**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

 

(Mark one)

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

**    For the fiscal year endedDecember 31, 2019 OR**

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

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

 

 

 

**Commission file number:333-180779-12**

 

**Central Index Key Number of the issuingentity:0001623916**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2014-C19**

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

 

**Central Index Key Number of the depositor:0001547361**

 

**Morgan Stanley Capital I Inc.**

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

 

**Central Index Key Number of the sponsor:0001541557**

 

**Morgan Stanley Mortgage Capital Holdings LLC**

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

 

**Central Index Key Number of the sponsor:0001102113**

 

**Bank of America, National Association**

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

 

**Central Index Key Number of the sponsor:0001548567**

 

**CIBC Inc.**

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

 

| **New York**                                                        | **38‐3943161  38‐3943162  38‐3943163  38‐7127872** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**                               |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

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

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

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

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post suchfiles).

 

  Notapplicable.

 

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

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSBAM2014-C19 mortgage pool includes the following mortgage loans, each of which isserviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):• the 300 North LaSalle mortgage loan, which is serviced pursuant to the MSBAM2014-C18 pooling and servicing agreement attached hereto as Exhibit 4.2.

 

Except asset forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

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

 

• Thecertificate administrator under a pooling and servicing agreement performs variouspayment administration functions solely for the securitization governed by suchpooling and servicing agreement and the mortgage pool securitized pursuant tosuch pooling and servicing agreement and does not have any obligations withrespect to any other transaction. Consequently, the certificate administratorunder an Outside Pooling and Servicing Agreement does not participate in theservicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

• Theoperating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement. The operating advisor under a pooling and servicing agreement doesnot have any obligations with respect to any other transaction and is solelyobligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item 1122of Regulation AB nor performs the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 1123 of Regulation AB. In addition, while the operating advisor under apooling and servicing agreement has certain reporting obligations in respect ofthe related mortgage pool, it has no obligation to collect or disburse funds inrespect of the mortgage pool or to administer any of the underlying mortgageloans.  Consequently, the operating advisor under a pooling and servicingagreement participates in the servicing function for purposes of Item 1122 ofRegulation AB, but is not responsible for the “management or collection of thepool assets or making allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101 of Regulation ABand does not perform the functions of a servicer for purposes of Item 1123 ofRegulation AB.

 

• RialtoCapital Advisors, LLC is the current special servicer under the MSBAM 2014-C19pooling and servicing agreement. In July 2018, CWCapital Asset Management LLCwas replaced as special servicer under the MSBAM 2014-C19 pooling and servicingagreement and was succeeded by Rialto Capital Advisors, LLC. CWCapital Asset ManagementLLC remains the special servicer under the MSBAM 2014-C19 pooling and servicingagreement solely with respect to the Linc LIC mortgage loan.

 

In addition, each of the following parties engaged the services ofcertain servicing function participants and sub-servicers for the reportingperiod, as set forth below:• Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Commercial Real Estate Services, Inc. and National TaxSearch, LLC, in each case as a servicing function participant in respect of theentire mortgage pool for the reporting period.• Wells Fargo Bank, National Association, as master servicer under the MSBAM2014-C18 pooling and servicing agreement, pursuant to which the 300 NorthLaSalle mortgage loan is serviced, engaged the services of CoreLogic CommercialReal Estate Services, Inc. and National Tax Search, LLC, in each case as aservicing function participant in respect of the 300 North LaSalle mortgageloan for the reporting period.

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accounting Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Not applicable.

 

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

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty 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 a424(b)(5) filing dated December 19, 2014, and other than as follows:

 

Beginningon June 18, 2014, a group of institutional investors filed civil complaints inthe 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 residentialmortgage backed securities (“RMBS”) trusts. The complaints against Wells FargoBank alleged that the trustee caused losses to investors and asserted causes ofaction based upon, among other things, the trustee's alleged failure to: (i)notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought included money damages in anunspecified amount, reimbursement of expenses, and equitable relief. InNovember 2018, Wells Fargo Bank reached an agreement, in which it denied anywrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trustsat issue. On May 6, 2019, the court entered an order approving the settlementagreement. Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning severalRMBS trusts in New York federal and state court are not covered by the agreement.With respect to such litigations, Wells Fargo Bank believes plaintiffs' claimsare without merit and intends to contest the claims vigorously, but there canbe no assurances as to the outcome of the litigations or the possible impact ofthe litigations on Wells Fargo Bank or the RMBS trusts.

