**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, 2017 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** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐3943162** |
|                                                                | **38‐3943163** |
|                                                                | **38‐7127872** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

**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:

 

  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 theExchange 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**

 

TheMSBAM 2014-C19 mortgage pool includes the following mortgage loans, each ofwhich is serviced 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 theMSBAM 2014-C18 pooling and servicing agreement attached hereto as Exhibit 4.2.

 

Exceptas set 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:

 

•The trustee under a pooling and servicing agreement has a nominal role withrespect to the mortgage pool securitized pursuant to such pooling and servicingagreement. The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing 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” underItem 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

•The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction. Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

•The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by such poolingand servicing agreement and is responsible for monitoring the performance ofthe special servicer under such pooling and servicing agreement and producingcertain reports to certificateholders relating to the resolution of themortgage pool securitized pursuant to such pooling and servicing agreement. Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item1123 of Regulation AB. In addition, while the operating advisor under a poolingand servicing agreement has certain reporting obligations in respect of therelated 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 collectionof the pool assets or making allocations or distributions to holders of theasset-backed securities” within the meaning of “servicer”under Item 1101 of Regulation AB and does not perform the functions of aservicer for purposes of Item 1123 of Regulation AB.

 

•Rialto Capital Advisors, LLC, is the special servicer under the MSBAM 2014-C18pooling and servicing agreement, pursuant to which the 300 North LaSallemortgage loan is serviced. Because Rialto Capital Advisors, LLC is not theMSBAM 2014-C19 special servicer, is not affiliated with any sponsor andservices only the 300 North LaSalle mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, Rialto Capital Advisors, LLC, asMSBAM 2014-C18 special servicer constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, asspecified in the Instruction to Item 1123.

 

•U.S. Bank National Association, is the custodian under the MSBAM 2014-C18pooling and servicing agreement, pursuant to which the 300 North LaSallemortgage loan is serviced. Because U.S. Bank National Association is not theMSBAM 2014-C19 custodian, is not affiliated with any sponsor and services onlythe 300 North LaSalle mortgage loan, which constitutes more than 5% but lessthan 10% of the mortgage pool, U.S. Bank National Association, as MSBAM2014-C18 custodian constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified inthe Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset 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 theMSBAM 2014-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:

 

OnJune 18, 2014, a group of institutional investors filed a civil complaint inthe Supreme Court of the State of New York, New York County, against WellsFargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trusteeunder 276 residential mortgage backed securities (“RMBS”) trusts,which was later amended on July 18, 2014, to increase the number of trusts to284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion tovoluntarily dismiss the state court action without prejudice. That same day, agroup of institutional investors filed a putative class action complaint in theUnited States District Court for the Southern District of New York (the“District Court”) against Wells Fargo Bank, alleging claims againstthe bank in its capacity as trustee for 274 RMBS trusts (the “FederalCourt Complaint”). In December 2014, the plaintiffs’ motion tovoluntarily dismiss their original state court action was granted. As with theprior state court action, the Federal Court Complaint is one of six similarcomplaints filed contemporaneously against RMBS trustees (Deutsche Bank,Citibank, HSBC, Bank of New York Mellon and US Bank) by a group ofinstitutional investor plaintiffs. The Federal Court Complaint against WellsFargo Bank alleges that the trustee caused losses to investors and assertscauses of action based upon, among other things, the trustee's alleged failureto: (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 includes money damages in anunspecified amount, reimbursement of expenses, and equitable relief. Othercases alleging similar causes of action have been filed against Wells FargoBank and other trustees in the District Court by RMBS investors in these andother transactions, and these cases against Wells Fargo Bank are proceedingbefore the same District Court judge. A similar complaint was also filed May27, 2016 in New York state court by a different plaintiff investor. On January19, 2016, an order was entered in connection with the Federal Court Complaintin which the District Court declined to exercise jurisdiction over 261 trustsat issue in the Federal Court Complaint; the District Court also allowedplaintiffs to file amended complaints as to the remaining, non-dismissedtrusts, if they so chose, and three amended complaints have been filed. OnDecember 17, 2016, the investor plaintiffs in the 261 trusts dismissed from theFederal Court Complaint filed a new complaint in New York state court (the“State Court Complaint”). In September 2017, Royal Park InvestmentsSA/NV (“Royal Park”), one of the plaintiffs in the District Courtcases against Wells Fargo Bank, filed a putative class action complaint relatingto two trusts seeking declaratory and injunctive relief and money damages basedon Wells Fargo Bank’s indemnification from trust funds for legal fees andexpenses Wells Fargo Bank incurs or has incurred in defending the DistrictCourt case filed by Royal Park. With respect to the foregoing litigations,Wells Fargo Bank believes plaintiffs' claims are without merit and intends tocontest the claims vigorously, but there can be no assurances as to the outcomeof the litigations or the possible impact of the litigations on Wells FargoBank or the RMBS trusts.

