UNITED
STATESSECURITIES 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, 2021                  
|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 MerrillLynch 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 HoldingsLLC

(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 such files).



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 has filed a report
on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.



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.








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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.                                                                                                
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | On November 1, 2021, pursuant to the second amended and restated servicing agreement attached hereto as Exhibit 99.5, Computershare Trust Company, National Association was engaged to perform all or virtually all of Wells Fargo Bank, National Association’s roles as certificate administrator, custodian and trustee, as applicable, under the pooling and servicing agreement.



3






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.



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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.



5






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



Omitted.



Item 14. Principal Accountant 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 2021 fiscal year is $21,660,691.



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 follows:



In December 2014, Phoenix Light SF Limited and certain related
entities and the National Credit Union Administration (NCUA) filed complaints in the United States District Court for the Southern
District of New York against Wells Fargo Bank, alleging claims against Wells Fargo Bank in its capacity as trustee for a number
of residential mortgage-backed securities trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the
Southern District of New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the
plaintiffs allege that Wells Fargo Bank, as trustee, caused losses to investors, and plaintiffs assert causes of action based upon,
among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for
purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards
of care following alleged events of default. Wells Fargo Bank previously settled two class action lawsuits with similar allegations
that were filed in November 2014 and December 2016 by institutional investors in the Southern District of New York and New York
state court, respectively. In addition, Park Royal I LLC and Park Royal II LLC have filed complaints in New York state court alleging
Wells Fargo Bank, N.A., as trustee, failed to take appropriate actions upon learning of defective mortgage loan documentation.
In March 2021, the Company entered into an agreement to resolve the case filed by the NCUA.



In addition to the foregoing cases, in August 2014 and August
2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”) filed
a total of seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions,
Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residential mortgage-backed
securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer,
primary servicer or securities administrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee
the primary servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank
failed to perform default oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed
to provide Wells Fargo Bank notice of their representation and warranty breaches.



With respect to each of the foregoing 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 related RMBS trusts.



6






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.



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 “NCMSLT Action”). The complaint,
as 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 special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain
Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations
made on behalf of the DSTs in the NCMSLT Action.



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, a stay
of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court
ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court
entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of
Chancery concerning the DSTs and the Student Loans, which remains pending.



U.S. Bank denies liability in the NCMSLT Action and believes
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 and that it has meritorious defenses. It has contested and intends to continue
contesting the plaintiffs’ claims vigorously.



7






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



The information regarding this Item has been provided previously
in an annual report on Form 10-K of the issuing entity or in the prospectus of the issuing entity filed in a 424(b)(5) filing dated
July 27, 2012.



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.



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        



8






|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 Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian                                                                                                                                                
|     | 33.4 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                        
|     | 33.5 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                       
|     | 33.6 Park Bridge Lender Services LLC, as Operating Advisor                                                                                                                                                                                                                                                                   
|     | 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 Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian                                                                                                                                                
|     | 34.4 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                        
|     | 34.5 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                       
|     | 34.6 Park Bridge Lender Services LLC, as Operating Advisor                                                                                                                                                                                                                                                                   
|     | 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 Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian                                                                                                                                                
|     | 35.4 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                        
|     | 35.5 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                       
|     | 35.6 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).       



9






|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).                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99.5 | Second Amended and Restated Servicing Agreement, effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., Computershare Trust Company, N.A., Computershare Delaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on November 5, 2021 under SEC File No. 333-167764-03 and incorporated by reference herein).



b) See Item (a) above.



c) Not Applicable.



10






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:                          
| |                              



Date: March 28, 2022



11