 

In the last several years, U.S. Bank NationalAssociation (“U.S. Bank”) and other large financial institutions have been suedin their capacity as trustee or successor trustee for certain residentialmortgage backed securities ("RMBS") trusts. The complaints, primarilyfiled by investors or investor groups against U.S. Bank and similarinstitutions, allege the trustees caused losses to investors as a result ofalleged failures by the sponsors, mortgage loan sellers and servicers to complywith the governing agreements for these RMBS trusts. Plaintiffs generallyassert causes of action based upon the trustees’ purported failures to enforcerepurchase obligations of mortgage loan sellers for alleged breaches of representationsand warranties, notify securityholders of purported events of default allegedlycaused by breaches of servicing standards by mortgage loan servicers and abideby a heightened standard of care following alleged events of default.Currently, U.S. Bank is a defendant in multiple actions alleging individual orclass action claims against it.

 

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

 

On March 9, 2018, a law firm purporting to representfifteen Delaware statutory trusts (the “DSTs”) that issued securities backed bystudent loans (the “Student Loans”) filed a lawsuit in the Delaware Court ofChancery against U.S. Bank National Association (“U.S. Bank”) in its capacitiesas indenture trustee and successor special servicer, and three otherinstitutions in their respective transaction capacities, with respect to theDSTs and the Student Loans. This lawsuit is captioned The National CollegiateStudent 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 onJune 15, 2018, alleged that the DSTs have been harmed as a result of purportedmisconduct or omissions by the defendants concerning administration of thetrusts and servicing of the student loans.

 

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

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety 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 otherprior filed disputes involving the DSTs and the Student Loans are beinglitigated. On November 7, 2018, the Court ruled that the case should be stayedin its entirety pending resolution of the first-filed cases.

 

On December 17, 2015, U.S. Bank National Association,the trustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million (“DisputedProceeds”) received by CWCAM in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York securing loans heldby those trusts. CWCAM was the special servicer of such property. The petitionrequests the State Court to instruct the trustee, the trust beneficiaries, andany other interested parties as to the amount of the Disputed Proceeds, if any,that constitute penalty interest and/or the amount of the Disputed Proceeds, ifany, that constitute gain-on-sale proceeds, with respect to each trust. OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens. On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”). On October 21, 2016, the Federal Courtheld a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), a motionto remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. On March 14, 2017, the Federal Courtreserved the determination on the motion to hear CWCAM’s request for reconsiderationof the motion to dismiss, denied the motion to remand the matter to state courtand granted the motion to transfer the proceeding to the SDNY Court. Crossmotions for judgment on the pleadings were filed but the SDNY Court was unableto decide the case based on the pleadings and the SDNY Court ordered discovery.All fact discovery was completed in December, 2018 and expert discovery wascompleted on March 15, 2019. The parties to the proceeding are engaging indispositive motion practice. There can be no assurances as to possible impacton CWCAM of these rulings and the transfer to the SDNY Court. However, CWCAMbelieves that it has performed its obligations under the related pooling andservicing agreements in good faith, and that the Disputed Proceeds wereproperly allocated to CWCAM as penalty interest, and it intends to vigorouslycontest any claim that such Disputed Proceeds were improperly allocated aspenalty interest.

 

