**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 THESECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2016or**

**/ / TRANSITION REPORTPURSUANT 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: 333-195164-08**

**Central Index Key Number of the issuing entity: 0001638933**

**Wells Fargo Commercial MortgageTrust 2015-C28**

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

** **

**Central Index Key Number of the depositor: 0000850779**

**Wells Fargo Commercial MortgageSecurities, Inc.**

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

** **

**Central Index Key Number of the sponsor: 0000740906**

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001592182**

**Rialto Mortgage Finance, LLC**

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

** **

**Central Index Key Number of the sponsor: 0001541214**

**C-III Commercial Mortgage LLC**

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

** **

**Central Index Key Number of the sponsor: 0001542105**

**Basis Real Estate Capital II, 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)** | **38-3968483**

**38-3968484**

**38-3968485**

**38-7135359**

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

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

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

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

**(704) 374-6161**

Securities registered pursuant to Section 12(b) of theAct:  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.  / / Yes /X/ No

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

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

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

Large accelerated filer / / Accelerated filer / /

Non-accelerated filer /X/ (Do not check if a smaller reporting company)  Smaller reporting company //

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  / / Yes /X/ 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.

Notapplicable.

Indicate by check mark whether the registrant has filed all documentsand 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 planconfirmed by a court.  / / Yes / /No

Notapplicable.

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

Notapplicable.

**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.

**EXPLANATORY NOTES**

 

The Eastgate One Phases I-VII& XII Mortgage Loan, the Eastgate Two Phases VIII-X Mortgage Loan and theBrickyard Square Mortgage Loan, which constituted approximately 6.4%, 5.2% and2.1%, respectively, of the asset pool of the issuing entity as of its cut-offdate, are each an asset of the issuing entity and are each part of a loancombination that includes the Eastgate One Phases I-VII & XII MortgageLoan, the Eastgate Two Phases VIII-X Mortgage Loan or the Brickyard SquareMortgage Loan which are assets of the issuing entity and one other *paripassu* loan, which is not an asset of the issuing entity. These loancombinations, including the Eastgate One Phases I-VII & XII Mortgage Loan,the Eastgate Two Phases VIII-X Mortgage Loan and the Brickyard Square MortgageLoan, are being serviced and administered pursuant to the Pooling and ServicingAgreement, which is incorporated by reference as Exhibit 4.1 to this AnnualReport on Form 10-K. Wells Fargo Bank, National Association is the masterservicer under the Pooling and Servicing Agreement.  The responsibilitiesof Wells Fargo Bank, National Association, as primary servicer of each of theseloan combinations with respect to the issuing entity, are subsumed within itsresponsibilities as master servicer under the Pooling and Servicing Agreement. Thus, the servicer compliance statement provided by Wells Fargo Bank, NationalAssociation, as master servicer under the Pooling and Servicing Agreement,encompasses its roles as both master servicer and primary servicer with respectto these loan combinations.

TheExhibit Index describes exhibits provided by certain parties (in theircapacities indicated on the Exhibit Index) with respect to the Commerce Point I& II Mortgage Loan, which constituted approximately 0.9% of the asset poolof the issuing entity as of its cut-off date.  The Commerce Point I &II Mortgage Loan is an asset of the issuing entity and is part of a loancombination that includes the Commerce Point I & II Mortgage Loan and oneother *pari passu* loan, which is not an asset of the issuing entity. Theother *pari passu* portion of the loan combination was securitized in theCitigroup Commercial Mortgage Trust 2015-GC29 transaction, Commission FileNumber 333-189017-08 (the “CGCMT 2015-GC29 Transaction”).This loan combination, including the Commerce Point I & II Mortgage Loan,is being serviced and administered pursuant to the pooling and servicingagreement for the CGCMT 2015-GC29 Transaction, which is incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K.  Midland LoanServices, a Division of PNC Bank, National Association is the master servicerunder the pooling and servicing agreement for the CGCMT 2015-GC29Transaction.  The responsibilities of Midland Loan Services, a Division ofPNC Bank, National Association, as primary servicer of this loan combinationwith respect to the issuing entity, are subsumed within its responsibilities asmaster servicer under the pooling and servicing agreement for the CGCMT2015-GC29 Transaction.  Thus, the servicer compliance statement providedby Midland Loan Services, a Division of PNC Bank, National Association, asmaster servicer under such pooling and servicing agreement, encompasses itsroles as both master servicer and primary servicer with respect to this loancombination.

MidlandLoan Services, a Division of PNC Bank, National Association is the specialservicer of the mortgage loans serviced under the Pooling and ServicingAgreement and the primary servicer and special servicer of the Commerce Point I& II Mortgage Loan. As a result, Midland Loan Services, a Division of PNCBank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports andservicer compliance statements delivered by Midland Loan Services, a Divisionof PNC Bank, National Association in the capacities described above are listedin the Exhibit Index.

WilmingtonTrust, National Association acts as trustee of the mortgage loans servicedunder the Pooling and Servicing Agreement.  Pursuant to the Pooling andServicing Agreement, 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 andaccountant’s attestation report for the subject transaction.  As aresult, this Annual Report on Form 10-K does not include an assessment ofcompliance with applicable servicing criteria of the trustee. One or more otherservicers of the mortgage loans serviced under the Pooling and ServicingAgreement have delivered one or more assessments of compliance with respect toItem 1122(d)(2)(iii) of Regulation AB.

ThisAnnual Report on Form 10-K includes assessments of compliance with applicableservicing criteria and accountants’ attestation reports from CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC.  Theseentities were engaged by the master servicer of the Pooling and ServicingAgreement to remit tax payments received from the escrow accounts of borrowersto local taxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments. These servicing functionsare included within the servicing criteria set forth in Items 1122(d)(4)(xi)and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j)of Regulation AB that looks to the functions that an entity performs, thesevendors are “servicers” for the purposes of Item 1122 of RegulationAB.  *See* Compliance and Disclosure Interpretations, Section 301.01(Item 1101(j)).

