**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, 2018 OR**

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

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

 

 

 

**Commission file number:333-206582-02**

 

**Central Index Key Number of the issuingentity:0001669990**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2016-C29**

**(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:0001102113**

 

**Bank of America, National Association**

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

 

**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:0001682532**

 

**Starwood Mortgage Funding III LLC**

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

 

**Central Index Key Number of the sponsor:0001089877**

 

**KeyBank National Association**

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

 

| **New York**                                                        | **38‐3991402  38‐3991403  38‐7145119** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**             |

 

**c/o Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

  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 and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

Not applicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

  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 haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

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.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, 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**The MSBAM 2016-C29 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):• the Grove City Premium Outlets mortgage loan, which is serviced pursuant tothe BACM 2016-UBS10 pooling and servicing agreement attached hereto as Exhibit4.4;

• the Penn Square Mall mortgage loan, which is serviced pursuant to the MSC2016-PSQ pooling and servicing agreement attached hereto as Exhibit 4.2; and• the Le Meridien Cambridge MIT mortgage loan and the Princeton Pike CorporateCenter mortgage loan, which were serviced pursuant to the MSBAM 2016-C28pooling and servicing agreement attached hereto as Exhibit 4.3.Except as set forth below, each of the parties to each pooling and servicingagreement listed in the Exhibit Index both (1) participates in the servicingfunction for purposes of Item 1122 of Regulation AB and (2) constitutes aservicer that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB for purposes of Item 1123 of Regulation AB:

 

• Thetrustee under a pooling and servicing agreement has a nominal role with respectto the mortgage pool securitized pursuant to such pooling and servicingagreement. The trustee’s only servicing function is the contingent obligationto make certain advances if the master servicer under such pooling andservicing agreement fails to do so, while all other servicing functions areperformed by other parties. The trustee under each of the pooling and servicingagreements listed in the Exhibit Index has confirmed to the registrant that ithas not made any such contingent advances during the reporting period, andconsequently, each such trustee does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 of RegulationAB or for purposes of Item 1123 of Regulation AB.

 

• Thecertificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction. Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.

 

• Theoperating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement. The operating advisor under a pooling and servicing agreement doesnot have any obligations with respect to any other transaction and is solelyobligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently,the operating advisor under an Outside Pooling and Servicing Agreement neitherparticipates in the servicing function for purposes of Item 1122 of RegulationAB nor performs the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB. In addition, while the operating advisor under a pooling andservicing agreement has certain reporting obligations in respect of the relatedmortgage pool, it has no obligation to collect or disburse funds in respect ofthe mortgage pool or to administer any of the underlying mortgage loans.Consequently, the operating advisor under a pooling and servicing agreementparticipates in the servicing function for purposes of Item 1122 of RegulationAB, but is not responsible for the “management or collection of the pool assetsor making allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101 of Regulation ABand does not perform the functions of a servicer for purposes of Item 1123 ofRegulation AB.

 

• Theasset representations reviewer under a pooling and servicing agreement has alimited obligation to review certain delinquent mortgage loans after a specifieddelinquency threshold has been met and the required percentage ofcertificateholders vote to direct a review of such delinquent mortgage loans,and has no obligation to collect or disburse funds in respect of the mortgagepool, to administer any of the underlying mortgage loans or to perform anyservicing function.  Consequently, the asset representations reviewerunder a pooling and servicing agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 

• WellsFargo Bank, National Association, is the special servicer under the MSC2016-PSQ pooling and servicing agreement, pursuant to which the Penn SquareMall mortgage loan is serviced. Because Wells Fargo Bank, National Associationis not the MSBAM 2016-C29 special servicer, is not affiliated with any sponsorand services only the Penn Square Mall mortgage loan, which constitutes morethan 5% but less than 10% of the mortgage pool, Wells Fargo Bank, NationalAssociation, as MSC 2016-PSQ special servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

