**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, 2022 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:333-180779-13**

 

**Central Index Key Number of the issuingentity:0001629069**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2015-C20**

**(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**                                                        | **38‐3952086  38‐3952087  38‐3952088  38‐7127946** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**                               |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

  

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

 

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicate by check mark whether the registrant hassubmitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required tosubmit such files).

 

  Not applicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

 Indicate by check mark whether the registrant has fileda report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.

 

 Not applicable.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

Not applicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSBAM2015-C20 mortgage pool includes the following mortgage loans, each of which isserviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):• the Linc LIC mortgage loan and the One & Only Ocean Club mortgage loan,which are serviced pursuant to the MSBAM 2014-C19 pooling and servicing agreementattached hereto as Exhibit 4.2.

 

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

 

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

 

• Thecertificate 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 or for purposesof Item 1123 of Regulation AB.

 

• Theoperating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement. The operating advisor under a pooling and servicing agreement doesnot have any obligations with respect to any other transaction and is solelyobligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB. In addition, while the operating advisor under apooling and servicing agreement has certain reporting obligations in respect ofthe related mortgage pool, it has no obligation to collect or disburse funds inrespect of the mortgage pool or to administer any of the underlying mortgageloans.  Consequently, the operating advisor under a pooling and servicingagreement participates in the servicing function for purposes of Item 1122 ofRegulation AB, but is not responsible for the “management or collection of thepool assets or making allocations or distributions to holders of theasset-backed securities” within the meaning of “servicer” under Item 1101 ofRegulation AB and does not perform the functions of a servicer for purposes ofItem 1123 of Regulation AB.

 

• RialtoCapital Advisors, LLC is the current special servicer under the MSBAM 2014-C20pooling and servicing agreement. In July 2018, CWCapital Asset Management LLCwas replaced as special servicer under the MSBAM 2014-C20 pooling and servicingagreement and was succeeded by Rialto Capital Advisors, LLC.

 

• WellsFargo Bank, National Association is the master servicer under the MSBAM2014-C19 pooling and servicing agreement, pursuant to which the Linc LICmortgage loan and One & Only Ocean Club mortgage loan are serviced. BecauseWells Fargo Bank, National Association is not the MSBAM 2015-C20 masterservicer, is not affiliated with any sponsor and services only the Linc LICmortgage loan and One & Only Ocean Club mortgage loan, which constitutemore than 5% but less than 10% of the mortgage pool, Wells Fargo Bank, NationalAssociation, as MSBAM 2014-C19 master servicer constitutes a reporting“servicing function 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, as specifiedin the Instruction to Item 1123.

 

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

 

• CWCapital AssetManagement LLC is the special servicer under the MSBAM 2014-C19 pooling andservicing agreement solely with respect to the Linc LIC mortgage loan. BecauseCWCapital Asset Management LLC is not the MSBAM 2015-C20 special servicer, isnot affiliated with any sponsor and services only the Linc LIC mortgage loan,which constitutes less than 5% of the mortgage pool, CWCapital Asset ManagementLLC, as special servicer under the MSBAM 2014-C19 pooling and servicingagreement solely with respect to the Linc LIC mortgage loan does not constitutea reporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

 

In addition, each of the following parties engaged the services ofcertain servicing function participants and sub-servicers for the reportingperiod, as set forth below:• Wells Fargo Bank, National Association, as master servicer under the MSBAM2014-C19 pooling and servicing agreement, pursuant to which the Linc LICmortgage loan and One & Only Ocean Club mortgage loan are serviced, engagedthe services of CoreLogic Solutions, LLC as a servicing function participant inrespect of the Linc LIC mortgage loan and One & Only Ocean Club mortgageloan for the reporting period.

 

• On November 1, 2021, pursuant to the second amended and restatedservicing agreement attached hereto as Exhibit 99.4, Computershare TrustCompany, National Association was engaged to perform all or virtually all ofWells Fargo Bank, National Association’s roles as certificate administrator,custodian and trustee, as applicable, under (i) the pooling and servicingagreement and (ii) each Outside Pooling and Servicing Agreement.