Withrespect to the *pari passu* loan combination that includes the CommercePoint I & II Mortgage Loan, (i) the report on assessment of compliance withservicing criteria and attestation report on assessment of compliance withservicing criteria of Deutsche Bank Trust Company Americas as trustee and as custodianof the Commerce Point I & II Mortgage Loan, Citibank, N.A. as certificateadministrator of the Commerce Point I & II Mortgage Loan and SitusHoldings, LLC as operating advisor of the Commerce Point I & II MortgageLoan, listed on the Exhibit Index are omitted from this Annual Report on Form10-K as they are not required to be included on this Annual Report on Form 10-Kper Instruction 3 to Item 1122 of Regulation AB because they are partiesperforming activities that address servicing criteria relating to 5% or less ofthe assets of the issuing entity; and (ii) the servicer compliance statement ofCitibank, N.A. as certificate administrator of the Commerce Point I & IIMortgage Loan, listed on the Exhibit Index is omitted from this Annual Reporton Form 10-K as it is not required by Item 1123 of Regulation AB to be includedon this Annual Report on Form 10-K because it is an unaffiliated party that isnot a “servicer” that meets the criteria in Item 1108(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 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.  Selected Financial Data.**

Omitted.

**Item 7.  Management’s Discussion and Analysisof Financial 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.

**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 Accounting 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 Derivatives Instruments(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 ofno material pending legal proceeding involving the trust or any party relatedto the trust, other than routine litigation incidental to the duties of thoserespective parties, and the following, with respect to Wells Fargo Bank,National Association, as certificate administrator and custodian, Deutsche BankTrust Company Americas as trustee and custodian and Citibank, N.A. ascertificate administrator.

On June 18, 2014, a groupof institutional investors filed a civil complaint in the Supreme Court of theState of New York, New York County, against Wells Fargo Bank, N.A.(“Wells Fargo Bank”), in its capacity as trustee under 276residential mortgage backed securities (“RMBS”) trusts, which was lateramended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts.On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss thestate court action without prejudice. That same day, a group of institutionalinvestors filed a putative class action complaint in the United States DistrictCourt for the Southern District of New York (the “District Court”)against Wells Fargo Bank, alleging claims against the bank in its capacity astrustee for 274 RMBS trusts (the “Federal Court Complaint”). InDecember 2014, the plaintiffs’ motion to voluntarily dismiss theiroriginal state court action was granted. As with the prior state court action,the Federal Court Complaint is one of six similar complaints filedcontemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank ofNew York Mellon and US Bank) by a group of institutional investor plaintiffs.The Federal Court Complaint against Wells Fargo Bank alleges that the trusteecaused losses to investors and asserts causes of action based upon, among otherthings, the trustee's alleged failure to: (i) notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, (ii) notify investors of alleged events of default, and (iii)abide by appropriate standards of care following alleged events of default.Relief sought includes money damages in an unspecified amount, reimbursement ofexpenses, and equitable relief. Other cases alleging similar causes of actionhave been filed against Wells Fargo Bank and other trustees in the DistrictCourt by RMBS investors in these and other transactions, and these casesagainst Wells Fargo Bank are proceeding before the same District Court judge. Asimilar complaint was also filed May 27, 2016 in New York state court by adifferent plaintiff investor. On January 19, 2016, an order was entered inconnection with the Federal Court Complaint in which the District Courtdeclined to exercise jurisdiction over 261 trusts at issue in the Federal CourtComplaint; the District Court also allowed plaintiffs to file amendedcomplaints as to the remaining, non-dismissed trusts, if they so chose, andthree amended complaints have been filed. On December 17, 2016, the investorplaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed anew complaint in New York state court (the “State CourtComplaint”). Motions to dismiss all of the actions are pending except forthe recently filed State Court Complaint. There can be no assurances as to theoutcome of the litigations, or the possible impact of the litigations on thetrustee or the RMBS trusts. However, Wells Fargo Bank denies liability andbelieves that it has performed its obligations under the RMBS trusts in goodfaith, that its actions were not the cause of any losses to investors, and thatit has meritorious defenses, and it intends to contest the plaintiffs’claims vigorously.

Deutsche Bank TrustCompany Americas (“DBTCA”) and Deutsche Bank National Trust Company(“DBNTC”) have been sued by investors in civil litigationconcerning their role as trustees of certain RMBS trusts. 

