**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018**

**or**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                     to                    **

**333-189017-08**

**(Commission File Number of issuing entity)**

**0001636708**

**(Central Index Key Number of issuing entity)**

**Citigroup Commercial Mortgage Trust 2015-GC29**

**(Exact name of issuing entity as specified in its charter)**

**333-189017**

**(Commission File Number of depositor)**

**0001258361**

**(CentralIndex Key Number of depositor)**

**Citigroup Commercial Mortgage Securities Inc.**

**(Exact name of depositor as specified in its charter)**

**Citigroup Global Markets Realty Corp.**

**(Central Index Key Number: 0001541001)**

**Goldman Sachs Mortgage Company**

**(Central Index Key Number: 0001541502)**

**Rialto Mortgage Finance, LLC**

**(Central Index Key Number: 0001592182)**

**FCRE REL, LLC**

**(CentralIndex Key Number: 0001636352)**

**(Exact name of sponsor as specified in its charter)**

 
 **47-3737451** **47-3720890****New York** **47-6961976****(State or other jurisdiction of** **(I.R.S. Employer****organization of the issuing entity)** **Identification No.)**
**c/o Citibank, N.A.**

**388 Greenwich Street, 14th Floor**

**New York, New York 10013**

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

**(212) 816-5614**

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

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

**None**

**Securitiesregistered pursuant to section 12(g) of the Act:**

**None**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities 

Act.     ☐  Yes    ☒  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 

Act.     ☐  Yes    ☒  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No 

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

Not Applicable 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 ofthis chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.

Not Applicable

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

 
Large accelerated filer ☐   Accelerated filer ☐Non-accelerated filer ☒ (Do not check if a smaller reporting company)   Smaller reporting company ☐    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct).    ☐  Yes    ☒  No 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant’s most recently completed second fiscal quarter. 

Not Applicable 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. 

Not Applicable 

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

Not Applicable 

 

 

 
**

**DOCUMENTS INCORPORATED BY REFERENCE**

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

Not Applicable 

**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.**

****Not applicable.

**PART II**

**Item 5. Market forRegistrant’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 QualitativeDisclosures About 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. 

**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 RelatedTransactions, and Director Independence.**

****Omitted. 

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

****Omitted. 

**ADDITIONAL DISCLOSURE ITEMSREQUIRED BY GENERAL INSTRUCTION J(2)**

**Item 1112(b) of Regulation AB**

The portfolio of properties securing the Selig Office Portfolio mortgage loan constitutes a significant obligor within the meaning of Item 1101(k)(2) ofRegulation AB and as disclosed in the prospectus supplement for Citigroup Commercial Mortgage Trust 2015-GC29 filed on April 15, 2015. With respect to the portfolio of properties securing the Selig OfficePortfolio mortgage loan, the most recent unaudited net operating income was $29,015,599 from January 1, 2018 through December 31, 2018. 

**Item 1114(b)(2) and Item 1115(b) of Regulation AB**

No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificateswithin this transaction. 

**Item 1117 of Regulation AB**

Disclosure from Citibank, N.A., as Certificate Administrator: 

Citibank, N.A. (“Citibank”) is acting as the Certificate Administrator of this commercial mortgage-backed securities (“CMBS”) transaction.In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain residential mortgage-backed securities (“RMBS”) transactions. Certain of these Citibankas trustee-related matters are disclosed herein. 

On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of NewYork by a group of investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), breach ofcontract, breach of fiduciary duty and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, asmaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of NewYork asserting similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs’ original state court action. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trustsand allowed certain of the claims to proceed as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts. On April 7, 2017, Citibank filed a motion for summary judgment.Plaintiffs filed its consolidated opposition brief and cross motion for partial summary judgment on May 22, 2017. Briefing on those motions was completed on August 4, 2017. On March 22, 2018, the court granted Citibank’s motionfor summary judgment in its entirety, denied Plaintiffs’ motion for summary judgment and ordered the clerk to close the case. On April 20, 2018, plaintiffs filed a notice of appeal. Plaintiffs’ opening brief was filed onAugust 3, 2018. Citibank filed its opposition on November 2, 2018. Plaintiffs’ filed their reply on November 16, 2018. 

OnNovember 24, 2015, the same investors that brought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee.This case includes the 24 trusts previously dismissed in the federal action, and one additional trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of NewYork’s Streit Act (the “Streit Act”). Following oral argument on Citibank’s motion to dismiss, plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing theevent of default claims, mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations andwarranties, a claim related to robo-signing, and the implied covenant of good faith claim. Citibank appealed the lower court’s decision, and on January 16, 2018, the Appellate Division, First Department, dismissed the claims related torobo-signing and the implied covenant of good faith, but allowed plaintiffs’ claim alleging discovery of breaches of representations and warranties to proceed. 