 

| **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.**  | **[Reserved]**                                                                                                      |
|              |                                                                                                                |
| **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.                                                                                                               |
| **Item 9C.** | **Disclosure Regarding  Foreign Jurisdictions that Prevent Inspections.**                                           |
|              | 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 Accountant 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) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among other things,the trustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG appealed the district court’s decision to the United States Court of Appealsfor the Second Circuit. Wells Fargo Bank, N.A. previously settled two classactions filed by institutional investors and an action filed by the NationalCredit Union Administration with similar allegations. In addition, Park Royal ILLC and Park Royal II LLC have filed substantially similar lawsuits in New Yorkstate court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation.

 

Fromtime to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings as partof its duties as a special servicer (e.g., enforcement of loan obligations)and/or arising in the ordinary course of business. Other than as set forth inthe following paragraphs, there are currently no legal proceedings pending, andno legal proceedings known to be contemplated by governmental authorities,against CWCAM or of which any of its property is the subject, that are materialto the certificateholders.

 

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 “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale ofthe Peter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts. CWCAM was the special servicer of suchproperty. The petition requests the State Court to instruct the trustee, thetrust beneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust. On February 24, 2016, CWCAM made a limited appearance withthe State Court to file a motion to dismiss this proceeding based on lack ofjurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (“Federal Court”). On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss. On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery was completed on March 15, 2019. The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct. In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amountof penalty interest and yield maintenance was correctly calculated. An appealof the SDNY Court’s decision was taken on April 29, 2020. Oral argument on theappeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entereda decision affirming in part and reversing in part the SDNY Court’s decisionand remanding to the SDNY Court for further proceedings. The Second Circuitaffirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenanceare paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances. On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement. U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court. A hearing on the settlement is scheduledfor March 16, 2023.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.filed a substantially similar complaint in the Supreme Court of the State ofNew York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”). Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York. In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. TheNew Complaint and related summons was not served on the defendants until July13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018. On August 3, 2018, the defendants,including CWCAM, filed a motion to dismiss the New Complaint in its entirety.On August 20, 2019, the court entered an order granting defendants’ motionalmost in its entirety, dismissing 11 of the 16 counts and partially dismissing2 additional counts. Of the remaining counts, 2 are asserted against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment. OnSeptember 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relatingto the August 20, 2019 dismissal order and on September 26, 2019, filed anamended complaint against CWCI and CWCAM attempting to address deficienciesrelating to certain of the claims dismissed by the August 20, 2019 order. CWCIand CWCAM filed its Motion to Dismiss the amended complaint on October 28,2019. The court heard argument on the Motion to Dismiss the amended complainton January 22, 2020 and on October 23, 2020, the court granted the motiondismissing the amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltdfiled a notice of appeal relating to the October 23, 2020 dismissal order. OnApril 27, 2021, the First Department affirmed the dismissal as to claims againstCWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI. CWCI sought leave to file an appeal of the decision. Theplaintiff also sought leave to appeal the dismissal of the claims againstCWCAM. Both requests for leave were denied by the First Department. On May 15,2020, CWCI and CWCAM filed a motion to renew its motion to dismiss as to 4 ofthe remaining counts (including the remaining two counts against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment), based on adecision entered by Judge Failla in a trust instruction proceeding in the USDistrict Court for the Southern District of New York awarding summary judgment infavor of CWCAM. On September 7, 2021, the court denied the motion to renew.CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022. On November 15, 2022, the First Departmentaffirmed the court’s denial of the motion to renew. On October 1, 2021, CWCIand CWCAM moved to reargue the denial of the motion to renew (or alternatively,the motion to dismiss) with respect to certain of Cobalt’s claims, includingthe remaining 2 claims against CWCAM, based on the First Department’s April 27,2021 decision. On March 24, 2022, the court denied the relief sought in themotion to reargue. CWCI and CWCAM have appealed the court’s decision on themotion to reargue and filed their opening brief on July 11, 2022. The appealwas dismissed as being nonappealable on August 30, 2022. CWCAM believes that ithas performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit. 

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(5) filing dated January 29, 2015.

 

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

 

Thereports on assessment of compliance with the servicing criteria for asset-backedsecurities and the related attestation reports on such assessments ofcompliance 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 January 1,2015, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,CWCapital Asset Management LLC, as special servicer, Park Bridge LenderServices LLC, as trust advisor, and Wells Fargo Bank, National Association, astrustee, custodian, certificate administrator, certificate registrar andauthenticating agent (filed as Exhibit 4.1 to the registrant's Current Reporton Form 8-K/A filed on June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby reference herein).

