**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, 2016 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 their obligationsunder 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 of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements 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, or a smaller reporting company. Seethe definitions of "large accelerated filer", "acceleratedfiler" and "smaller reporting 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 ___

 

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 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 Item1122 of Regulation AB nor performs 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. In addition, while the operatingadvisor under a pooling and servicing agreement has certain reportingobligations in respect of the related mortgage pool, it has no obligation tocollect or disburse funds in respect of the mortgage pool or to administer anyof the underlying mortgage loans.  Consequently, the operating advisorunder a pooling and servicing agreement participates in the servicing functionfor purposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within themeaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer 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 LaSalle mortgageloan is serviced. Because Rialto Capital Advisors, LLC is not the MSBAM2014-C19 special servicer, 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, Rialto Capital Advisors, LLC, as MSBAM 2014-C18special servicer 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.

 

•U.S. Bank National Association, is the custodian under the MSBAM 2014-C18pooling and servicing agreement, pursuant to which the 300 North LaSalle mortgageloan is serviced. Because U.S. Bank National Association is not the MSBAM2014-C19 custodian, is not affiliated with any sponsor and services only the300 North LaSalle mortgage loan, which constitutes more than 5% but less than10% of the mortgage pool, U.S. Bank National Association, as MSBAM 2014-C18custodian constitutes a reporting “servicing function participant”for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

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 Financial Information.**

 

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 (Financial Information).**

 

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 similar complaintsfiled contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC,Bank of New York Mellon and US Bank) by a group of institutional investorplaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges thatthe trustee caused losses to investors and asserts causes of action based upon,among other things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought includes money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. Other cases allegingsimilar causes of action have been filed against Wells Fargo Bank and othertrustees in the District Court by RMBS investors in these and othertransactions, and these cases against Wells Fargo Bank are proceeding beforethe same District Court judge. A similar complaint was also filed May 27, 2016in New York state court by a different plaintiff investor. On January 19, 2016,an order was entered in connection with the Federal Court Complaint in whichthe District Court declined to exercise jurisdiction over 261 trusts at issuein the Federal Court Complaint; the District Court also allowed plaintiffs tofile amended complaints as to the remaining, non-dismissed trusts, if they sochose, and three amended complaints have been filed. On December 17, 2016, theinvestor plaintiffs in the 261 trusts dismissed from the Federal CourtComplaint filed a new complaint in New York state court (the “State CourtComplaint”). Motions to dismiss all of the actions are pending except forthe recently filed State Court Complaint. There can be no assurances as to theoutcome of the litigations, or the possible impact of the litigations on thetrustee or the RMBS trusts. However, Wells Fargo Bank denies liability andbelieves that it has performed its obligations under the RMBS trusts in goodfaith, that its actions were not the cause of any losses to investors, and thatit has meritorious defenses, and it intends to contest the plaintiffs’claims vigorously.

 

Since2014 various plaintiffs or groups of plaintiffs, primarily investors, have filedclaims against U.S. Bank National Association (“U.S. Bank”), in itscapacity as trustee or successor trustee (as the case may be) under certainresidential mortgage backed securities ("RMBS") trusts.  Theplaintiffs or plaintiff groups have filed substantially similar complaintsagainst other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank ofNew York Mellon and Wells Fargo.  The complaints against U.S. Bank allegethe trustee caused losses to investors as a result of alleged failures by thesponsors, mortgage loan sellers and servicers for these RMBS trusts and assertcauses of action based upon the trustee's purported failure to enforcerepurchase obligations of mortgage loan sellers for alleged breaches ofrepresentations and warranties concerning loan quality.  The complaintsalso assert that the trustee failed to notify securityholders of purportedevents of default allegedly caused by breaches of servicing standards bymortgage loan servicers and that the trustee purportedly failed to abide by aheightened standard of care following alleged events of default.  

