**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2017 OR**

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

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

 

 

 

**Commission file number:333-180779-14**

 

**Central Index Key Number of the issuingentity:0001631406**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2015-C21**

**(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:0001682532**

 

**Starwood Mortgage Funding III LLC**

**(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**                                                   |   |   |   |   |   |   |
|                                                                | **38‐3952108** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐3952109** |
|                                                                | **38‐3952110** |
|                                                                | **38‐7127950** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

  NONE.

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports requiredto 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 ___

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation 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 postsuch files).

 

   Not applicable.

 

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

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheMSBAM 2015-C21 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 Discovery Business Center mortgage loan, which is serviced pursuantto the MSBAM 2014-C20 pooling and servicing agreement attached hereto asExhibit 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.

 

•Midland Loan Services, a Division of PNC Bank, National Association is themaster servicer under the MSBAM 2015-C20 pooling and servicing agreement,pursuant to which the Discovery Business Center mortgage loan is serviced.Because Midland Loan Services is not the MSBAM 2015-C21 master servicer, is notaffiliated with any sponsor and services only the Discovery Business Centermortgage loan, which constitutes more than 5% but less than 10% of the mortgagepool, Midland Loan Services, as MSBAM 2015-C20 master servicer constitutes areporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:KeyBank National Association, as master servicer, engaged the services ofBerkadia Commercial Mortgage LLC, as a sub-servicer in respect of the entiremortgage pool for the reporting period. 

•

KeyBankNational Association, as master servicer, engaged the services of Trimont RealEstate Advisors, Inc., as a sub-servicer in respect of 10.17% of the mortgagepool and NorthMarq Capital, LLC, as a servicing function participant in respectof 5.81% of the pool 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.**

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

** **

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, or otherparty 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 February 26, 2015, and other than as follows:

 