 

Since 2014 various plaintiffsor groups of plaintiffs, primarily investors, have filed claims against U.S.Bank National Association (“U.S. Bank”), in its capacity as trusteeor successor trustee (as the case may be) under certain residential mortgagebacked securities ("RMBS") trusts.  The plaintiffs or plaintiffgroups have filed substantially similar complaints against other RMBS trustees,including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and WellsFargo.  The complaints against U.S. Bank allege the trustee caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers for these RMBS trusts and assert causes of action basedupon the trustee's purported failure to enforce repurchase obligations ofmortgage loan sellers for alleged breaches of representations and warrantiesconcerning loan quality.  The complaints also assert that the trusteefailed to notify securityholders of purported events of default allegedlycaused by breaches of servicing standards by mortgage loan servicers and thatthe trustee purportedly failed to abide by a heightened standard of carefollowing alleged events of default.  

               

Currently U.S. Bank is adefendant in multiple actions alleging individual or class action claimsagainst the trustee with respect to multiple trusts as described above with themost substantial case being:  *BlackRock Balanced Capital Portfolio**etal v. U.S. Bank National Association*, No. 605204/2015 (N.Y. Sup. Ct.)(class action alleging claims with respect to approximately 770 trusts) and itscompanion case *BlackRock Core Bond Portfolio et al v. U.S Bank NationalAssociation*, No. 14-cv-9401 (S.D.N.Y.).  Some of the trusts implicatedin the aforementioned Blackrock cases, as well as other trusts, are involved inactions brought by separate groups of plaintiffs related to no more than 100trusts per case. 

 