               

CurrentlyU.S. Bank is a defendant in multiple actions alleging individual or classaction claims against the trustee with respect to multiple trusts as describedabove with the most substantial case being:  *BlackRock Balanced CapitalPortfolio**et al v. U.S. Bank National Association*, No. 605204/2015(N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 794trusts) and its companion case *BlackRock Core Bond Portfolio et al v. U.SBank National Association*, No. 14-cv-9401 (S.D.N.Y.).  Some of thetrusts implicated in the aforementioned Blackrock cases, as well as othertrusts, are involved in actions brought by separate groups of plaintiffs relatedto no more than 100 trusts 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 CWCAM as compensation inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York (the “Stuyvesant Town Property”) securingloans held by those trusts. CWCAM was the special servicer of the StuyvesantTown Property. The petition requests the Minnesota Court to instruct thetrustee, the trust beneficiaries, and any other interested parties as to theamount of the Disputed Proceeds, if any, that constitute penalty interestand/or the amount of the Disputed Proceeds, if any, that constitutegain-on-sale proceeds, with respect to each trust. On February 24, 2016, CWCAMmade a limited appearance with the Minnesota Court to file a motion to dismissthis proceeding based on lack of jurisdiction, mootness, standing and forum nonconveniens. The action has been removed to federal court in Minnesota (the“Federal Court”). On October 21, 2016, the Federal Court held a hearingon the motion to transfer the action to New York, a motion to remand to thestate court in New York and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. There can be no assurances as to theoutcome of the motions or the proceeding or the possible impact on CWCAM.However, CWCAM believes that it has performed its obligations under the relatedpooling and servicing agreements in good faith, and that the Disputed Proceedswere properly allocated to CWCAM as penalty interest, and it intends tovigorously contest any claim that such Disputed Proceeds were improperlyallocated as penalty interest.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT PreferredFunding”) commenced a complaint (“RAIT Complaint”) with theSupreme Court 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”) and wasthe directing lender at the time of the improper modification of the OneCongress Street Loan (the “Modification”), (b) a declaratoryjudgment stating that RAIT Preferred Funding has the right to terminate thespecial servicer, (c) monetary damages for the value of the bonds and fees paidto CWCAM as the special servicer of the One Congress Street Loan and (d) otherthings. On May 17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint(the “OCS Motion to Dismiss”) stating that the RAIT Complaint didnot state a claim and the essential facts of the RAIT Complaint are negated byaffidavits and evidentiary materials submitted with the RAIT Complaint. On June14, 2016, RAIT Preferred Funding filed a memorandum of law in opposition to theOCS Motion to Dismiss (the “OCS Opposition”) stating that theclaims in the RAIT Complaint were properly stated. On June 30, 2016, CWCAMfiled a reply (the “OCS Reply”) in support of the OCS Motion toDismiss and in response to the OCS 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. If the term is not satisfied, RAIT Preferred Fundingwill contact the RAIT Court to re-set oral argument on the OCS Motion toDismiss and other deadlines. The parties may jointly seek to extend theLitigation Stay, subject to RAIT Court approval. CWCAM believes that it hasperformed its obligations under the Operative Agreements in good faith, anddisputes RAIT Preferred Funding’s allegations and, should the matter notbe resolved via this 2016 Settlement, it intends to vigorously contest suchallegations.

 