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

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”)filed suit in the Supreme Court of New York, County of New York, againstKeyBank National Association and Berkadia Commercial Mortgage LLC (collectively,the “CIBC18 Servicers”). The suit was filed derivatively on behalfof the CIBC18 Trust. The action was brought in connection with the CIBC18Servicers’ determination of the fair value of a loan, secured by theBryant Park Hotel in New York City, held by the CIBC18 Trust and sold to anassignee of the CIBC18 Trust’s directing certificateholder, pursuant toan exercise of the fair value option set forth in the pooling and servicingagreement governing the CIBC18 Trust. There can be no assurances as to theoutcome of the action or the possible impact of the litigation on the CIBC18Servicers. Both CIBC18 Servicers deny liability, believe that they performedtheir obligations in accordance with the terms of the pooling and servicingagreement applicable to the CIBC18 Trust, and have contested the claimsasserted against them, filing a motion to dismiss the case. On November 28,2016, the motion to dismiss was granted. The plaintiff certificateholder filedan appeal, and the appeal is pending.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the"Minnesota Court") for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million("Disputed  Proceeds") received by CWCapital Asset ManagementLLC (“CWCAM”) in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York (the"Stuyvesant Town Property") securing loans held by those trusts.CWCAM was the special servicer of the Stuyvesant Town Property. The petitionrequests the Minnesota Court to instruct the trustee, the trust beneficiaries,and any other interested parties as to the amount of the Disputed Proceeds, ifany, that constitute penalty interest and/or the amount of the DisputedProceeds, if any, that constitute gain-on-sale proceeds, with respect to eachtrust. On February 24, 2016, CWCAM made a limited appearance with the MinnesotaCourt to file a motion to dismiss this proceeding based on lack ofjurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the Minnesota Court denied CWCAM's motion to dismiss. On July 22, 2016, theaction was removed to federal court in Minnesota (the "FederalCourt"). On October 21, 2016, the Federal court held a hearing on themotion to transfer the action to the United States District Court for theSouthern District of New York (the "SDNY Court"), a motion to remandto state court and a motion to hear CWCAM's request for reconsideration of themotion to dismiss. On March 14, 2017, the Federal Court reserved thedetermination on the motion to hear CWCAM's request for reconsideration of themotion to dismiss, denied the motion to remand the matter to state court andgranted the motion to transfer the proceeding to the SDNY Court. There can beno assurances as to the possible impact on CWCAM of these rulings and thetransfer to the SDNY Court. As of December 31, 2017, cross motions for judgmenton the pleadings were pending before the SDNY Court and on March 9, 2018, theSDNY Court denied the cross motions for judgment on the pleadings and thematter is proceeding to discovery. However, CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith, and that the Disputed Proceeds were properly allocated to CWCAM aspenalty interest, and it intends to vigorously contest any claim that suchDisputed Proceeds were improperly allocated 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") andwas the directing lender at the time of the improper modification of OneCongress Street Loan, (b) a declaratory judgment stating that RAIT PreferredFunding has the right to terminate the special servicer, (c) monetary damagesfor the value of the bonds and fees paid to CWCAM as the special servicer ofthe One Congress Street Loan and (d) other things. On May 17, 2016, CWCAM fileda motion to dismiss the RAIT Complaint (the "Motion to Dismiss") stating that the RAIT Complaint did not state a claim and theessential facts of the RAIT Complaint are negated by affidavits and evidentiarymaterials submitted with the RAIT Complaint. On June 14, 2016, RAIT PreferredFunding filed a memorandum of law in opposition to the OCS Motion to Dismiss(the "Opposition") stating that the claims in the RAIT Complaint wereproperly stated. On June 30, 2016, CWCAM filed a reply in support of the Motionto Dismiss and in response to the Opposition, stating that each of CWCAM'sarguments is supported by the express language of the agreements between theparties, the documentary evidence and New York case law. On September 30, 2016,RAIT Preferred Funding and CWCAM entered into a confidential settlementagreement (the "2016 Settlement"), which provides for a stay of theRAIT Preferred Funding litigation (the "Litigation Stay") throughAugust 25, 2017. Pursuant to the terms of the 2016 Settlement, uponsatisfaction of a term of the 2016 Settlement by August 25, 2017 (or such laterdate agreed to by the parties), the RAIT Preferred Funding litigation will bedismissed, with prejudice. On May 19, 2017 the borrower repaid the One CongressStreet Loan in accordance with the terms of the notes and satisfied thecondition to dismissal with prejudice. RAIT refused to dismiss the case and isclaiming the B Note should be paid in full. CWCAM believes that it hasperformed its obligations under the Operative Agreements in good faith, andthat the action should be dismissed with prejudice. On August 29, 2017, theRAIT Court granted leave to RAIT Preferred Funding to amend its complaint. OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the"RAIT Amended Complaint"), which omits its original claims, addsWells Fargo Bank, National Association ("Wells Fargo") as adefendant, and seeks (a) specific performance requiring repayment of the $18,500,000principal amount of the B Note or, in the alternative, monetary damages,including the $18,500,000 principal amount of the B Note, in an amount to bedetermined at trial, (b) monetary damages on any fees paid to CWCAM as specialservicer or Wells Fargo as master servicer in connection with the borrower'srepayment of the One Congress Street Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. OnOctober 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint("CWCAM Motion to Dismiss Amended Complaint") stating that the RAITAmended Complaint did not state a claim and the essential facts of the RAITAmended Complaint are negated by the Operative Agreements and other admissibleevidentiary materials. On November 13, 2017, Wells Fargo filed a motion todismiss the RAIT Amended Complaint (the "Wells Fargo Motion to DismissAmended Complaint") and joined the CWCAM Motion to Dismiss AmendedComplaint. A hearing on the motion to dismiss was held on January 22, 2018 andthe court took the matter under advisement.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463. Thegravamen of the complaint alleges breaches of a contract and fiduciary dutiesby CWCAM's affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are fourteen (14) counts pled in the complaint.Of those 14, five (5) claims are asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. CWCAM denies theclaims and intends to vigorously defend itself against these claims.

 

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

 

Theinformation regarding this Item has been disclosed in the prospectus of theissuing entity filed in a 424(b)(5) filing dated February 26, 2015.