On June 18, 2014, a groupof investors, including funds managed by Blackrock Advisors, LLC,PIMCO-Advisors, L.P., and others, filed a derivative action against DBNTC andDBTCA in New York State Supreme Court purportedly on behalf of and for thebenefit of 544 private-label RMBS trusts asserting claims for allegedviolations of the U.S. Trust Indenture Act of 1939 (TIA), breach of contract,breach of fiduciary duty and negligence based on DBNTC and DBTCA’salleged failure to perform their duties as trustees for the trusts. Plaintiffssubsequently dismissed their state court complaint and filed a derivative andclass action complaint in the U.S. District Court for the Southern District ofNew York on behalf of and for the benefit of 564 private-label RMBS trusts,which substantially overlapped with the trusts at issue in the state courtaction. The complaint alleges that the trusts at issue have suffered totalrealized collateral losses of U.S. $89.4 billion, but the complaint does notinclude a demand for money damages in a sum certain. DBNTC and DBTCA filed amotion to dismiss, and on January 19, 2016, the court partially granted themotion on procedural grounds: as to the 500 trusts that are governed by Poolingand Servicing Agreements, the court declined to exercise jurisdiction. Thecourt did not rule on substantive defenses asserted in the motion todismiss.  On March 22, 2016, plaintiffs filed an amended complaint infederal court.  In the amended complaint, in connection with 62 trustsgoverned by indenture agreements, plaintiffs assert claims for breach ofcontract, violation of the TIA, breach of fiduciary duty, and breach of duty toavoid conflicts of interest.   The amended complaint alleges that thetrusts at issue have suffered total realized collateral losses of U.S. $9.8billion, but the complaint does not include a demand for money damages in a sumcertain.  On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss theamended complaint.  On January 23, 2017, the court granted in part anddenied in part DBNTC and DBTCA’s motion to dismiss.  The courtgranted the motion to dismiss with respect to plaintiffs’ conflict-of-interestclaim, thereby dismissing it, and denied the motion to dismiss with respect toplaintiffs’ breach of contract claim (except as noted below) and claimfor violation of the TIA, thereby allowing those claims to proceed.  OnJanuary 26, 2017, the parties filed a joint stipulation and proposed orderdismissing plaintiffs’ claim for breach of fiduciary duty.  OnJanuary 27, 2017, the court entered the parties’ joint stipulation andordered that plaintiffs’ claim for breach of fiduciary duty be dismissed. On February 3, 2017, following a hearing concerning DBNTC and DBTCA’smotion to dismiss on February 2, 2017, the court issued a short form orderdismissing (i) plaintiffs’ representation and warranty claims as to 21trusts whose originators and/or sponsors had entered bankruptcy and thedeadline for asserting claims against such originators and/or sponsors hadpassed as of 2009 and (ii) plaintiffs’ claims to the extent they werepremised upon any alleged pre-Event of Default duty to terminateservicers.  Discovery is ongoing.

On March 25, 2016, theBlackRock plaintiffs filed a state court action against DBTCA in the SuperiorCourt of California, Orange County with respect to 513 trusts.  On May 18,2016, plaintiffs filed an amended complaint with respect to 465 trusts, and includedDBNTC as an additional defendant.  The amended complaint asserts threecauses of action:  breach of contract; breach of fiduciary duty; andbreach of the duty to avoid conflicts of interest.  Plaintiffs purport tobring the action on behalf of themselves and all other current owners ofcertificates in the 465 trusts.  The amended complaint alleges that thetrusts at issue have suffered total realized collateral losses of U.S. $75.7billion, but does not include a demand for money damages in a sum certain. On August 22, 2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs’breach of fiduciary duty cause of action and breach of the duty to avoidconflicts of interest cause of action and motion to strike as toPlaintiffs’ breach of contract cause of action.  On October 18,2016, the court granted DBNTC and DBTCA’s demurrer, providing Plaintiffswith thirty days’ leave to amend, and denied DBNTC and DBTCA’smotion to strike.  Plaintiffs did not further amend their complaint and,on December 19, 2016, DBNTC and DBTCA filed an answer to the amendedcomplaint.  Discovery is ongoing.

On December 30, 2015, IKBInternational, S.A. in Liquidation and IKB Deutsche Industriebank A.G.(collectively, “IKB”), as an investor in 37 RMBS trusts, filed asummons with notice in the Supreme Court of the State of New York, New YorkCounty, against DBNTC and DBTCA as trustees of the trusts.  On May 27,2016, IKB served its complaint asserting claims for breach of contract, breachof fiduciary duty, breach of duty to avoid conflicts of interest, violation ofNew York’s Streit Act, violation of the Trust Indenture Act, violation ofRegulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million indamages.  On October 5, 2016, DBNTC and DBTCA, together with several othertrustees defending lawsuits by IKB, filed a joint motion to dismiss.  OnJanuary 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissingwith prejudice all claims as to three trusts.  As of January 17, 2017,DBNTC and DBTCA’s motion to dismiss has been briefed and is awaitingdecision by the court.  Certain limited discovery is permitted to goforward while the motion to dismiss is pending.

It is DBTCA’sbelief that it has no pending legal proceedings (including, based onDBTCA’s present evaluation, the litigation disclosed in the foregoingparagraphs) that would materially affect its ability to perform its duties astrustee and custodian under the pooling and servicing agreement for the CGCMT2015-GC29 transaction.

Citibank, N.A.(“Citibank”) is acting as certificate administrator of the CGCMT2015-GC29 transaction.  In the ordinary course of business, Citibank isinvolved in a number of legal proceedings, including in connection with itsrole as trustee of certain RMBS transactions.  Certain of these Citibankas trustee-related matters are disclosed herein. 

On June 18, 2014, a civilaction was filed against Citibank in the Supreme Court of the State of New Yorkby a group of investors in 48 private-label RMBS trusts for which Citibankallegedly serves or did serve as trustee, asserting claims for purportedviolations of the Trust Indenture Act of 1939 (the “Trust IndentureAct”), breach of contract, breach of fiduciary duty and negligence basedon Citibank’s alleged failure to perform its duties as trustee for the 48RMBS trusts.  On November 24, 2014, plaintiffs sought leave to withdrawthis action.  On the same day, a smaller subset of similar plaintiffinvestors in 27 private-label RMBS trusts for which Citibank allegedly servesor did serve as trustee, filed a new civil action against Citibank in theUnited States District Court for the Southern District of New York assertingsimilar claims as the prior action filed in state court.  In January 2015,the court closed plaintiffs’ original state court action. Citibank’s motion to dismiss the federal complaint was fully briefed asof May 13, 2015.  On September 8, 2015, the federal court dismissed allclaims as to 24 of the 27 trusts and allowed certain of the claims to proceedas to the other three trusts. Subsequently, plaintiffs voluntarily dismissedall claims with respect to two of the three trusts. This case is still pendingas to the one remaining trust at issue.