OnJanuary 24, 2016, PSW NYC LLC commenced a complaint (the “PSWComplaint”) with the Supreme Court of the State of New York, County ofNew York (the “PSW Court”) against Bank of America, N.A. as trusteeunder the pooling and servicing agreements for Wachovia Bank CommercialMortgage Trust 2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. BankNational Association as trustee under the pooling and servicing agreements forWachovia Bank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial MortgageTrust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the“PSW Trusts”), PCV-M Holdings LLC and CWCapital Asset ManagementLLC, individually and as special servicer for the PSW Trusts (collectively, the“Defendants”) seeking either (a) damages in an amount to bedetermined by the PSW Court but alleged by the plaintiffs to be approximately$500,000,000—such amount being the amount PSW NYC LLC alleges would havebeen recovered on certain mezzanine loans (the “PCVST MezzanineLoans”) related to the Peter Cooper Village and Stuyvesant Town property(the “PCVST Property”) in New York City which PSW NYC LLC sold toan entity related to the Defendants pursuant to a settlement agreement relatedto certain prior litigation (the “2010 Settlement Agreement”) or(b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM on behalf of itself and the otherDefendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motionto Dismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion toDismiss and cross-moved for a partial summary judgment on liability regardingallegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”). On May 5, 2016, the Defendants subsequently filed itsreply and opposition to the PSW Cross-Motion. On August 23, 2016, oralarguments were provided to the PSW Court regarding the PSW Complaint, the CWCAMMotion to Dismiss, and the PSW Cross-Motion and the PSW Court took sucharguments under advisement. On October 31, 2016, the PSW Court issued an ordergranting the CWCAM Motion to Dismiss, denying the PSW Cross-Motion anddismissing the PSW Complaint with prejudice. Subsequently, PSW NYC LLC filed anotice of appeal relating to such order. On February 21, 2017, PSW NYC LLCfiled its appeal and supporting brief arguing that the PSW Court erred byfinding no breach of the assignment agreement and no fraudulent inducement.CWCAM intends to vigorously contest the appeal. 

 

**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 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,as master servicer, Rialto Capital Advisors, LLC, as special servicer, ParkBridge Lender Services LLC, as trust advisor, and U.S. Bank NationalAssociation, as custodian, trustee, certificate administrator, certificateregistrar 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 Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                       |
| 33.3 Wells Fargo Bank,  National Association, as Master Servicer                                                                                                                                                                                                 |
| 33.4 CWCapital Asset  Management LLC, as Special Servicer                                                                                                                                                                                                        |
| 33.5 Park Bridge Lender  Services LLC, as Operating Advisor                                                                                                                                                                                                      |
| 33.6 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                                                                                                         |
| 33.7 National Tax Search,  LLC, as Servicing Function Participant                                                                                                                                                                                                |
| 33.8 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2014-C18  securitization, pursuant to which the following mortgage loans were serviced:  300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 33.3)                         |
| 33.9 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2014-C18 securitization, pursuant to which the following mortgage loans were  serviced: 300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 33.6) |
| 33.10 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2014-C18  securitization, pursuant to which the following mortgage loans were serviced:  300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 33.7)                       |
| 33.11 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North LaSalle  (from 1/1/16 to 12/31/16)                                                    |
| 33.12 U.S. Bank National  Association, as Custodian under the MSBAM 2014-C18 securitization, pursuant  to which the following mortgage loans were serviced: 300 North LaSalle (from  1/1/16 to 12/31/16)                                                         |

 

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

| 34.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                       |
| 34.3 Wells Fargo Bank,  National Association, as Master Servicer                                                                                                                                                                                                 |
| 34.4 CWCapital Asset  Management LLC, as Special Servicer                                                                                                                                                                                                        |
| 34.5 Park Bridge Lender  Services LLC, as Operating Advisor                                                                                                                                                                                                      |
| 34.6 CoreLogic Commercial Real  Estate Services, Inc., as Servicing Function Participant                                                                                                                                                                         |
| 34.7 National Tax Search,  LLC, as Servicing Function Participant                                                                                                                                                                                                |
| 34.8 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2014-C18  securitization, pursuant to which the following mortgage loans were serviced:  300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 34.3)                         |
| 34.9 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2014-C18 securitization, pursuant to which the following mortgage loans were  serviced: 300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 34.6) |
| 34.10 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2014-C18  securitization, pursuant to which the following mortgage loans were serviced:  300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 34.7)                       |
| 34.11 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2014-C18 securitization, pursuant  to which the following mortgage loans were serviced: 300 North LaSalle (from  1/1/16 to 12/31/16)                                                    |
| 34.12 U.S. Bank National  Association, as Custodian under the MSBAM 2014-C18 securitization, pursuant  to which the following mortgage loans were serviced: 300 North LaSalle (from  1/1/16 to 12/31/16)                                                         |

 

(35)Servicer compliance statement.

| 35.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                            |
| 35.3 Wells Fargo Bank, National  Association, as Master Servicer                                                                                                                                                      |
| 35.4 CWCapital Asset  Management LLC, as Special Servicer                                                                                                                                                             |
| 35.5 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North  LaSalle (from 1/1/16 to 12/31/16) |

 

(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).