• C-IIIAsset Management LLC, is the special servicer under the MSBAM 2016-C28 poolingand servicing agreement, pursuant to which the Le Meridien Cambridge MIT andPrinceton Pike Corporate Center mortgage loans are serviced. Because C-IIIAsset Management LLC is not the MSBAM 2016-C29 special servicer, is notaffiliated with any sponsor and services only the Le Meridien Cambridge MIT andPrinceton Pike Corporate Center mortgage loans, which collectively constituteless than 5% of the mortgage pool, C-III Asset Management LLC, as MSBAM2016-C28 special servicer, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:

 

• WellsFargo Bank, National Association, as master servicer, engaged the services ofKeyBank National Association, as a sub-servicer in respect of the entiremortgage pool for the reporting period.

• Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Commercial Real Estate Services, Inc. and National TaxSearch, LLC, in each case as a servicing function participant in respect of theentire mortgage pool for the reporting period.

• Wells Fargo Bank, National Association, as master servicer under the BACM2016-UBS10 pooling and servicing agreement, pursuant to which the Grove CityPremium Outlets mortgage loan is serviced, engaged the services of Midland LoanServices, a Division of PNC Bank, National Association, CoreLogic CommercialReal Estate Services, Inc. and National Tax Search, LLC, in each case as aservicing function participant in respect of the Grove City Premium Outletsmortgage loan for the reporting period.

 

• WellsFargo Bank, National Association, as master servicer and special servicer underthe MSC 2016-PSQ trust and servicing agreement, pursuant to which the PennSquare Mall mortgage loan is serviced, engaged the services of CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the Penn Square Mallmortgage loan for the reporting period.

 

• Wells Fargo Bank, National Association, as master servicer underthe MSC 2016-C28 pooling and servicing agreement, pursuant to which the LeMeridien Cambridge MIT mortgage loan and Princeton Pike Corporate Centermortgage loan are serviced, engaged the services of CoreLogic Commercial RealEstate Services, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the Le Meridien Cambridge MIT mortgage loanand the Princeton Pike Corporate Center mortgage loan for the reporting period.

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **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.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **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.                                                                                                               |
|              |                                                                                                                |   |

 

| **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 Accounting Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Not applicable.

 

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

 

Noentity or group of affiliated entities provides any enhancement or othersupport for 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.**

 

The registrant knows of nolegal proceeding pending against the sponsors, depositor, trustee, issuing entity,servicer contemplated by Item 1108(a)(3) of Regulation AB, originatorcontemplated by Item 1110(b) of Regulation AB, or other party contemplated byItem 1100(d)(1) of Regulation AB, or of which any property of the foregoing isthe subject, that is material to security holders, other than as disclosed inthe prospectus of the issuing entity filed in a 424(b)(2) filing dated May 5,2016, and other than as follows:

 

Since June 18, 2014, a groupof institutional investors have filed civil complaints in the Supreme Court ofthe State of New York, New York County, and later the U.S. District Court forthe Southern District of New York against Wells Fargo Bank, N.A., (“Wells FargoBank”) in its capacity as trustee for certain residential mortgage backed securities(“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that thetrustee caused losses to investors and asserted causes of action based upon,among other things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought included money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. Wells Fargo Bank hasreached an agreement, in which it denies any wrongdoing, to resolve theseclaims on a classwide basis for the 271 RMBS trusts currently at issue. The settlementagreement is subject to court approval. Separate lawsuits against Wells FargoBank making similar allegations filed by certain other institutional investorsconcerning 57 RMBS trusts in New York federal and state court are not coveredby the agreement. With respect to the foregoing litigations, Wells Fargo Bankbelieves plaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBStrusts.