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

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the"Minnesota Court") for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million("Disputed  Proceeds") received by CWCapital Asset ManagementLLC (“CWCAM”) in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York (the"Stuyvesant Town Property") securing loans held by those trusts.CWCAM was the special servicer of the Stuyvesant Town Property. The petitionrequests the Minnesota Court to instruct the trustee, the trust beneficiaries,and any other interested parties as to the amount of the Disputed Proceeds, ifany, that constitute penalty interest and/or the amount of the DisputedProceeds, if any, that constitute gain-on-sale proceeds, with respect to eachtrust. On February 24, 2016, CWCAM made a limited appearance with the MinnesotaCourt to file a motion to dismiss this proceeding based on lack ofjurisdiction, mootness, standing and forum non conveniens. On July 19, 2016, theMinnesota Court denied CWCAM's motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (the "Federal Court"). OnOctober 21, 2016, the Federal court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (the "SDNY Court"), a motion to remand to state court and amotion to hear CWCAM's request for reconsideration of the motion to dismiss. OnMarch 14, 2017, the Federal Court reserved the determination on the motion tohear CWCAM's request for reconsideration of the motion to dismiss, denied themotion to remand the matter to state court and granted the motion to transferthe proceeding to the SDNY Court. There can be no assurances as to the possibleimpact on CWCAM of these rulings and the transfer to the SDNY Court. As ofDecember 31, 2017, cross motions for judgment on the pleadings were pendingbefore the SDNY Court and on March 9, 2018, the SDNY Court denied the crossmotions for judgment on the pleadings and the matter is proceeding todiscovery. However, CWCAM believes that it has performed its obligations underthe related pooling and servicing agreements in good faith, and that theDisputed Proceeds were properly allocated to CWCAM as penalty interest, and itintends to vigorously contest any claim that such Disputed Proceeds wereimproperly allocated as penalty interest.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. ("RAIT PreferredFunding") commenced a complaint ("RAIT Complaint") with the SupremeCourt of the State of New York, County of New York (the "RAITCourt"), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street property in Boston, Massachusetts (the"One Congress Street Loan") and seeking (a) a declaratory judgmentstating that RAIT Preferred Funding is the directing lender under a co-lenderagreement dated March 28, 2007 and a pooling and servicing agreement datedMarch 1, 2007 (collectively, the "Operative  Agreements") andwas the directing lender at the time of the improper modification of OneCongress Street Loan, (b) a declaratory judgment stating that RAIT PreferredFunding has the right to terminate the special servicer, (c) monetary damagesfor the value of the bonds and fees paid to CWCAM as the special servicer ofthe One Congress Street Loan and (d) other things. On May 17, 2016, CWCAM fileda motion to dismiss the RAIT Complaint (the "Motion to Dismiss") stating that the RAIT Complaint did not state a claim and theessential facts of the RAIT Complaint are negated by affidavits and evidentiarymaterials submitted with the RAIT Complaint. On June 14, 2016, RAIT PreferredFunding filed a memorandum of law in opposition to the OCS Motion to Dismiss(the "Opposition") stating that the claims in the RAIT Complaint wereproperly stated. On June 30, 2016, CWCAM filed a reply in support of the Motionto Dismiss and in response to the Opposition, stating that each of CWCAM'sarguments is supported by the express language of the agreements between theparties, the documentary evidence and New York case law. On September 30, 2016,RAIT Preferred Funding and CWCAM entered into a confidential settlementagreement (the "2016 Settlement"), which provides for a stay of theRAIT Preferred Funding litigation (the "Litigation Stay") throughAugust 25, 2017. Pursuant to the terms of the 2016 Settlement, uponsatisfaction of a term of the 2016 Settlement by August 25, 2017 (or such laterdate agreed to by the parties), the RAIT Preferred Funding litigation will bedismissed, with prejudice. On May 19, 2017 the borrower repaid the One CongressStreet Loan in accordance with the terms of the notes and satisfied thecondition to dismissal with prejudice. RAIT refused to dismiss the case and isclaiming the B Note should be paid in full. CWCAM believes that it hasperformed its obligations under the Operative Agreements in good faith, andthat the action should be dismissed with prejudice. On August 29, 2017, theRAIT Court granted leave to RAIT Preferred Funding to amend its complaint. OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the"RAIT Amended Complaint"), which omits its original claims, addsWells Fargo Bank, National Association ("Wells Fargo") as adefendant, and seeks (a) specific performance requiring repayment of the$18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo as master servicer in connection with theborrower's repayment of the One Congress Street Loan, (c) a declaratoryjudgment that RAIT Preferred Funding is entitled to recover the full $18,500,000principal amount of the B Note, (d) punitive damages against CWCAM, and (e)other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAITAmended Complaint ("CWCAM Motion to Dismiss Amended Complaint")stating that the RAIT Amended Complaint did not state a claim and the essentialfacts of the RAIT Amended Complaint are negated by the Operative Agreements andother admissible evidentiary materials. On November 13, 2017, Wells Fargo fileda motion to dismiss the RAIT Amended Complaint (the "Wells Fargo Motion toDismiss Amended Complaint") and joined the CWCAM Motion to Dismiss AmendedComplaint. A hearing on the motion to dismiss was held on January 22, 2018 andthe court took the matter under advisement.

 

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. Thegravamen of the complaint alleges breaches of a contract and fiduciary dutiesby CWCAM's affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are fourteen (14) counts pled in the complaint.Of those 14, five (5) claims are asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. CWCAM denies theclaims and intends to vigorously defend itself against these claims.

 

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

 

Theinformation regarding this Item has been disclosed in the prospectus of theissuing entity filed in a 424(b)(5) filing dated December 19, 2014.