On August 19, 2015, the Federal Deposit Insurance Corporation (“FDIC”) as receiver for a failed financial institution filed a civil actionagainst Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of theTrust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also been sued by FDIC in their capacity as trustee, and these cases have all been consolidated in front ofJudge Carter. On September 30, 2016, the court granted the motion to dismiss without prejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the court’sdismissal order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his dismissal of the action. He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9,2017. The FDIC subsequently requested an extension of time to file its amended complaint, which was granted. The FDIC filed its amended complaint on December 8, 2017. Defendants jointly filed a motion to dismiss the amended complaint onMarch 13, 2018. On April 18, 2018, plaintiff filed its opposition. Defendants filed their joint reply on May 3, 2018. 

There can be noassurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies liability and continues to vigorously defend against these litigations. Furthermore, neither theabove-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibank’s ability to perform its duties as Certificate Administrator under the pooling and servicing agreement for this CMBStransaction. 

Disclosure from Deutsche Bank Trust Company Americas, as Trustee: 

Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have been sued by investors in civillitigation concerning their role as trustees of certain residential mortgage-backed securities (“RMBS”) trusts. 

On June 18, 2014, a groupof investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trusteesfor 544 private-label RMBS trusts, to enforce breaches of representations and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts. During the course ofthe litigation, plaintiffs dismissed the case from New York State Supreme Court and refiled two separate cases, one in the U.S. District Court for the Southern District of New York (the “*BlackRock*SDNY Case”) and the other in theSuperior Court of California, Orange County (the “*BlackRock*California Case”). Pursuant to a settlement among the parties, the *BlackRock*SDNY Case was dismissed on December 6, 2018 and the *BlackRock*CaliforniaCase was dismissed on January 11, 2019. 

On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purposeentities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. OnSeptember 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue.Plaintiffs’ third amended complaint brings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of New York’s Streit Act(the “Streit Act”); and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence andgross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffsallege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also onDecember 7, 2018, plaintiffs, jointly with Commerzbank AG (*see* description of *Commerzbank* case below), filed a motion for partial summary judgment. 

On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for theSouthern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as adefendant in addition to DBNTC. DBTCA serves as trustee for one of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach ofcontract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissedCommerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights onappeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damages in a sum certain. On January 29,2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the *Phoenix Light*plaintiffs, fileda motion for partial summary judgment. 

On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G.(collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served itscomplaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section 9 of the UniformCommercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. OnJanuary 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as to seven trusts. As of March 1, 2019, DBNTC and DBTCA’s motion to dismiss has been briefed and is awaiting decision by the court. 

It is DBTCA’s belief that it has no pending legal proceedings (including, based on DBTCA’s presentevaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties under the related servicing agreement for this transaction. 

Disclosure from Wells Fargo Bank, National Association as certificate administrator and custodian for (i) the 3 Columbus Circle mortgage loan under theCOMM 2015-CCRE23 PSA and (ii) the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA: 

SinceJune 18, 2014, a group of institutional investors have filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York against Wells Fargo Bank, N.A.,(“Wells Fargo Bank”) in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causesof action based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged eventsof default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Wells Fargo Bank has reached anagreement, in which it denies any wrongdoing, to resolve these claims on a classwide basis for the 271 RMBS trusts currently at issue. The settlement agreement is subject to court approval. Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federal and state court are not covered by the agreement. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claimsare without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts. 

**Item 1119 of Regulation AB**

Provided previously inthe prospectus supplement of the Registrant relating to the issuing entity and filed on April 15, 2015 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. 

**Item 1122 of Regulation AB**

The reports onassessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15. 

Thereport on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division of PNC Bank National Association (“Midland”) discloses that a material instance ofnoncompliance occurred, as described below: 

Material Instance of Noncompliance 

In certain instances, the Schedule AL Files (Item 1125 of Regulation AB) were not reported in accordance with the terms specified in thetransaction agreements, in conflict with Item 1122(d)(3)(i): “Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.Specifically, such reports: (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements”. The noncompliance consisted of omitted or inaccurately reported numbers due to the following: (1) the initialsetup files contained information at the asset level, and Midland was required to manually compile the information to present it at the loan level as required by Schedule AL; and (2) certain reporting requirements required manual processing byMidland, including the use of various data computation formulas, quality control checks and analysis. 

The identified instances did notinvolve the servicing of the assets backing the asset-backed securities covered in this Form 10-K report. 