 

(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 by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ George Kok

GeorgeKok, 

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

 

Date:March 30, 2017

 

 

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,as master servicer, Rialto Capital Advisors, LLC, as special servicer, ParkBridge Lender Services LLC, as trust advisor, and U.S. Bank NationalAssociation, as custodian, trustee, certificate administrator, certificateregistrar 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 Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                       |
| 33.3 Wells Fargo Bank,  National Association, as Master Servicer                                                                                                                                                                                                 |
| 33.4 CWCapital Asset  Management LLC, as Special Servicer                                                                                                                                                                                                        |
| 33.5 Park Bridge Lender Services  LLC, as Operating Advisor                                                                                                                                                                                                      |
| 33.6 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                                                                                                         |
| 33.7 National Tax Search,  LLC, as Servicing Function Participant                                                                                                                                                                                                |
| 33.8 Wells Fargo Bank, National  Association, as Master Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North  LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 33.3)                         |
| 33.9 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2014-C18 securitization, pursuant to which the following mortgage loans were  serviced: 300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 33.6) |
| 33.10 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2014-C18  securitization, pursuant to which the following mortgage loans were serviced:  300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 33.7)                       |
| 33.11 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North  LaSalle (from 1/1/16 to 12/31/16)                                                    |
| 33.12 U.S. Bank National  Association, as Custodian under the MSBAM 2014-C18 securitization, pursuant  to which the following mortgage loans were serviced: 300 North LaSalle (from  1/1/16 to 12/31/16)                                                         |

 

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

| 34.1 Wells Fargo Bank, National   Association, as Certificate Administrator                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                       |
| 34.3 Wells Fargo Bank,  National Association, as Master Servicer                                                                                                                                                                                                 |
| 34.4 CWCapital Asset  Management LLC, as Special Servicer                                                                                                                                                                                                        |
| 34.5 Park Bridge Lender  Services LLC, as Operating Advisor                                                                                                                                                                                                      |
| 34.6 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant                                                                                                                                                                         |
| 34.7 National Tax Search,  LLC, as Servicing Function Participant                                                                                                                                                                                                |
| 34.8 Wells Fargo Bank, National  Association, as Master Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North  LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 34.3)                         |
| 34.9 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2014-C18 securitization, pursuant to which the following mortgage loans were  serviced: 300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 34.6) |
| 34.10 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2014-C18  securitization, pursuant to which the following mortgage loans were serviced:  300 North LaSalle (from 1/1/16 to 12/31/16) (see Exhibit 34.7)                       |
| 34.11 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North  LaSalle (from 1/1/16 to 12/31/16)                                                    |
| 34.12 U.S. Bank National  Association, as Custodian under the MSBAM 2014-C18 securitization, pursuant to  which the following mortgage loans were serviced: 300 North LaSalle (from  1/1/16 to 12/31/16)                                                         |

 

(35)Servicer compliance statement.

| 35.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                            |
| 35.3 Wells Fargo Bank,  National Association, as Master Servicer                                                                                                                                                      |
| 35.4 CWCapital Asset  Management LLC, as Special Servicer                                                                                                                                                             |
| 35.5 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2014-C18 securitization,  pursuant to which the following mortgage loans were serviced: 300 North  LaSalle (from 1/1/16 to 12/31/16) |

 

(99.1)Mortgage Loan Purchase Agreement, dated December 9, 2014, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 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).