 

**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 andincorporated by reference herein).

 

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

 

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

33.1  Wells FargoBank, National Association, as CertificateAdministrator

33.2  Wells FargoBank, National Association, as Custodian

33.3  Wells FargoBank, National Association, as MasterServicer

33.4  CWCapital AssetManagement LLC, as Special Servicer

33.5  Park BridgeLender Services LLC, as Operating Advisor

33.6  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

33.7  National TaxSearch, LLC, as Servicing FunctionParticipant

33.8  Wells FargoBank, National Association, as Master Servicerunder the MSBAM 2014-C18 securitization, pursuant to which the followingmortgage loans were serviced: 300 North LaSalle (from 1/1/17 to 12/31/17) (seeExhibit 33.3) 

33.9  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2014-C18 securitization,pursuant to which the following mortgage loans were serviced: 300 North LaSalle(from 1/1/17 to 12/31/17) (see Exhibit 33.6) 

33.10  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2014-C18 securitization, pursuant to which thefollowing mortgage loans were serviced: 300 North LaSalle (from 1/1/17 to12/31/17) (see Exhibit 33.7) 

33.11  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSBAM 2014-C18 securitization, pursuant to which the followingmortgage loans were serviced: 300 North LaSalle (from 1/1/17 to 12/31/17)

33.12  U.S. BankNational Association, as Custodian underthe MSBAM 2014-C18 securitization, pursuant to which the following mortgageloans were serviced: 300 North LaSalle (from 1/1/17 to 12/31/17)

 

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

34.1  Wells FargoBank, National Association, as CertificateAdministrator

34.2  Wells FargoBank, National Association, as Custodian

34.3  Wells FargoBank, National Association, as MasterServicer

34.4  CWCapital AssetManagement LLC, as Special Servicer

34.5  Park BridgeLender Services LLC, as Operating Advisor

34.6  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

34.7  National TaxSearch, LLC, as Servicing FunctionParticipant

34.8  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2014-C18 securitization, pursuant to which thefollowing mortgage loans were serviced: 300 North LaSalle (from 1/1/17 to12/31/17) (see Exhibit 34.3) 

34.9  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2014-C18 securitization,pursuant to which the following mortgage loans were serviced: 300 North LaSalle(from 1/1/17 to 12/31/17) (see Exhibit 34.6) 

34.10  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2014-C18 securitization, pursuant to which the followingmortgage loans were serviced: 300 North LaSalle (from 1/1/17 to 12/31/17) (seeExhibit 34.7) 

34.11  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSBAM 2014-C18 securitization, pursuant to which the followingmortgage loans were serviced: 300 North LaSalle (from 1/1/17 to 12/31/17)

34.12  U.S. BankNational Association, as Custodian underthe MSBAM 2014-C18 securitization, pursuant to which the following mortgage loanswere serviced: 300 North LaSalle (from 1/1/17 to 12/31/17)

 

(35)Servicer compliance statement.

35.1  Wells FargoBank, National Association, as CertificateAdministrator

35.2  Wells FargoBank, National Association, as Custodian

35.3  Wells FargoBank, National Association, as MasterServicer

35.4  CWCapital AssetManagement LLC, as Special Servicer

35.5  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2014-C18 securitization, pursuant to which thefollowing mortgage loans were serviced: 300 North LaSalle (from 1/1/17 to12/31/17)

 

(99.1)Mortgage Loan Purchase Agreement, dated December 9,2014, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K/A filed on March 27, 2015 under SEC File No. 333-180779-12 and incorporatedby reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated December 9,2014, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K/A filed on March 27, 2015 under SEC File No. 333-180779-12 and incorporatedby reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated December 9, 2014,between Morgan Stanley Capital I Inc. and CIBC Inc. (filed as Exhibit 99.3 tothe registrant's Current Report on Form 8-K/A filed on March 27, 2015 under SECFile No. 333-180779-12 and incorporated 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/ George Kok

GeorgeKok, 

President(senior officer in charge of securitization of the depositor)

 

Date:April 2, 2018

 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of December 1, 2014, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, CWCapital Asset Management LLC, as special servicer, ParkBridge Lender Services LLC, as trust advisor, Wilmington Trust, NationalAssociation, as trustee, and Wells Fargo Bank, National Association, ascustodian, certificate administrator, certificate registrar and authenticatingagent (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/Afiled on March 27, 2015 under SEC File No. 333-180779-12 and incorporated byreference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September 1, 2014, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, asmaster servicer, Rialto Capital Advisors, LLC, as special servicer, Park BridgeLender Services LLC, as trust advisor, and U.S. Bank National Association, ascustodian, trustee, certificate administrator, certificate registrar andauthenticating agent, relating to the MSBAM 2014-C18 securitizationtransaction, pursuant to which the 300 North LaSalle Mortgage Loan is serviced(filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K filed onDecember 19, 2014 under SEC File No. 333-180779-12 and incorporated byreference herein).

