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, 2019                  
|or                                                               
|                                                                 
|☐                                                                 | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                  |                                                                                             
|For the transition period from _____________
    to _____________



333-167764-03
Commission File Number of issuing entity:



Morgan
Stanley Bank of America Merrill Lynch Trust 2012-C5

(Central
Index Key Number 0001552327)
(Exact name of issuing entity as specified in its charter)



Morgan
Stanley Capital I Inc.

(Central
Index Key Number 0001547361)
(Exact name of registrant as specified in its charter)



Morgan
Stanley Mortgage Capital Holdings LLC

(Central
Index Key Number 0001541557)



Bank
of America, National Association

(Central
Index Key Number 0001102113)
(Exact names of sponsors as specified in their charters)



46-068109946-070092946-070959346-617919946-6181739
(I.R.S. Employer Identification No.)



New
York
(State or other jurisdiction of incorporation or organization)



c/o
Morgan Stanley Capital I Inc.1585 Broadway, New York, NY
(Address of principal executive offices)



10036
(Zip Code)



(212)
761-4000
(Registrant’s telephone number, including area code of issuing entity)



Securities
registered pursuant to Section 12(b) of the Act: None.



Securities
registered 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  ☒



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



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
Act of 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 submitted electronically and posted on its corporate Web Site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Not
Applicable.



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this 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 Form 10-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 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 extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Not
Applicable.



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 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 common equity, 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
Securities Exchange 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, Part II, 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.




















EXPLANATORY
NOTES



Except
as set forth below, each of the parties to each pooling and servicing agreement listed in the Exhibit Index both (1) participates
in the servicing function for purposes of Item 1122 of Regulation AB and (2) constitutes a servicer that meets the criteria in
Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of Regulation AB:



| | ● | The trustee under a pooling
    and servicing agreement has a nominal role with respect to the mortgage pool securitized pursuant to such pooling and servicing
    agreement. The trustee’s only servicing function is the contingent obligation to make certain advances if the master
    servicer under such pooling and servicing agreement fails to do so, while all other servicing functions are performed by other
    parties. The trustee under each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant
    that it has not made any such contingent advances during the reporting period, and consequently, each such trustee does not
    participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer
    for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of
    Regulation AB.                                                                                                                                                                                                                                                                                                                            
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | The operating advisor under a pooling and servicing
    agreement represents the interests of senior certificateholders in the transaction governed by such pooling and servicing
    agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement
    and producing certain reports to certificateholders relating to the resolution of the mortgage pool securitized pursuant to
    such pooling and servicing agreement. While the operating advisor under a pooling and servicing agreement has certain reporting
    obligations in respect of the related mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage
    pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing
    agreement participates in the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the
    “management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities”
    within the meaning of “servicer” under Item 1101 of Regulation AB and does not perform the functions of a servicer
    for purposes of Item 1123 of Regulation AB.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | KeyBank National Association is the current
    master servicer under the MSBAM 2012-C5 pooling and servicing agreement. Bank of America, National Association’s rights
    and obligations as master servicer under the MSBAM 2012-C5 pooling and servicing agreement were assigned to a predecessor
    of KeyBank National Association in June 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Rialto Capital Advisors, LLC is the current
    special servicer under the MSBAM 2012-C5 pooling and servicing agreement. In April 2018, Midland Loan Services, a Division
    of PNC Bank, National Association was replaced as special servicer under the MSBAM 2012-C5 pooling and servicing agreement
    and was succeeded by Rialto Capital Advisors, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | Park Bridge Lender Services LLC is the current
    operating advisor under the MSBAM 2012-C5 pooling and servicing agreement. In December 2019, Situs Holdings, LLC resigned as
    operating advisor under the MSBAM 2012-C5 pooling and servicing agreement and was succeeded by Park Bridge Lender Services
    LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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



| | ● | KeyBank National Association,
    as master servicer, engaged the services of Midland Loan Services, a Division of PNC Bank, National Association, and Berkadia
    Commercial Mortgage LLC, in each case as a sub-servicer in respect of the entire mortgage pool for the reporting period.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













PART
I



Item
1. Business.