On November 24, 2015, thesame investors that brought the federal case brought a new civil action in theSupreme Court of the State of New York related to 25 private-label RMBS trustsfor which Citibank allegedly serves or did serve as trustee.  This case includesthe 24 trusts previously dismissed in the federal action, and one additionaltrust.  The investors assert claims for breach of contract, breach offiduciary duty, breach of duty to avoid conflicts of interest, and violation ofNew York’s Streit Act (the “Streit Act”). Citibank’s motion to dismiss was fully briefed as of April 15,2016.  Following oral argument on Citibank’s motion to dismiss,Plaintiffs filed an amended complaint on August 5, 2016.  Citibank’smotion to dismiss the amended complaint was fully briefed as of October 21,2016. We await a decision.  

On August 19, 2015, theFederal Deposit Insurance Corporation (FDIC) as Receiver for a financialinstitution filed a civil action against Citibank in the Southern District ofNew York.  This action relates to one private-label RMBS trust for whichCitibank formerly served as trustee.  FDIC asserts claims for breach ofcontract, violation of the Streit Act, and violation of the Trust IndentureAct. Citibank jointly briefed a motion to dismiss with The Bank of New YorkMellon and U.S. Bank, entities that have also been sued by FDIC in theircapacity as trustee, and whose cases are also in front of Judge Carter.Defendants’ joint motion to dismiss was fully briefed as of March 22,2016.  On September 30, 2016, the Court granted Citibank’s motion todismiss the complaint without prejudice for lack of subject matterjurisdiction.  On October 14, 2016, FDIC filed a motion for reargument orrelief from judgment from the Court’s dismissal order.  On October25, 2016, the court granted leave for defendants to file an oppositionbrief.  Defendants filed their opposition on November 15, 2016 andPlaintiff filed its reply brief on November 22, 2016. We await a decision fromthe Court on plaintiff’s motion.

There can be noassurances as to the outcome of litigation or the possible impact of litigationon the trustee or the RMBS trusts.  However, Citibank denies liability andcontinues to vigorously defend against these litigations.  Furthermore, neitherthe above-disclosed litigations nor any other pending legal proceedinginvolving Citibank will materially affect Citibank’s ability to performits duties as certificate administrator under the pooling and servicingagreement for the CGCMT 2015-GC29 CMBS transaction.

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

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on May 21, 2015 pursuant to Rule 424(b)(5).

**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 ScheduleIII to the Pooling and Servicing Agreement incorporated by reference as Exhibit4.1 to 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 Commerce Point I & IIMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the CGCMT 2015-GC29 Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Oto the pooling and servicing agreement for the CGCMT 2015-GC29 Transactionincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theCGCMT 2015-GC29 Transaction responsible for each applicable servicing criteriaset 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. Exhibits, 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 ServicingAgreement, dated as of May 1, 2015, by and among Wells Fargo CommercialMortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,as Master Servicer, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer, Pentalpha Surveillance LLC, as Trust Advisor,Wells Fargo Bank, National Association, as Certificate Administrator, as TaxAdministrator and as Custodian, and Wilmington Trust, National Association, asTrustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form8-K/A filed on July 1, 2015 under Commission File No. 333-195164-08 andincorporated by reference herein).

 

4.2 Pooling and ServicingAgreement, dated as of April 1, 2015, by and among Citigroup CommercialMortgage Securities Inc., as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer, SitusHoldings, LLC, as Operating Advisor, Citibank, N.A., as CertificateAdministrator, and Deutsche Bank Trust Company Americas, as Trustee (filed asExhibit 99.5 to the registrant’s Current Report on Form 8-K filed on May21, 2015 under Commission File No. 333-195164-08 and incorporated by referenceherein).

 

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

 

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

| 33.1 Wells Fargo Bank,   National Association, as Master Servicer                                                                                                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer                                                                               |
| 33.3 Wilmington Trust, National  Association, as Trustee (Omitted. See Explanatory Notes.)                                                                                   |
| 33.4 Wells Fargo Bank,  National Association, as Certificate Administrator                                                                                                   |
| 33.5 Wells Fargo Bank,  National Association, as Custodian                                                                                                                   |
| 33.6 Pentalpha Surveillance  LLC, as Trust Advisor                                                                                                                           |
| 33.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                     |
| 33.8 National Tax Search,  LLC, as Servicing Function Participant                                                                                                            |
| 33.9 Wells Fargo Bank, National  Association, as Primary Servicer of the Eastgate One Phases I-VII & XII  Mortgage Loan (see Exhibit 33.1)                               |
| 33.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate One Phases I-VII & XII Mortgage Loan (see Exhibit 33.2) |
| 33.11 Wilmington Trust,  National Association, as Trustee of the Eastgate One Phases I-VII & XII  Mortgage Loan (Omitted. See Explanatory Notes.)                        |
| 33.12 Wells Fargo Bank, National  Association, as Certificate Administrator of the Eastgate One Phases I-VII  & XII Mortgage Loan (see Exhibit 33.4)                     |
| 33.13 Wells Fargo Bank,  National Association, as Custodian of the Eastgate One Phases I-VII & XII  Mortgage Loan (see Exhibit 33.5)                                     |
| 33.14 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate One Phases I-VII & XII Mortgage  Loan (see Exhibit 33.6)                                             |
| 33.15 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  One Phases I-VII & XII Mortgage Loan (see Exhibit 33.7)       |
| 33.16 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate One Phases I-VII &  XII Mortgage Loan (see Exhibit 33.8)                              |
| 33.17 Wells Fargo Bank, National  Association, as Primary Servicer of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 33.1)                                       |
| 33.18 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate Two Phases VIII-X Mortgage Loan (see Exhibit 33.2)          |
| 33.19 Wilmington Trust,  National Association, as Trustee of the Eastgate Two Phases VIII-X Mortgage  Loan (Omitted. See Explanatory Notes.)                                 |
| 33.20 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate Two Phases  VIII-X Mortgage Loan (see Exhibit 33.4)                              |
| 33.21 Wells Fargo Bank,  National Association, as Custodian of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 33.5)                                              |
| 33.22 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate Two Phases VIII-X Mortgage Loan (see  Exhibit 33.6)                                                      |
| 33.23 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  Two Phases VIII-X Mortgage Loan (see Exhibit 33.7)                |
| 33.24 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate Two Phases VIII-X  Mortgage Loan (see Exhibit 33.8)                                       |
| 33.25 Wells Fargo Bank,  National Association, as Primary Servicer of the Brickyard Square Mortgage  Loan (see Exhibit 33.1)                                                 |
| 33.26 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Brickyard Square Mortgage Loan (see Exhibit 33.2)                    |
| 33.27 Wilmington Trust,  National Association, as Trustee of the Brickyard Square Mortgage Loan (Omitted.  See Explanatory Notes.)                                           |
| 33.28 Wells Fargo Bank,  National Association, as Certificate Administrator of the Brickyard Square  Mortgage Loan (see Exhibit 33.4)                                        |
| 33.29 Wells Fargo Bank,  National Association, as Custodian of the Brickyard Square Mortgage Loan (see  Exhibit 33.5)                                                        |
| 33.30 Pentalpha Surveillance  LLC, as Trust Advisor of the Brickyard Square Mortgage Loan (see Exhibit  33.6)                                                                |
| 33.31 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the  Brickyard Square Mortgage Loan (see Exhibit 33.7)                          |
| 33.32 National Tax Search,  LLC, as Servicing Function Participant of the Brickyard Square Mortgage Loan  (see Exhibit 33.8)                                                 |
| 33.33 Midland Loan Services,  a Division of PNC Bank, National Association, as Primary Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 33.2)           |
| 33.34 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 33.2)           |
| 33.35 Deutsche Bank Trust  Company Americas, as Trustee and Custodian of the Commerce Point I & II  Mortgage Loan (Omitted. See Explanatory Notes.)                      |
| 33.36 Citibank, N.A., as  Certificate Administrator of the Commerce Point I & II Mortgage Loan  (Omitted. See Explanatory Notes.)                                        |
| 33.37 Situs Holdings, LLC,  as Operating Advisor of the Commerce Point I & II Mortgage Loan (Omitted.  See Explanatory Notes.)                                           |
|                                                                                                                                                                         |   |