 

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

 

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

33.1Wells Fargo Bank, National Association, as Certificate Administrator

33.2Wells Fargo Bank, National Association, as Custodian

33.3Wells Fargo Bank, National Association, as Master Servicer

33.4CWCapital Asset Management LLC, as Special Servicer

33.5Park Bridge Lender Services LLC, as Operating Advisor

33.6CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

33.7National Tax Search, LLC, as Servicing Function Participant

33.8Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2014-C18 securitization, pursuant to which the following mortgage loans wereserviced: 300 North LaSalle (from 1/1/17 to 12/31/17) (see Exhibit 33.3)

33.9CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2014-C18 securitization, pursuant to which thefollowing mortgage loans were serviced: 300 North LaSalle (from 1/1/17 to12/31/17) (see Exhibit 33.6)

33.10National Tax Search, LLC, as Servicing Function Participant under the MSBAM2014-C18 securitization, pursuant to which the following mortgage loans wereserviced: 300 North LaSalle (from 1/1/17 to 12/31/17) (see Exhibit 33.7)

33.11Rialto Capital Advisors, LLC, as Special Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced:300 North LaSalle (from 1/1/17 to 12/31/17)

33.12U.S. Bank National Association, as Custodian under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced:300 North LaSalle (from 1/1/17 to 12/31/17)

 

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

34.1Wells Fargo Bank, National Association, as Certificate Administrator

34.2Wells Fargo Bank, National Association, as Custodian

34.3Wells Fargo Bank, National Association, as Master Servicer

34.4CWCapital Asset Management LLC, as Special Servicer

34.5Park Bridge Lender Services LLC, as Operating Advisor

34.6CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

34.7National Tax Search, LLC, as Servicing Function Participant

34.8Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2014-C18 securitization, pursuant to which the following mortgage loans wereserviced: 300 North LaSalle (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.9CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2014-C18 securitization, pursuant to which thefollowing mortgage loans were serviced: 300 North LaSalle (from 1/1/17 to 12/31/17)(see Exhibit 34.6)

34.10National Tax Search, LLC, as Servicing Function Participant under the MSBAM2014-C18 securitization, pursuant to which the following mortgage loans wereserviced: 300 North LaSalle (from 1/1/17 to 12/31/17) (see Exhibit 34.7)

34.11Rialto Capital Advisors, LLC, as Special Servicer under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced:300 North LaSalle (from 1/1/17 to 12/31/17)

34.12U.S. Bank National Association, as Custodian under the MSBAM 2014-C18securitization, pursuant to which the following mortgage loans were serviced:300 North LaSalle (from 1/1/17 to 12/31/17)

 

(35)Servicer compliance statement.

35.1Wells Fargo Bank, National Association, as Certificate Administrator

35.2Wells Fargo Bank, National Association, as Custodian

35.3Wells Fargo Bank, National Association, as Master Servicer

35.4CWCapital Asset Management LLC, as Special Servicer

35.5Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2014-C18 securitization, pursuant to which the following mortgage loans wereserviced: 300 North LaSalle (from 1/1/17 to 12/31/17)

 

(99.1)Mortgage Loan Purchase Agreement, dated December 9, 2014, between MorganStanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filedas Exhibit 99.1 to the registrant's Current Report on Form 8-K/A filed on March27, 2015 under SEC File No. 333-180779-12 and incorporated by referenceherein).

 

(99.2)Mortgage Loan Purchase Agreement, dated December 9, 2014, between MorganStanley Capital I Inc. and Bank of America, National Association (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K/A filed on March27, 2015 under SEC File No. 333-180779-12 and incorporated by referenceherein).

 

(99.3)Mortgage Loan Purchase Agreement, dated December 9, 2014, between MorganStanley Capital I Inc. and CIBC Inc. (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K/A filed on March 27, 2015 under SEC File No.333-180779-12 and incorporated by reference herein).