Omitted.



Item
1A. Risk Factors.



Omitted.



Item
1B. Unresolved Staff Comments.



None.



Item
2. Properties.



Omitted.



Item
3. Legal Proceedings.



Omitted.



Item
4. Mine Safety Disclosures.



Omitted.



PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Omitted.



Item
6. Selected Financial Data.



Omitted.



Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



Omitted.













Item
7A. Quantitative and Qualitative Disclosures About Market Risk.



Omitted.



Item
8. Financial Statements and Supplementary Data.



Omitted.



Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.



Omitted.



Item
9A. Controls and Procedures.



Omitted.



Item
9B. Other Information.



None.



PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



Omitted.



Item
11. Executive Compensation.



Omitted.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Omitted.













Item
13. Certain Relationships and Related Transactions, and Director Independence.



Omitted.



Item
14. Principal Accounting Fees and Services.



Omitted.



PURSUANT
TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K



Item
1112(b) of Regulation AB, Significant Obligors Financial Information.



The
mortgaged property securing the Legg Mason Tower loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation
AB. The most recent (unaudited) net operating income of the significant obligor for the 2019 fiscal year is $22,891,306.



Item
1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.



No
entity or group of affiliated entities provides any enhancement or other support for the certificates as described 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 any derivative instruments for the certificates as described under Item 1115 of
Regulation AB.



Item
1117 of Regulation AB, Legal Proceedings.



The
registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated
by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by
Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders,
other than as disclosed in the prospectus of the issuing entity filed in a 424(b)(5) filing dated July 27, 2012, and other than
as follows:



Beginning
on June 18, 2014, a group of institutional investors 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 causes of 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 events of 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. In November 2018, Wells Fargo Bank reached an agreement, in which it denied any
wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts at issue. On May 6, 2019, the court entered an
order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain
other institutional investors concerning several RMBS trusts in New York federal and state court are not covered by the agreement.
With respect to such litigations, Wells Fargo Bank believes plaintiffs' claims are 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.















In
the last several years, U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have been
sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts.
The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees
caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with
the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported
failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify
securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers
and abide by a heightened standard of care following alleged events of default. Currently, U.S. Bank is a defendant in multiple
actions alleging individual or class action claims against it.



U.S.
Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions
were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting
the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the
possible impact of these litigations on the trustee or the RMBS trusts.



On
March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities
backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank
National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three
other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is
captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS
(Del. Ch.). The complaint, which was later amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported
misconduct or omissions by the defendants concerning administration of the trusts and servicing of the student loans.



U.S.
Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance
in all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordingly
that the claims against it in the lawsuit are without merit.



U.S.
Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court
Rules 12(b)(1) and 12(b)(6) or, in the alternative, U.S. Bank requested a stay of the case while other prior filed disputes involving
the DSTs and the Student Loans are being litigated. On November 7, 2018, the Court ruled that the case should be stayed in its
entirety pending resolution of the first-filed cases.













Item
1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.



In addition
to the information regarding this Item that has been disclosed in the prospectus of the issuing entity filed in a 424(b)(5) filing dated July 27, 2012,
on November 30, 2018, Rialto Capital Advisors, LLC ("RCA"), the special servicer under the MSBAM 2012-C5 pooling and servicing agreement, was acquired
by investment funds managed by Stone Point Capital LLC, in partnership with the management team of RCA's affiliates. Situs Holdings, LLC, the operating
advisor under the MSBAM 2012-C5 pooling and servicing agreement until its resignation on December 27, 2019, is a wholly owned subsidiary of an affiliated
entity of Stone Point Capital LLC.



Item
1122 of Regulation AB, Compliance with Applicable Servicing Criteria.