Steps Taken to Remedy the Material Instance ofNoncompliance 

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

The report on assessment of compliancewith applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC (“CWCAM”), as special servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA, discloses that amaterial instance of noncompliance occurred, as described below: 

Material Instance of Noncompliance: 

CWCAM’s assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph(d) of Item 1122 of Regulation AB as of December 31, 2018 and for the reporting period, disclosed a material instance of noncompliance occurred with respect to the servicing criterion set forth in 1122(d)(2)(vii), as follows: 

 
 • 
With respect to compliance 1122(d)(2)(vii), CWCAM’s policies and procedures were not properly followed withrespect to timely completion of bank reconciliations. 

1122(d)(2)(vii): Reconciliations are prepared on a monthly basisfor all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoffdate, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciling items; and (D) contain explanations for reconciling items. These reconcilingitems are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 

The instance of material noncompliance, for the reporting period included a failure to complete the required bank reconciliations within 30calendar days after the bank statement cutoff date. In five of the twelve months related to the reporting period, the required reconciliations were not completed within the 30 calendar days requirement as follows: 

February 2018: bank reconciliations were prepared on June 22, 2018 

March 2018: bank reconciliations were prepared on May 1, 2018 

September 2018: bank reconciliations were prepared on November 6, 2018 

November 2018: bank reconciliations were prepared on February 19, 2019 

December 2018: bank reconciliations were prepared on February 6, 2019 

The identified instances did involve the servicing of the 3 Columbus Circle mortgage loan, which is one of the assets backing the asset-backedsecurities covered in this Form 10-K report. 

Steps Taken to Remedy the Material Instance of Noncompliance 

In response to the lack of adherence to company policy and procedures, CWCAM’s Compliance Committee reviewed the reasons for noncomplianceand added two additional procedures to supplement its existing procedures: 

 
 1)
the accounting department has added the completion of bank account reconciliations within 30 calendar days toits monthly closing checklist, which is reviewed and signed off by a CWCAM officer; and 

 
 2)
the Chief Financial Officer has set up a monthly electronic reminder requiring that the completed bankreconciliations be forwarded to the CFO for an additional layer of review.

**Item 1123 of Regulation AB**

The servicer compliance statements are attached hereto under Item 15. 

**PART IV**

**Item 15. Exhibits,Financial Statement Schedules.**

 
(a)
List the following documents filed as a part of the report: 

 
 (1)
Not Applicable 

 
 (2)
Not Applicable 

 
 (3)
Exhibits listed below are either included or incorporated by reference as indicated below:

 

**Exhibit Number**
  
**Description**

4.1
  Pooling and Servicing Agreement, dated as of April 1, 2015 (the “CGCMT 2015-GC29 PSA”), by and among Citigroup Commercial Mortgage Securities, Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee (filed as Exhibit 4.1 to the registrant’s Current Reporton Form 8-K/A dated April 15, 2015, and filed by the registrant on July 17, 2015 under Commission FileNo. 333-189017-08, and is incorporated by reference herein).
4.2
  Pooling and Servicing Agreement, dated as of May 1, 2015 (the “COMM 2015-CCRE23 PSA”), by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (filed as Exhibit 10.1 to the registrant’s Current Report on Form8-K/A dated May 15, 2015, and filed by the registrant on June 1, 2015 under Commission File No. 333-189017-08, andis incorporated by reference herein)1.
 
1
The 3 Columbus Circle mortgage loan, which represented approximately 8.9% of the initial pool balance of theissuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and four pari passu companion loans that are held outside the issuing entity. The 3 Columbus Circle mortgage loan and the relatedcompanion loans are serviced pursuant to the COMM 2015-CCRE23 PSA. 