 

(4.2)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, as trustee, and Wells Fargo Bank, National Association, as custodian,certificate administrator, certificate registrar and authenticating agent,relating to the MSBAM 2014-C19 securitization transaction, pursuant to whichthe Linc LIC Mortgage Loan and the One & Only Ocean Club Mortgage Loan areserviced (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K/A filed on June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby reference herein).

 

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

 

(33)  Reports on assessmentof compliance with servicing criteria for asset-backed securities.

 

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

33.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

 

33.5  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

33.6  Rialto Capital Advisors, LLC, as Special Servicer

 

33.7  Park Bridge Lender Services LLC, as Operating Advisor

 

33.8  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/22 to12/31/22) and One & Only Ocean Club (from 1/1/22 to 12/31/22)

 

33.9  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/22 to12/31/22) and One & Only Ocean Club (from 1/1/22 to 12/31/22)

 

33.10  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2014-C19 securitization, pursuant to which the followingmortgage loans were serviced by such party: One & Only Ocean Club (from1/1/22 to 12/31/22) (see Exhibit 33.6)

 

33.11  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2014-C19 securitization, pursuant to which the following mortgageloans were serviced by such party: Linc LIC (from 1/1/22 to 12/31/22) and One& Only Ocean Club (from 1/1/22 to 12/31/22) (see Exhibit 33.3)

 

33.12  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2014-C19 securitization,pursuant to which the following mortgage loans were serviced by such party:Linc LIC (from 1/1/22 to 12/31/22) and One & Only Ocean Club (from 1/1/22to 12/31/22) (see Exhibit 33.4)

 

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

 

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

34.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

 

34.5  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

34.6  Rialto Capital Advisors, LLC, as Special Servicer

 

34.7  Park Bridge Lender Services LLC, as Operating Advisor

 

34.8  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/22 to12/31/22) and One & Only Ocean Club (from 1/1/22 to 12/31/22)

 

34.9  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/22 to12/31/22) and One & Only Ocean Club (from 1/1/22 to 12/31/22)

 

34.10  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2014-C19 securitization, pursuant to which the followingmortgage loans were serviced by such party: One & Only Ocean Club (from1/1/22 to 12/31/22) (see Exhibit 34.6)

 

34.11  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2014-C19 securitization, pursuant to which the followingmortgage loans were serviced by such party: Linc LIC (from 1/1/22 to 12/31/22)and One & Only Ocean Club (from 1/1/22 to 12/31/22) (see Exhibit 34.3)

 

34.12  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2014-C19 securitization,pursuant to which the following mortgage loans were serviced by such party:Linc LIC (from 1/1/22 to 12/31/22) and One & Only Ocean Club (from 1/1/22to 12/31/22) (see Exhibit 34.4)

 

(35). Servicer compliancestatement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

35.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

 

35.5  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

35.6  Rialto Capital Advisors, LLC, as Special Servicer

 

35.7  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2014-C19 securitization, pursuant to which the followingmortgage loans were serviced by such party: One & Only Ocean Club (from1/1/22 to 12/31/22) (see Exhibit 35.6)

 

35.8  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2014-C19 securitization, pursuant to which the followingmortgage loans were serviced by such party: Linc LIC (from 1/1/22 to 12/31/22)and One & Only Ocean Club (from 1/1/22 to 12/31/22) (see Exhibit 35.3)

 

35.9  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2014-C19 securitization, pursuantto which the following mortgage loans were serviced by such party: Linc LIC(from 1/1/22 to 12/31/22) and One & Only Ocean Club (from 1/1/22 to12/31/22) (see Exhibit 35.4)

 

(99.1)Mortgage Loan Purchase Agreement, dated January 23,2015, 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 June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated January 23,2015, 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 June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated January 23,2015, between Morgan Stanley Capital I Inc. and CIBC Inc. (filed as Exhibit99.3 to the registrant's Current Report on Form 8-K/A filed on June 10, 2015under SEC File No. 333-180779-13 and incorporated by reference herein).

 

(99.4)Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-180779-13 and incorporated by reference herein).

 

(b)See (a) above.

 

(c) Notapplicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 24, 2023