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”) filed suitin the Supreme Court of New York, County of New York, against KeyBank NationalAssociation and Berkadia Commercial Mortgage LLC (collectively, the “CIBC18Servicers”). The suit was filed derivatively on behalf of the CIBC18 Trust. Theaction was brought in connection with the CIBC18 Servicers’ determination ofthe fair value of a loan, secured by the Bryant Park Hotel in New York City,held by the CIBC18 Trust and sold to an assignee of the CIBC18 Trust’sdirecting certificateholder, pursuant to an exercise of the fair value optionset forth in the pooling and servicing agreement governing the CIBC18 Trust.There can be no assurances as to the outcome of the action or the possibleimpact of the litigation on the CIBC18 Servicers. Both CIBC18 Servicers denyliability, believe that they performed their obligations in accordance with theterms of the pooling and servicing agreement applicable to the CIBC18 Trust,and have contested the claims asserted against them, filing a motion to dismissthe case. On November 28, 2016, the motion to dismiss was granted. Theplaintiff certificateholder filed an appeal, and the appeal is pending. In thefirst quarter of 2018, the case was fully dismissed and is no longer pending.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(2) filing dated May 5, 2016,(i) Wells Fargo Bank, National Association, the master servicer under the BACM2016-UBS10 pooling and servicing agreement, pursuant to which the Grove CityPremium Outlets mortgage loan is serviced, is also the MSBAM 2016-C29 masterservicer, the master servicer under the MSC 2016-PSQ trust and servicingagreement, pursuant to which the Penn Square Mall mortgage loan is serviced,and the master servicer under the MSBAM 2016-C28 pooling and servicingagreement, pursuant to which the Le Meridien Cambridge MIT and Princeton PikeCorporate Center mortgage loans are serviced; (ii) Rialto Capital Advisors,LLC, the special servicer under the BACM 2016-UBS10 pooling and servicingagreement, pursuant to which the Grove City Premium Outlets mortgage loan isserviced, is also the MSBAM 2016-C29 special servicer; and (iii) Wells FargoBank, National Association, the custodian under the BACM 2016-UBS10 pooling andservicing agreement, pursuant to which the Grove City Premium Outlets mortgageloan is serviced, is also the MSBAM 2016-C29 custodian and the custodian undereach Outside Pooling and Servicing Agreement pursuant to which the outsideserviced mortgage loans are currently serviced.

 

**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.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division ofPNC Bank National Association discloses that a material instance ofnoncompliance occurred, as described below:

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported numbers due to thefollowing: (1) the initial setup files contained information at the assetlevel, and Midland was required to manually compile the information to presentit at the loan level as required by Schedule AL; and (2) certain reportingrequirements required manual processing by Midland, including the use ofvarious data computation formulas, quality control checks and analysis.

 

The identified instances did not involve the servicingof assets included in this securitization.

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland is currently remediating the Schedule ALreporting for the CMBS transactions found to be incorrect, and will be makingimprovements to its systems, processes and procedures to support its ScheduleAL reporting obligations.

 

**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 1,2016, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, certificate registrar, authenticating agent and custodian,Wilmington Trust, National Association, as trustee, and Park Bridge LenderServices LLC, as operating advisor and asset representations reviewer (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K filed on May 5, 2016under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(4.2)Trustand Servicing Agreement, dated as of February 1, 2016, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer,special servicer and certificate administrator, and Wilmington Trust, NationalAssociation, as trustee, relating to the MSC 2016-PSQ securitizationtransaction, pursuant to which the Penn Square Mall Mortgage Loan is serviced(filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K filed onMay 5, 2016 under SEC File No. 333-206582-02 and incorporated by referenceherein).

 

(4.3)Poolingand Servicing Agreement, dated as of February 1, 2016, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, C-III Asset Management LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, U.S. Bank National Association, as trustee, Park Bridge LenderServices LLC, as operating advisor, and Park Bridge Lender Services LLC, asasset representations reviewer, relating to the MSBAM 2016-C28 securitizationtransaction, pursuant to which the Le Meridien Cambridge MIT Mortgage Loan andthe Princeton Pike Corporate Center Mortgage Loan are serviced (filed asExhibit 4.4 to the registrant's Current Report on Form 8-K filed on May 5, 2016under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(4.4)Poolingand Servicing Agreement, dated as of June 1, 2016, between Banc of America MerrillLynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, Rialto Capital Advisors, LLC, as specialservicer, Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer, Wells Fargo Bank, National Association, as custodian,certificate administrator, certificate registrar and authenticating agent, andWilmington Trust, National Association, as trustee, relating to the BACM2016-UBS10 securitization transaction, pursuant to which the Grove City PremiumOutlets Mortgage Loan is serviced (filed as Exhibit 4.5 to the registrant'sCurrent Report on Form 8-K filed on June 13, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(31)  Rule13a-14(d)/15d-14(d) Certification.