4.3
  Pooling and Servicing Agreement, dated as of October 1, 2015 (the “JPMBB 2015-C32 PSA”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as senior trust advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K dated October 29, 2015, and filed by theregistrant on October 30, 2015 under Commission File No. 333-189017-08, and is incorporated by reference herein)2.
10.1
  Mortgage Loan Purchase Agreement, dated as of April 1, 2015, between Citigroup Global Markets Realty Corp. and Citigroup Commercial Mortgage Securities Inc., pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc. (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated April 15, 2015, and filed by the registrant on April 15, 2015 under Commission File No. 333-189017-08, and is incorporated by reference herein).
10.2
  Mortgage Loan Purchase Agreement, dated as of April 1, 2015, between Goldman Sachs Mortgage Company and Citigroup Commercial Mortgage Securities Inc., pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc. (filed as Exhibit 10.2 to theregistrant’s Current Report on Form 8-K dated April 15, 2015, and filed by the registrant on April 15, 2015 under Commission FileNo. 333-189017-08, and is incorporated by reference herein).
10.3
  Mortgage Loan Purchase Agreement, dated as of April 1, 2015, between Rialto Mortgage Finance, LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which Rialto Mortgage Finance, LLC sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc. (filed as Exhibit 10.3 to the registrant’sCurrent Report on Form 8-K dated April 15, 2015, and filed by the registrant on April 15, 2015 under Commission FileNo. 333-189017-08, and is incorporated by reference herein).
10.4
  Mortgage Loan Purchase Agreement, dated as of April 1, 2015, between FCRE REL, LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which FCRE REL, LLC sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc. (filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K dated April 15, 2015, and filed by the registrant on April 15, 2015 under Commission FileNo. 333-189017-08, and is incorporated by reference herein).
31
  Rule 15d-14(d) Certification 
33
  Reports on assessment of compliance with servicing criteria for asset-backed securities.3
33.1
  Report on assessment of compliance with servicing criteria for asset-backed securities, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer 
33.2
  Report on assessment of compliance with servicing criteria for asset-backed securities, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (see Exhibit 33.1)
33.3
  Report on assessment of compliance with servicing criteria for asset-backed securities, Situs Holdings, LLC, as operating advisor 
33.4
  Report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator 
33.5
  Report on assessment of compliance with servicing criteria for asset-backed securities, Deutsche Bank Trust Company Americas, as custodian 
 
2 
The Eastmont Town Center mortgage loan, which represented approximately 1.1% of the initial pool balance of theissuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one pari passu companion loan that is held outside the issuing entity. The Eastmont Town Center mortgage loan and the relatedcompanion loan are serviced pursuant to the JPMBB 2015-C32 PSA. 
3 
Pursuant to Instruction 3 to Item 1122 of Regulation AB, the report on assessment of compliance with servicingcriteria and attestation report on assessment of compliance with servicing criteria of LNR Partners, LLC, as special servicer for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA, are not included in this report on Form 10-Kbecause LNR Partners, LLC performed activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to 5% or less of the pool assets of the issuing entity. 

33.6
  Report on assessment of compliance with servicing criteria for asset-backed securities, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA (see Exhibit 33.1) 
33.7
  Report on assessment of compliance with servicing criteria for asset-backed securities, CWCapital Asset Management LLC, as special servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA 
33.8
  Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as certificate administrator for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA 
33.9
  Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as custodian for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA
33.10
  Report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance LLC, as operating advisor for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA
33.11
  Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA 
33.12
  Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as certificate administrator for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 33.8) 
33.13
  Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as custodian for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 33.9) 
33.14
  Report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance LLC, as senior trust advisor for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 33.10) 
34
  Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer 
34.2
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (see Exhibit 34.1) 
34.3
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Situs Holdings, LLC, as operating advisor 
34.4
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator 
34.5
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Deutsche Bank Trust Company Americas, as custodian 
34.6
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA (see Exhibit 34.1) 

34.7
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, CWCapital Asset Management LLC, as special servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA 
34.8
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as certificate administrator for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA 
34.9
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as custodian for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA 
34.10
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance LLC, as operating advisor for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23PSA 
34.11
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA 
34.12
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as certificate administrator for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 34.8) 
34.13
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as custodian for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 34.9) 
34.14
  Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance LLC, as senior trust advisor for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 34.10) 
35
  Servicer compliance statements.4
35.1
  Servicer compliance statement, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer 
35.2
  Servicer compliance statement, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (see Exhibit 35.1) 
35.3
  Servicer compliance statement, Citibank, N.A., as certificate administrator 
35.4
  Servicer compliance statement, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA (see exhibit 35.1) 
35.5
  Servicer compliance statement, Wells Fargo Bank, National Association, as certificate administrator for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA 
35.6
  Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA
35.7
  Servicer compliance statement, Wells Fargo Bank, National Association, as certificate administrator for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA (see Exhibit 35.5) 
 
4 
This annual report on Form 10-K does not include the servicer compliance statements of (i) CWCapital AssetManagement LLC, as special servicer for the 3 Columbus Circle mortgage loan under the COMM 2015-CCRE23 PSA and (ii) LNR Partners, LLC, as special servicer for the Eastmont Town Center mortgage loan under the JPMBB 2015-C32 PSA, because each ofCWCapital Asset Management LLC and LNR Partners, LLC is an unaffiliated party that services less than 10% of the pool assets of the issuing entity, and therefore is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB. 

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

 
(c)
Not Applicable 

**SIGNATURES**

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

 
Date: March 29, 2019Citigroup Commercial Mortgage Securities Inc.(Depositor)
/s/ Richard Simpson
Richard Simpson, President