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

| 34.1 Wells Fargo Bank,   National Association, as Master Servicer                                                                                                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.2 Midland Loan Services, a  Division of PNC Bank, National Association, as Special Servicer                                                                               |
| 34.3 Wilmington Trust,  National Association, as Trustee (Omitted. See Explanatory Notes.)                                                                                   |
| 34.4 Wells Fargo Bank,  National Association, as Certificate Administrator                                                                                                   |
| 34.5 Wells Fargo Bank,  National Association, as Custodian                                                                                                                   |
| 34.6 Pentalpha Surveillance  LLC, as Trust Advisor                                                                                                                           |
| 34.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                     |
| 34.8 National Tax Search, LLC,  as Servicing Function Participant                                                                                                            |
| 34.9 Wells Fargo Bank,  National Association, as Primary Servicer of the Eastgate One Phases I-VII  & XII Mortgage Loan (see Exhibit 34.1)                               |
| 34.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate One Phases I-VII & XII Mortgage Loan (see Exhibit 34.2) |
| 34.11 Wilmington Trust,  National Association, as Trustee of the Eastgate One Phases I-VII & XII  Mortgage Loan (Omitted. See Explanatory Notes.)                        |
| 34.12 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate One Phases  I-VII & XII Mortgage Loan (see Exhibit 34.4)                     |
| 34.13 Wells Fargo Bank,  National Association, as Custodian of the Eastgate One Phases I-VII & XII  Mortgage Loan (see Exhibit 34.5)                                     |
| 34.14 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate One Phases I-VII & XII Mortgage  Loan (see Exhibit 34.6)                                             |
| 34.15 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  One Phases I-VII & XII Mortgage Loan (see Exhibit 34.7)       |
| 34.16 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate One Phases I-VII &  XII Mortgage Loan (see Exhibit 34.8)                              |
| 34.17 Wells Fargo Bank, National  Association, as Primary Servicer of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 34.1)                                       |
| 34.18 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate Two Phases VIII-X Mortgage Loan (see Exhibit 34.2)          |
| 34.19 Wilmington Trust,  National Association, as Trustee of the Eastgate Two Phases VIII-X Mortgage  Loan (Omitted. See Explanatory Notes.)                                 |
| 34.20 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate Two Phases  VIII-X Mortgage Loan (see Exhibit 34.4)                              |
| 34.21 Wells Fargo Bank,  National Association, as Custodian of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 34.5)                                              |
| 34.22 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate Two Phases VIII-X Mortgage Loan (see  Exhibit 34.6)                                                      |
| 34.23 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  Two Phases VIII-X Mortgage Loan (see Exhibit 34.7)                |
| 34.24 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate Two Phases VIII-X  Mortgage Loan (see Exhibit 34.8)                                       |
| 34.25 Wells Fargo Bank,  National Association, as Primary Servicer of the Brickyard Square Mortgage  Loan (see Exhibit 34.1)                                                 |
| 34.26 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Brickyard Square Mortgage Loan (see Exhibit 34.2)                    |
| 34.27 Wilmington Trust, National  Association, as Trustee of the Brickyard Square Mortgage Loan (Omitted. See  Explanatory Notes.)                                           |
| 34.28 Wells Fargo Bank,  National Association, as Certificate Administrator of the Brickyard Square  Mortgage Loan (see Exhibit 34.4)                                        |
| 34.29 Wells Fargo Bank,  National Association, as Custodian of the Brickyard Square Mortgage Loan (see  Exhibit 34.5)                                                        |
| 34.30 Pentalpha Surveillance  LLC, as Trust Advisor of the Brickyard Square Mortgage Loan (see Exhibit  34.6)                                                                |
| 34.31 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the  Brickyard Square Mortgage Loan (see Exhibit 34.7)                          |
| 34.32 National Tax Search,  LLC, as Servicing Function Participant of the Brickyard Square Mortgage Loan  (see Exhibit 34.8)                                                 |
| 34.33 Midland Loan Services,  a Division of PNC Bank, National Association, as Primary Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 34.2)           |
| 34.34 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 34.2)           |
| 34.35 Deutsche Bank Trust  Company Americas, as Trustee and Custodian of the Commerce Point I & II  Mortgage Loan (Omitted. See Explanatory Notes.)                      |
| 34.36 Citibank, N.A., as  Certificate Administrator of the Commerce Point I & II Mortgage Loan  (Omitted. See Explanatory Notes.)                                        |
| 34.37 Situs Holdings, LLC,  as Operating Advisor of the Commerce Point I & II Mortgage Loan (Omitted.  See Explanatory Notes.)                                           |
|                                                                                                                                                                         |   |