 

(33)  Reports on assessment ofcompliance with servicing criteria for asset-backed securities.

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

33.2  Wells Fargo Bank, National Association, as Custodian 

33.3  Wells Fargo Bank, National Association, as MasterServicer 

33.4  Rialto Capital Advisors, LLC, as Special Servicer

33.5  Park Bridge Lender Services LLC, as Operating Advisor

33.6  KeyBank National Association, as Primary Servicer

33.7  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

33.8  National Tax Search, LLC, as Servicing FunctionParticipant

33.9  Midland Loan Services, a Division of PNC Bank,National Association, as Servicing Function Participant

33.10  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18) (see Exhibit 33.3) 

33.11 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18) (see Exhibit 33.9)

33.12  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.13  National Tax Search, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18) (see Exhibit 33.8) 

33.14  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/18 to12/31/18) (see Exhibit 33.3) 

33.15  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.16  National Tax Search, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/18 to12/31/18) (see Exhibit 33.8) 

33.17  Wells Fargo Bank, National Association, as Master Servicerunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Le Meridien Cambridge MIT (from1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 33.3) 

33.18  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/18 to 12/31/18) and Princeton Pike CorporateCenter (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.19  National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Le Meridien Cambridge MIT(from 1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 33.8) 

33.20  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 33.4) 

33.21  Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/18 to12/31/18) (see Exhibit 33.3) 

33.22  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.23  National Tax Search, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/18 to 12/31/18) (see Exhibit 33.8) 

33.24  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.25  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced by such party: Penn Square Mall (from 1/1/18 to 12/31/18)(see Exhibit 33.2) 

33.26  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Le Meridien Cambridge MIT (from1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 33.2) 

 

(34). Attestation reportson assessment of compliance with servicing criteria for asset-backedsecurities.

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

34.2  Wells Fargo Bank, National Association, as Custodian 

34.3  Wells Fargo Bank, National Association, as MasterServicer 

34.4  Rialto Capital Advisors, LLC, as Special Servicer

34.5  Park Bridge Lender Services LLC, as Operating Advisor

34.6  KeyBank National Association, as Primary Servicer

34.7  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

34.8  National Tax Search, LLC, as Servicing FunctionParticipant

34.9  Midland Loan Services, a Division of PNC Bank,National Association, as Servicing Function Participant

34.10  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18) (see Exhibit 34.3) 

34.11 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18) (see Exhibit 34.9)

34.12  CoreLogic Commercial Real Estate Services, Inc., as ServicingFunction Participant under the BACM 2016-UBS10 securitization, pursuant towhich the following mortgage loans were serviced by such party: Grove CityPremium Outlets (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.13  National Tax Search, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18) (see Exhibit 34.8) 

34.14  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/18 to12/31/18) (see Exhibit 34.3) 

34.15  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.16  National Tax Search, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/18 to 12/31/18) (see Exhibit 34.8) 

34.17  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Le Meridien Cambridge MIT (from1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 34.3) 

34.18  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/18 to 12/31/18) and Princeton Pike Corporate Center(from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.19  National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Le Meridien Cambridge MIT(from 1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 34.8) 

34.20  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 34.4) 

34.21  Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/18 to12/31/18) (see Exhibit 34.3) 

34.22  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.23  National Tax Search, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/18 to 12/31/18) (see Exhibit 34.8) 

34.24  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 34.2) 

34.25  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced by such party: Penn Square Mall (from 1/1/18 to 12/31/18)(see Exhibit 34.2) 

34.26  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Le Meridien Cambridge MIT (from1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 34.2) 

 

(35). Servicercompliance statement.