 

**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)Poolingand Servicing Agreement, dated as of February 1, 2015, between Morgan StanleyCapital I Inc., as depositor, KeyBank National Association, as master servicer,LNR Partners, LLC, as special servicer, CWCapital Asset Management LLC, asexcluded mortgage loan special servicer, Situs Holdings, LLC, as trust advisor,and Wells Fargo Bank, National Association, as trustee, custodian, certificateadministrator, certificate registrar and authenticating agent (filed as Exhibit4.1 to the registrant's Current Report on Form 8-K/A filed on June 22, 2015under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of January 1, 2015, between Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, CWCapital Asset Management LLC, asspecial servicer, Park Bridge Lender Services LLC, as trust advisor, and WellsFargo Bank, National Association, as trustee, custodian, certificateadministrator, certificate registrar and authenticating agent, relating to theMSBAM 2015-C20 securitization transaction, pursuant to which the DiscoveryBusiness Center Mortgage Loan is serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K/A filed on June 22, 2015 under SEC FileNo. 333-180779-14 and incorporated 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 CertificateAdministrator

33.2  Wells Fargo Bank, National Association, as Custodian

33.3  KeyBank National Association, as Master Servicer

33.4  LNR Partners, LLC, as Special Servicer

33.5  Situs Holdings, LLC, as Operating Advisor

33.6  Berkadia Commercial Mortgage LLC, as Primary Servicer

33.7  CWCapital Asset Management LLC, as Excluded SpecialServicer

33.8  Trimont Real Estate Advisors, Inc., as Sub-Servicer

33.9  NorthMarq Capital, LLC, as Servicing FunctionParticipant

33.10  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17)

33.11  CWCapital Asset Management LLC, as Special Servicerunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced: Discovery Business Center (from 1/1/17 to12/31/17) (see Exhibit 33.7) 

33.12  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced: Discovery Business Center (from 1/1/17 to12/31/17) (see Exhibit 33.2) 

 

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

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

34.2  Wells Fargo Bank, National Association, as Custodian

34.3  KeyBank National Association, as Master Servicer

34.4  LNR Partners, LLC, as Special Servicer

34.5  Situs Holdings, LLC, as Operating Advisor

34.6  Berkadia Commercial Mortgage LLC, as Primary Servicer

34.7  CWCapital Asset Management LLC, as Excluded SpecialServicer

34.8  Trimont Real Estate Advisors, Inc., as Sub-Servicer

34.9  NorthMarq Capital, LLC., as Servicing FunctionParticipant

34.10  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer under the MSBAM 2015-C20 securitization,pursuant to which the following mortgage loans were serviced: DiscoveryBusiness Center (from 1/1/17 to 12/31/17)

34.11  CWCapital Asset Management LLC, as Special Servicerunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced: Discovery Business Center (from 1/1/17 to12/31/17) (see Exhibit 34.7) 

34.12  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced: Discovery Business Center (from 1/1/17 to12/31/17) (see Exhibit 34.2) 

 

(35)Servicer compliance statement.

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

35.2  Wells Fargo Bank, National Association, as Custodian

35.3  KeyBank National Association, as Master Servicer

35.4  LNR Partners, LLC, as Special Servicer

35.5  Berkadia Commercial Mortgage LLC, as Primary Servicer

35.6  CWCapital Asset Management LLC, as Excluded SpecialServicer

35.7  Trimont Real Estate Advisors, Inc., as Sub-Servicer

35.8  CWCapital Asset Management LLC, as Special Servicer underthe MSBAM 2015-C20 securitization, pursuant to which the following mortgageloans were serviced: Discovery Business Center (from 1/1/17 to 12/31/17)

35.9  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced: Discovery Business Center (from 1/1/17 to12/31/17) (see Exhibit 35.2) 

 

(99.1)MortgageLoan Purchase Agreement, dated February 13, 2015, 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 June 22,2015 under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated February 13, 2015, between Morgan StanleyCapital I Inc. and Bank of America, National Association (filed as Exhibit 99.2to the registrant's Current Report on Form 8-K/A filed on June 22, 2015 underSEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated February 13, 2015, between Morgan StanleyCapital I Inc., Starwood Mortgage Funding III LLC and Starwood Mortgage CapitalLLC (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K/Afiled on June 22, 2015 under SEC File No. 333-180779-14 and incorporated byreference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated February 13, 2015, between Morgan StanleyCapital I Inc. and CIBC Inc. (filed as Exhibit 99.4 to the registrant's CurrentReport on Form 8-K/A filed on June 22, 2015 under SEC File No. 333-180779-14and incorporated by reference herein).