The
reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports
on such assessments of compliance are attached hereto under Item 15.



The
reports 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 discloses that a material instance of noncompliance 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 the transaction 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 initial setup 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 by Midland, including the use of various
data computation formulas, quality control checks and analysis.



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



Steps
Taken to Remedy the Material Instance of Noncompliance



Midland’s
Schedule AL reporting process was enhanced in April of 2019, however, the process remained manual throughout the 2019 calendar
year and additional errors during such year were identified during the related audit. Following identification, Midland made staffing
changes and additional improvements to its processes and procedures to support its Schedule AL reporting obligations and expects
to move to an automated solution for this process.



Item
1123 of Regulation AB, Servicer Compliance Statement.



The
servicer compliance statements are attached hereto under Item 15.



PART
IV



Item
15. Exhibits, Financial Statement Schedules.



|a) Exhibits
|-----------
|           
|4.1        













|31   | Rule 13a-14(d)/15d-14(d) Certifications.                                                                                                                                                                                                                                                                                                 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                          
|33   | Reports on assessment of compliance with servicing
    criteria for asset-backed securities.                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                          
|     | 33.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                        
|     | 33.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                
|     | 33.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                    
|     | 33.4 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                                   
|     | 33.5 Park Bridge Lender Services LLC, as Operating Advisor (from 12/27/19 to 12/31/19)                                                                                                                                                                                                                                                   
|     | 33.6 Situs Holdings, LLC, as Operating Advisor (from 1/1/19 to 12/26/19)                                                                                                                                                                                                                                                                 
|     | 33.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer                                                                                                                                                                                                                                            
|     | 33.8 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                          
|34   | Attestation reports on assessment of compliance
    with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                          
|     | 34.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                        
|     | 34.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                
|     | 34.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                    
|     | 34.4 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                                   
|     | 34.5 Park Bridge Lender Services LLC, as Operating Advisor (from 12/27/19 to 12/31/19)                                                                                                                                                                                                                                                   
|     | 34.6 Situs Holdings, LLC, as Operating Advisor (from 1/1/19 to 12/26/19)                                                                                                                                                                                                                                                                 
|     | 34.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer                                                                                                                                                                                                                                            
|     | 34.8 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                          
|35   | Servicer compliance statements.                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                          
|     | 35.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                        
|     | 35.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                
|     | 35.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                    
|     | 35.4 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                                   
|     | 35.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                          
|99.1 | Mortgage
    Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital
    Holdings LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under
    SEC File No. 333-167764-03 and incorporated by reference herein).
|     |                                                                                                                                                                                                                                                                                                                                          
|99.2 | Mortgage
    Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Capital I Inc. and Bank of America, National Association
    (filed as Exhibit 99.2 to the registrant’s Current Report
    on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).       













|99.3 | Primary
    Servicing Agreement, dated as of July 1, 2012, between Bank of America, National Association, as master servicer, and Midland
    Loan Services, a Division of PNC Bank, National Association, as primary servicer (filed as Exhibit 99.3 to the registrant’s
    Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|99.4 | Subservicing
    Agreement dated and effective as of June 24, 2013 by and between Keycorp Real Estate Capital Markets, Inc. and Berkadia Commercial
    Mortgage LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on June 28, 2013 under SEC
    File No. 333-167764-03 and incorporated by reference herein).                                                               



b)
See Item (a) 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 on its behalf by the undersigned, thereunto duly authorized.

|                     |                               |                                                                                                    
|-------------------- | ----------------------------- | ---------------------------------------------------------------------------------------------------
|                     | Morgan Stanley Capital I Inc.
|                     | (Depositor)                  
|                     |                               |                                                                                                    
|                     | By:                           | /s/
    Jane Lam                                                                                   
|                     |                               | Jane Lam, Director and President 
    (senior officer in charge of securitization of the depositor)
|                     |                               |                                                                                                    
|Date: March 26, 2020 |                               |