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

35.2  Wells Fargo Bank, National Association, as Custodian 

35.3  Wells Fargo Bank, National Association, as Master Servicer

35.4  Rialto Capital Advisors, LLC, as Special Servicer

35.5  KeyBank National Association, as Primary Servicer

35.6 Midland Loan Services,a Division of PNC Bank, National Association, as Servicing Function Participant

35.7  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/18 to 12/31/18)

35.8 Midland Loan Services,a Division of PNC Bank, National Association, as Servicing Function Participantunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 35.6)

35.9  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/18 to12/31/18)

35.10  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Le Meridien Cambridge MIT(from 1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18)

35.11  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18)

35.12  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 35.2) 

35.13  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced by such party: Penn Square Mall (from 1/1/18 to 12/31/18)(see Exhibit 35.2) 

35.14  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Le Meridien Cambridge MIT (from1/1/18 to 12/31/18) and Princeton Pike Corporate Center (from 1/1/18 to12/31/18) (see Exhibit 35.2) 

 

(99.1)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc. and Bank of America, National Association(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed onMay 5, 2016 under SEC File No. 333-206582-02 and incorporated by referenceherein).

 

(99.2)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc., Starwood Mortgage Funding III LLC andStarwood Mortgage Capital LLC (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc. and KeyBank National Association (filedas Exhibit 99.4 to the registrant's Current Report on Form 8-K filed on May 5,2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of April 19,2016, between Bank of America, N.A., as Initial Note A-1 Holder and Bank ofAmerica, N.A., as Initial Note A-2 Holder, relating to the 300 Four Falls loancombination (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(99.6)Agreement Between Note Holders, dated as of November 5,2015, between Bank of America, N.A., as Initial Note A-1 Holder, UBS RealEstate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the Gulfport PremiumOutlets loan combination (filed as Exhibit 99.6 to the registrant's CurrentReport on Form 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 andincorporated by reference herein).

 

(99.7)Amended and Restated Agreement Between Note Holders,dated as of March 8, 2016, between Wells Fargo Bank, National Association, asMSC 2015-UBS8 trustee, as Note A-1 Holder, UBS Real Estate Securities Inc., asInitial Note A-2 Holder, UBS Real Estate Securities Inc., as Initial Note A-3Holder, UBS Real Estate Securities Inc., as Initial Note A-4 Holder, and Bankof America, National Association, as Initial Note A-5 Holder, relating to theGrove City Premium Outlets loan combination (filed as Exhibit 99.7 to theregistrant's Current Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of February11, 2016, 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, relating to the Penn Square Mall loan combination (filed asExhibit 99.8 to the registrant's Current Report on Form 8-K filed on May 5,2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as of February 5,2016, between Bank of America, N.A., as Initial Note A-1 Holder, Bank ofAmerica, N.A., as Initial Note A-2 Holder, and Bank of America, N.A., asInitial Note A-3 Holder, relating to the Le Meridien Cambridge MIT loancombination (filed as Exhibit 99.9 to the registrant's Current Report on Form8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(99.10)Amended and Restated Agreement Between Note Holders,dated as of April 21, 2016, between U.S. Bank National Association, as MSBAM2016-C28 trustee, as Note A-1 Holder, Wells Fargo Bank, National Association,as MSC 2016-UBS9 trustee, as Note A-2 Holder, Morgan Stanley Bank, N.A., asNote A-3 Holder, and Morgan Stanley Bank, N.A., as Note A-4 Holder, relating tothe Princeton Pike Corporate Center loan combination (filed as Exhibit 99.10 tothe registrant's Current Report on Form 8-K filed on May 5, 2016 under SEC FileNo. 333-206582-02 and incorporated by reference herein).

 

(99.11)Primary Servicing Agreement, dated as of May 1, 2016,between Wells Fargo Bank, National Association, as master servicer, and KeyBankNational Association, as primary servicer (filed as Exhibit 99.11 to theregistrant's Current Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 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/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date:March 29, 2019