35Servicer compliance statements.

| 35.1 Wells Fargo Bank,   National Association, as Master Servicer                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer                                                                              |
| 35.3 Wells Fargo Bank, National  Association, as Certificate Administrator                                                                                                  |
| 35.4 Wells Fargo Bank,  National Association, as Primary Servicer of the Eastgate One Phases I-VII  & XII Mortgage Loan (see Exhibit 35.1)                              |
| 35.5 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate One Phases I-VII & XII Mortgage Loan (see Exhibit 35.2) |
| 35.6 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate One Phases  I-VII & XII Mortgage Loan (see Exhibit 35.3)                     |
| 35.7 Wells Fargo Bank,  National Association, as Primary Servicer of the Eastgate Two Phases VIII-X  Mortgage Loan (see Exhibit 35.1)                                       |
| 35.8 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the Eastgate  Two Phases VIII-X Mortgage Loan (see Exhibit 35.2)          |
| 35.9 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate Two Phases  VIII-X Mortgage Loan (see Exhibit 35.3)                              |
| 35.10 Wells Fargo Bank, National  Association, as Primary Servicer of the Brickyard Square Mortgage Loan (see  Exhibit 35.1)                                                |
| 35.11 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Brickyard Square Mortgage Loan (see Exhibit 35.2)                   |
| 35.12 Wells Fargo Bank,  National Association, as Certificate Administrator of the Brickyard Square  Mortgage Loan (see Exhibit 35.3)                                       |
| 35.13 Midland Loan Services,  a Division of PNC Bank, National Association, as Primary Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 35.2)          |
| 35.14 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 35.2)          |
| 35.15 Citibank, N.A., as Certificate  Administrator of the Commerce Point I & II Mortgage Loan (Omitted. See  Explanatory Notes.)                                       |

 

99.1Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association(filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/Afiled on July 1, 2015 under Commission File No. 333-195164-08 and incorporatedby reference herein)

 

99.2Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Rialto Mortgage Finance, LLC (filed asExhibit 99.2 to the registrant’s Current Report on Form 8-K/A filed onJuly 1, 2015 under Commission File No. 333-195164-08 and incorporated byreference herein)

 

99.3Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and C-III Commercial Mortgage LLC (filedas Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filed onJuly 1, 2015 under Commission File No. 333-195164-08 and incorporated byreference herein)

 

99.4Mortgage Loan Purchase Agreement, dated as of May 13, 2015, among Wells FargoCommercial Mortgage Securities, Inc., Basis Real Estate Capital II, LLC andBasis Investment Group LLC (filed as Exhibit 99.4 to the registrant’sCurrent Report on Form 8-K/A filed on July 1, 2015 under Commission File No.333-195164-08 and incorporated by reference herein) 

 

(b)The exhibits required to be filed by the Registrant pursuant to Item 601 ofRegulation S-K are listed above and in the Exhibit Index that immediatelyfollows the signature page hereof.

 

(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.

 

WellsFargo Commercial Mortgage Securities, Inc.

(Depositor)

 

/s/Anthony Sfarra

AnthonySfarra, President 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 22, 2017

 

 

Exhibit Index

 

Exhibit No.

 

4.1 Pooling and ServicingAgreement, dated as of May 1, 2015, by and among Wells Fargo CommercialMortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, Pentalpha Surveillance LLC, as TrustAdvisor, Wells Fargo Bank, National Association, as Certificate Administrator,as Tax Administrator and as Custodian, and Wilmington Trust, NationalAssociation, as Trustee (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K/A filed on July 1, 2015 under Commission File No. 333-195164-08and incorporated by reference herein).

 

4.2 Pooling and ServicingAgreement, dated as of April 1, 2015, by and among Citigroup CommercialMortgage Securities Inc., as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer, SitusHoldings, LLC, as Operating Advisor, Citibank, N.A., as CertificateAdministrator, and Deutsche Bank Trust Company Americas, as Trustee (filed asExhibit 99.5 to the registrant’s Current Report on Form 8-K filed on May21, 2015 under Commission File No. 333-195164-08 and incorporated by referenceherein).