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) with the SupremeCourt of the State of New York, County of New York (the “RAIT Court”), claimingit owns $18,500,000 of a mortgage loan secured by the development of the OneCongress Street Property in Boston, Massachusetts (the “Loan”) and seeking (a)a declaratory judgment stating that RAIT Preferred Funding is the directinglender under a co-lender agreement dated March 28, 2007 and a pooling andservicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating that theRAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”) statingthat the claims in the RAIT Complaint were properly stated.  On June 30,2016, CWCAM filed a reply in support of the Motion to Dismiss and in responseto the Opposition, stating that each of CWCAM’s arguments is supported by theexpress language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017.  Pursuant tothe terms of the 2016 Settlement, upon satisfaction of a term of the 2016Settlement by August 25, 2017 (or such later date agreed to by the parties),the RAIT Preferred Funding litigation will be dismissed, with prejudice. On May 19, 2017 the Borrower repaid the Loan in accordance with the terms ofthe notes and satisfied the condition to dismissal with prejudice.  RAIThas refused to dismiss the case and is claiming that the B Note should be paidin full.  CWCAM believes that it has performed its obligations under theOperative Agreements in good faith, and that the action should be dismissedwith prejudice.  On August 29, 2017, the RAIT Court granted leave to RAITPreferred Funding to amend its complaint.  On September 20, 2017, RAITPreferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”),which omits its original claims, adds Wells Fargo Bank as a defendant, andseeks (a) specific performance requiring repayment of the $18,500,000 principalamount of the B Note or, in the alternative, monetary damages, including the$18,500,000 principal amount of the B Note, in an amount to be determined attrial, (b) monetary damages on any fees paid to CWCAM as special servicer orWells Fargo Bank as master servicer in connection with the borrower’s repaymentof the Loan, (c) a declaratory judgment that RAIT Preferred Funding is entitledto recover the full $18,500,000 principal amount of the B Note, (d) punitive damagesagainst CWCAM, and (e) other things.  On October 11, 2017, CWCAM filed amotion to dismiss the RAIT Amended Complaint (“CWCAM Motion to Dismiss AmendedComplaint”) stating that the RAIT Amended Complaint did not state a claim andthe essential facts of the RAIT Amended Complaint are negated by the OperativeAgreements and other admissible evidentiary materials.  On November 13,2017, Wells Fargo Bank filed a motion to dismiss the RAIT Amended Complaint(the “Wells Fargo Motion to Dismiss Amended Complaint”) and joined the CWCAMMotion to Dismiss Amended Complaint.  On January 29, 2018, the courtdismissed all claims but for breach of contract and discovery hascommenced.  CWCAM filed a Motion for Summary Judgement on March 18,2019.  This matter was settled and the case dismissed on May 15, 2019.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debt obligationtransaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 countspled in the Original Complaint. Of those 14, 5 claims were asserted againstCWCAM for aiding and abetting breach of fiduciary duty, conversion and unjustenrichment. On May 23, 2018, the Original Complaint was dismissed for lack ofsubject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York,County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital InvestmentsLLC, et al., Index No. 653277/2018 (the “New Complaint”). The gravamen of theNew Complaint is the same as the previous complaint filed in the United StateDistrict Court for the Southern District of New York. In total there are 16counts pled in the New Complaint. Of those 16 counts, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment, 1 count seeks a declaratory judgement that the plaintiff hasthe right to enforce the contracts in question and 1 count seeks an injunctionrequiring the defendants to recognize the plaintiff as the directing holder forthe trusts in question. On January 11, 2019, the plaintiff dismissed withprejudice the declaratory judgment and injunction counts. The New Complaint andrelated summons was not served on the defendants until July 13, 2018 and July16, 2018. The plaintiff’s motion for a preliminary injunction was denied by thecourt on July 31, 2018. On August 3, 2018, the defendants, including CWCAM,filed a motion to dismiss the New Complaint in its entirety. On August 20,2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts. Of the remaining counts, 2 are asserted against CWCAM for aiding andabetting breach of fiduciary duty and unjust enrichment. On September 19, 2019,CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August 20,2019 dismissal order and on September 26, 2019, filed an amended complaintagainst CWCI and CWCAM attempting to address deficiencies relating to certainof the claims dismissed by the August, 20, 2019 order. CWCI and CWCAM filed itsMotion to Dismiss the amended complaint on October 28, 2019. CWCAM believesthat it has performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit. CWCAM intends to vigorously contest each of the remainingclaims.

