibit 34.2)

34.12      U.S. Bank National Association, as Trustee of the Princeton Pike CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit34.5)

34.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit 34.6)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.17      Wells Fargo Bank, National Association, as PrimaryServicer of the University West Apartments Mortgage Loan (see Exhibit 34.1)

34.18      CWCapital Asset Management LLC, as Special Servicer of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

34.19      Wilmington Trust, National Association, as Trustee of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

34.20      Wells Fargo Bank, National Association, asCustodian of the University West Apartments Mortgage Loan (see Exhibit 34.5)

34.21      Situs Holdings, LLC, as Trust Advisor of the University West ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

34.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the University West Apartments Mortgage Loan (see Exhibit 34.7)

34.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ellenton Premium OutletsMortgage Loan

34.25      Rialto Capital Advisors, LLC, as Special Servicerof the Ellenton Premium Outlets Mortgage Loan

34.26      Wells Fargo Bank, National Association, as Trustee of the Ellenton PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

34.27      Wells Fargo Bank, National Association, asCustodian of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 34.5)

34.28      Park Bridge Lender Services LLC, as OperatingAdvisor of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 34.6)

34.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.30      Wells Fargo Bank, National Association, as PrimaryServicer of the Penn Square Mall Mortgage Loan (see Exhibit 34.1)

34.31      Wells Fargo Bank, National Association, as SpecialServicer of the Penn Square Mall Mortgage Loan (see Exhibit 34.1)

34.32      Wilmington Trust, National Association, as Trustee of the Penn Square MallMortgage Loan (Omitted. See Explanatory Notes.)

34.33      Wells Fargo Bank, National Association, asCustodian of the Penn Square Mall Mortgage Loan (see Exhibit 34.5)

34.34      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Penn Square Mall Mortgage Loan (see Exhibit 34.7)

34.35      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit 35.1)

35.6        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Princeton PikeCorporate Center Mortgage Loan (see Exhibit 35.2)

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the University West Apartments Mortgage Loan (see Exhibit 35.1)

35.8        CWCapital Asset Management LLC, as Special Servicer of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

35.9        Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the Ellenton Premium Outlets Mortgage Loan (Omitted. SeeExplanatory Notes.) 

35.10      Rialto Capital Advisors, LLC, as Special Servicer of the Ellenton PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

35.11      Wells Fargo Bank, National Association, as PrimaryServicer of the Penn Square Mall Mortgage Loan (see Exhibit 35.1)

35.12      Wells Fargo Bank, National Association, as SpecialServicer of the Penn Square Mall Mortgage Loan (see Exhibit 35.1)

99.1         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc. andBank of America, National Association (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on February 25, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc. andMorgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.2 to theregistrant’s Current Report on Form 8-K filed on February 25, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc. andCIBC Inc. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-Kfiled on February 25, 2016 under Commission File No. 333-206847-01 andincorporated by reference herein)

99.4         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc.,Starwood Mortgage Funding III LLC, and Starwood Mortgage Capital LLC (filed asExhibit 99.4 to the registrant’s Current Report on Form 8-K filed on February25, 2016 under Commission File No. 333-206847-01 and incorporated by referenceherein)

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Banc of America Merrill LynchCommercial Mortgage Inc.(Depositor)

/s/ Leland F. Bunch, III

Leland F.Bunch, III, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 12, 2024