 

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

 

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

| 33.1 Wells Fargo Bank,   National Association, as Master Servicer                                                                                                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer                                                                               |
| 33.3 Wilmington Trust, National  Association, as Trustee (Omitted. See Explanatory Notes.)                                                                                   |
| 33.4 Wells Fargo Bank,  National Association, as Certificate Administrator                                                                                                   |
| 33.5 Wells Fargo Bank,  National Association, as Custodian                                                                                                                   |
| 33.6 Pentalpha Surveillance  LLC, as Trust Advisor                                                                                                                           |
| 33.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                     |
| 33.8 National Tax Search,  LLC, as Servicing Function Participant                                                                                                            |
| 33.9 Wells Fargo Bank, National  Association, as Primary Servicer of the Eastgate One Phases I-VII & XII  Mortgage Loan (see Exhibit 33.1)                               |
| 33.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate One Phases I-VII & XII Mortgage Loan (see Exhibit 33.2) |
| 33.11 Wilmington Trust,  National Association, as Trustee of the Eastgate One Phases I-VII & XII  Mortgage Loan (Omitted. See Explanatory Notes.)                        |
| 33.12 Wells Fargo Bank, National  Association, as Certificate Administrator of the Eastgate One Phases I-VII  & XII Mortgage Loan (see Exhibit 33.4)                     |
| 33.13 Wells Fargo Bank,  National Association, as Custodian of the Eastgate One Phases I-VII & XII  Mortgage Loan (see Exhibit 33.5)                                     |
| 33.14 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate One Phases I-VII & XII Mortgage  Loan (see Exhibit 33.6)                                             |
| 33.15 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  One Phases I-VII & XII Mortgage Loan (see Exhibit 33.7)       |
| 33.16 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate One Phases I-VII &  XII Mortgage Loan (see Exhibit 33.8)                              |
| 33.17 Wells Fargo Bank, National  Association, as Primary Servicer of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 33.1)                                       |
| 33.18 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate Two Phases VIII-X Mortgage Loan (see Exhibit 33.2)          |
| 33.19 Wilmington Trust,  National Association, as Trustee of the Eastgate Two Phases VIII-X Mortgage  Loan (Omitted. See Explanatory Notes.)                                 |
| 33.20 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate Two Phases  VIII-X Mortgage Loan (see Exhibit 33.4)                              |
| 33.21 Wells Fargo Bank,  National Association, as Custodian of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 33.5)                                              |
| 33.22 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate Two Phases VIII-X Mortgage Loan (see  Exhibit 33.6)                                                      |
| 33.23 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  Two Phases VIII-X Mortgage Loan (see Exhibit 33.7)                |
| 33.24 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate Two Phases VIII-X  Mortgage Loan (see Exhibit 33.8)                                       |
| 33.25 Wells Fargo Bank,  National Association, as Primary Servicer of the Brickyard Square Mortgage  Loan (see Exhibit 33.1)                                                 |
| 33.26 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Brickyard Square Mortgage Loan (see Exhibit 33.2)                    |
| 33.27 Wilmington Trust,  National Association, as Trustee of the Brickyard Square Mortgage Loan  (Omitted. See Explanatory Notes.)                                           |
| 33.28 Wells Fargo Bank,  National Association, as Certificate Administrator of the Brickyard Square  Mortgage Loan (see Exhibit 33.4)                                        |
| 33.29 Wells Fargo Bank,  National Association, as Custodian of the Brickyard Square Mortgage Loan (see  Exhibit 33.5)                                                        |
| 33.30 Pentalpha Surveillance  LLC, as Trust Advisor of the Brickyard Square Mortgage Loan (see Exhibit  33.6)                                                                |
| 33.31 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the  Brickyard Square Mortgage Loan (see Exhibit 33.7)                          |
| 33.32 National Tax Search,  LLC, as Servicing Function Participant of the Brickyard Square Mortgage Loan  (see Exhibit 33.8)                                                 |
| 33.33 Midland Loan Services,  a Division of PNC Bank, National Association, as Primary Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 33.2)           |
| 33.34 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 33.2)           |
| 33.35 Deutsche Bank Trust  Company Americas, as Trustee and Custodian of the Commerce Point I & II  Mortgage Loan (Omitted. See Explanatory Notes.)                      |
| 33.36 Citibank, N.A., as  Certificate Administrator of the Commerce Point I & II Mortgage Loan  (Omitted. See Explanatory Notes.)                                        |
| 33.37 Situs Holdings, LLC,  as Operating Advisor of the Commerce Point I & II Mortgage Loan (Omitted.  See Explanatory Notes.)                                           |
|                                                                                                                                                                         |   |