 

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

 

Inaddition to the information regarding this item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(5) filing dated December 19,2014, Rialto Capital Advisors, LLC, the special servicer under the MSBAM2014-C18 securitization, pursuant to which the 300 North LaSalle mortgage loanis serviced, is also the special servicer under the MSBAM 2014-C19securitization.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1)Pooling and Servicing Agreement, dated as of December1, 2014, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, CWCapital Asset Management LLC, asspecial servicer, Park Bridge Lender Services LLC, as trust advisor, WilmingtonTrust, National Association, as trustee, and Wells Fargo Bank, NationalAssociation, as custodian, certificate administrator, certificate registrar andauthenticating agent (filed as Exhibit 4.1 to the registrant's Current Reporton Form 8-K/A filed on March 27, 2015 under SEC File No. 333-180779-12 andincorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September1, 2014, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as trust advisor, and U.S.Bank National Association, as custodian, trustee, certificate administrator,certificate registrar and authenticating agent, relating to the MSBAM 2014-C18securitization transaction, pursuant to which the 300 North LaSalle MortgageLoan is serviced (filed as Exhibit 99.4 to the registrant's Current Report onForm 8-K filed on December 19, 2014 under SEC File No. 333-180779-12 and incorporatedby reference herein).

 

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

 

(33)  Reportson assessment of compliance with servicing criteria for asset-backedsecurities.

 

33.1  WellsFargo Bank, National Association, as Certificate Administrator

 

33.2  WellsFargo Bank, National Association, as Custodian

 

33.3  WellsFargo Bank, National Association, as Master Servicer

 

33.4  RialtoCapital Advisors, LLC, as Special Servicer

 

33.5  CWCapitalAsset Management LLC, as Special Servicer (with respect to the Linc LICmortgage loan)

 

33.6  ParkBridge Lender Services LLC, as Operating Advisor

 

33.7  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant

 

33.8  NationalTax Search, LLC, as Servicing Function Participant

 

33.9  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.10  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSBAM 2014-C18 securitization, pursuant to which the following mortgageloans were serviced by such party: 300 North LaSalle (from 1/1/19 to 12/31/19)(see Exhibit 33.7)

 

33.11  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

33.12  RialtoCapital Advisors, LLC, as Special Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 33.4)

 

33.13  U.S.Bank National Association, as Custodian under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19)

 

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

 

34.1  WellsFargo Bank, National Association, as Certificate Administrator

 

34.2  WellsFargo Bank, National Association, as Custodian

 

34.3  WellsFargo Bank, National Association, as Master Servicer

 

34.4  RialtoCapital Advisors, LLC, as Special Servicer

 

34.5  CWCapitalAsset Management LLC, as Special Servicer (with respect to the Linc LICmortgage loan)

 

34.6  ParkBridge Lender Services LLC, as Operating Advisor

 

34.7  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant

 

34.8  NationalTax Search, LLC, as Servicing Function Participant

 

34.9  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.10  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSBAM 2014-C18 securitization, pursuant to which the following mortgageloans were serviced by such party: 300 North LaSalle (from 1/1/19 to 12/31/19)(see Exhibit 34.7)

 

34.11  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

34.12  RialtoCapital Advisors, LLC, as Special Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 34.4)

 

34.13  U.S.Bank National Association, as Custodian under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19)

 

(35). Servicer compliancestatement.

 

35.1  WellsFargo Bank, National Association, as Certificate Administrator

 

35.2  WellsFargo Bank, National Association, as Custodian

 

35.3  WellsFargo Bank, National Association, as Master Servicer

 

35.4  RialtoCapital Advisors, LLC, as Special Servicer

 

35.5  CWCapitalAsset Management LLC, as Special Servicer (with respect to the Linc LICmortgage loan)

 

35.6  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.7  RialtoCapital Advisors, LLC, as Special Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19) (see Exhibit 35.4)

 

35.8  U.S.Bank National Association, as Custodian under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced bysuch party: 300 North LaSalle (from 1/1/19 to 12/31/19)

 

(99.1)MortgageLoan Purchase Agreement, dated December 9, 2014, between Morgan Stanley CapitalI Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1to the registrant's Current Report on Form 8-K/A filed on March 27, 2015 underSEC File No. 333-180779-12 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated December 9, 2014, between Morgan Stanley CapitalI Inc. and Bank of America, National Association (filed as Exhibit 99.2 to theregistrant's Current Report on Form 8-K/A filed on March 27, 2015 under SECFile No. 333-180779-12 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated December 9, 2014, between Morgan Stanley CapitalI Inc. and CIBC Inc. (filed as Exhibit 99.3 to the registrant's Current Reporton Form 8-K/A filed on March 27, 2015 under SEC File No. 333-180779-12 andincorporated by reference herein).

 

(b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 26, 2020