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

| 34.1 Wells Fargo Bank,   National Association, as Master Servicer                                                                                                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.2 Midland Loan Services, a  Division of PNC Bank, National Association, as Special Servicer                                                                               |
| 34.3 Wilmington Trust,  National Association, as Trustee (Omitted. See Explanatory Notes.)                                                                                   |
| 34.4 Wells Fargo Bank,  National Association, as Certificate Administrator                                                                                                   |
| 34.5 Wells Fargo Bank,  National Association, as Custodian                                                                                                                   |
| 34.6 Pentalpha Surveillance  LLC, as Trust Advisor                                                                                                                           |
| 34.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                     |
| 34.8 National Tax Search, LLC,  as Servicing Function Participant                                                                                                            |
| 34.9 Wells Fargo Bank,  National Association, as Primary Servicer of the Eastgate One Phases I-VII  & XII Mortgage Loan (see Exhibit 34.1)                               |
| 34.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate One Phases I-VII & XII Mortgage Loan (see Exhibit 34.2) |
| 34.11 Wilmington Trust,  National Association, as Trustee of the Eastgate One Phases I-VII & XII  Mortgage Loan (Omitted. See Explanatory Notes.)                        |
| 34.12 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate One Phases  I-VII & XII Mortgage Loan (see Exhibit 34.4)                     |
| 34.13 Wells Fargo Bank,  National Association, as Custodian of the Eastgate One Phases I-VII & XII  Mortgage Loan (see Exhibit 34.5)                                     |
| 34.14 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate One Phases I-VII & XII Mortgage  Loan (see Exhibit 34.6)                                             |
| 34.15 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  One Phases I-VII & XII Mortgage Loan (see Exhibit 34.7)       |
| 34.16 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate One Phases I-VII &  XII Mortgage Loan (see Exhibit 34.8)                              |
| 34.17 Wells Fargo Bank, National  Association, as Primary Servicer of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 34.1)                                       |
| 34.18 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate Two Phases VIII-X Mortgage Loan (see Exhibit 34.2)          |
| 34.19 Wilmington Trust,  National Association, as Trustee of the Eastgate Two Phases VIII-X Mortgage  Loan (Omitted. See Explanatory Notes.)                                 |
| 34.20 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate Two Phases  VIII-X Mortgage Loan (see Exhibit 34.4)                              |
| 34.21 Wells Fargo Bank,  National Association, as Custodian of the Eastgate Two Phases VIII-X Mortgage  Loan (see Exhibit 34.5)                                              |
| 34.22 Pentalpha Surveillance  LLC, as Trust Advisor of the Eastgate Two Phases VIII-X Mortgage Loan (see  Exhibit 34.6)                                                      |
| 34.23 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the Eastgate  Two Phases VIII-X Mortgage Loan (see Exhibit 34.7)                |
| 34.24 National Tax Search,  LLC, as Servicing Function Participant of the Eastgate Two Phases VIII-X  Mortgage Loan (see Exhibit 34.8)                                       |
| 34.25 Wells Fargo Bank,  National Association, as Primary Servicer of the Brickyard Square Mortgage  Loan (see Exhibit 34.1)                                                 |
| 34.26 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Brickyard Square Mortgage Loan (see Exhibit 34.2)                    |
| 34.27 Wilmington Trust,  National Association, as Trustee of the Brickyard Square Mortgage Loan  (Omitted. See Explanatory Notes.)                                           |
| 34.28 Wells Fargo Bank,  National Association, as Certificate Administrator of the Brickyard Square  Mortgage Loan (see Exhibit 34.4)                                        |
| 34.29 Wells Fargo Bank,  National Association, as Custodian of the Brickyard Square Mortgage Loan (see  Exhibit 34.5)                                                        |
| 34.30 Pentalpha Surveillance  LLC, as Trust Advisor of the Brickyard Square Mortgage Loan (see Exhibit  34.6)                                                                |
| 34.31 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant of the  Brickyard Square Mortgage Loan (see Exhibit 34.7)                          |
| 34.32 National Tax Search,  LLC, as Servicing Function Participant of the Brickyard Square Mortgage Loan  (see Exhibit 34.8)                                                 |
| 34.33 Midland Loan Services,  a Division of PNC Bank, National Association, as Primary Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 34.2)           |
| 34.34 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 34.2)           |
| 34.35 Deutsche Bank Trust  Company Americas, as Trustee and Custodian of the Commerce Point I & II  Mortgage Loan (Omitted. See Explanatory Notes.)                      |
| 34.36 Citibank, N.A., as  Certificate Administrator of the Commerce Point I & II Mortgage Loan  (Omitted. See Explanatory Notes.)                                        |
| 34.37 Situs Holdings, LLC,  as Operating Advisor of the Commerce Point I & II Mortgage Loan (Omitted.  See Explanatory Notes.)                                           |
|                                                                                                                                                                         |   |

35Servicer compliance statements.

| 35.1 Wells Fargo Bank,   National Association, as Master Servicer                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer                                                                              |
| 35.3 Wells Fargo Bank, National  Association, as Certificate Administrator                                                                                                  |
| 35.4 Wells Fargo Bank,  National Association, as Primary Servicer of the Eastgate One Phases I-VII  & XII Mortgage Loan (see Exhibit 35.1)                              |
| 35.5 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Eastgate One Phases I-VII & XII Mortgage Loan (see Exhibit 35.2) |
| 35.6 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate One Phases  I-VII & XII Mortgage Loan (see Exhibit 35.3)                     |
| 35.7 Wells Fargo Bank,  National Association, as Primary Servicer of the Eastgate Two Phases VIII-X  Mortgage Loan (see Exhibit 35.1)                                       |
| 35.8 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the Eastgate  Two Phases VIII-X Mortgage Loan (see Exhibit 35.2)          |
| 35.9 Wells Fargo Bank,  National Association, as Certificate Administrator of the Eastgate Two Phases  VIII-X Mortgage Loan (see Exhibit 35.3)                              |
| 35.10 Wells Fargo Bank,  National Association, as Primary Servicer of the Brickyard Square Mortgage  Loan (see Exhibit 35.1)                                                |
| 35.11 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Brickyard Square Mortgage Loan (see Exhibit 35.2)                   |
| 35.12 Wells Fargo Bank, National  Association, as Certificate Administrator of the Brickyard Square Mortgage  Loan (see Exhibit 35.3)                                       |
| 35.13 Midland Loan Services,  a Division of PNC Bank, National Association, as Primary Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 35.2)          |
| 35.14 Midland Loan Services,  a Division of PNC Bank, National Association, as Special Servicer of the  Commerce Point I & II Mortgage Loan (see Exhibit 35.2)          |
| 35.15 Citibank, N.A., as  Certificate Administrator of the Commerce Point I & II Mortgage Loan  (Omitted. See Explanatory Notes.)                                       |

 

99.1Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association(filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/Afiled on July 1, 2015 under Commission File No. 333-195164-08 and incorporatedby reference herein)

 

99.2Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Rialto Mortgage Finance, LLC (filed asExhibit 99.2 to the registrant’s Current Report on Form 8-K/A filed onJuly 1, 2015 under Commission File No. 333-195164-08 and incorporated byreference herein)

 

99.3Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and C-III Commercial Mortgage LLC (filedas Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filed onJuly 1, 2015 under Commission File No. 333-195164-08 and incorporated byreference herein)

 

99.4Mortgage Loan Purchase Agreement, dated as of May 13, 2015, among Wells FargoCommercial Mortgage Securities, Inc., Basis Real Estate Capital II, LLC andBasis Investment Group LLC (filed as Exhibit 99.4 to the registrant’s CurrentReport on Form 8-K/A filed on July 1, 2015 under Commission File No.333-195164-08 and incorporated by reference herein)