 

(99.5)SubservicingAgreement, dated as of February 1, 2015 between KeyBank National Association,as master servicer, and Berkadia Commercial Mortgage LLC, as primary servicer(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K/A filedon June 22, 2015 under SEC File No. 333-180779-14 and incorporated by referenceherein).

 

(99.6)Amendedand Restated Subservicing Agreement, dated as of January 18, 2015 betweenBerkadia Commercial Mortgage LLC and KeyBank National Association (as successorby merger to KeyCorp Real Estate Capital Markets, Inc.) (filed as Exhibit 99.6to the registrant's Current Report on Form 8-K/A filed on June 22, 2015 underSEC File No. 333-180779-14 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/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date:April 2, 2018

 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of February 1, 2015, between MorganStanley Capital I Inc., as depositor, KeyBank National Association, as masterservicer, LNR Partners, LLC, as special servicer, CWCapital Asset ManagementLLC, as excluded mortgage loan special servicer, Situs Holdings, LLC, as trustadvisor, and Wells Fargo Bank, National Association, as trustee, custodian,certificate administrator, certificate registrar and authenticating agent(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed onJune 22, 2015 under SEC File No. 333-180779-14 and incorporated by referenceherein).

 

(4.2)Pooling and Servicing Agreement, dated as of January 1, 2015, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, CWCapital Asset Management LLC,as special servicer, Park Bridge Lender Services LLC, as trust advisor, andWells Fargo Bank, National Association, as trustee, custodian, certificate administrator,certificate registrar and authenticating agent, relating to the MSBAM 2015-C20securitization transaction, pursuant to which the Discovery Business CenterMortgage Loan is serviced (filed as Exhibit 4.2 to the registrant's CurrentReport on Form 8-K/A filed on June 22, 2015 under SEC File No. 333-180779-14and incorporated by reference herein).

 

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

 

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

33.1Wells Fargo Bank, National Association, as Certificate Administrator

33.2Wells Fargo Bank, National Association, as Custodian

33.3KeyBank National Association, as Master Servicer

33.4LNR Partners, LLC, as Special Servicer

33.5Situs Holdings, LLC, as Operating Advisor

33.6Berkadia Commercial Mortgage LLC, as Primary Servicer

33.7CWCapital Asset Management LLC, as Excluded Special Servicer

33.8Trimont Real Estate Advisors, Inc., as Sub-Servicer

33.9NorthMarq Capital, LLC, as Servicing Function Participant

33.10Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the MSBAM 2015-C20 securitization, pursuant to which thefollowing mortgage loans were serviced: Discovery Business Center (from 1/1/17to 12/31/17)

33.11CWCapital Asset Management LLC, as Special Servicer under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17) (see Exhibit 33.7)

33.12Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17) (see Exhibit 33.2) 

 

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

34.1Wells Fargo Bank, National Association, as Certificate Administrator

34.2Wells Fargo Bank, National Association, as Custodian

34.3KeyBank National Association, as Master Servicer

34.4LNR Partners, LLC, as Special Servicer

34.5Situs Holdings, LLC, as Operating Advisor

34.6Berkadia Commercial Mortgage LLC, as Primary Servicer

34.7CWCapital Asset Management LLC, as Excluded Special Servicer

34.8Trimont Real Estate Advisors, Inc., as Sub-Servicer

34.9NorthMarq Capital, LLC, as Servicing Function Participant

34.10Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the MSBAM 2015-C20 securitization, pursuant to which thefollowing mortgage loans were serviced: Discovery Business Center (from 1/1/17to 12/31/17)

34.11CWCapital Asset Management LLC, as Special Servicer under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17) (see Exhibit 34.7)

34.12Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17) (see Exhibit 34.2) 

 

(35)Servicer compliance statement.

35.1Wells Fargo Bank, National Association, as Certificate Administrator

35.2Wells Fargo Bank, National Association, as Custodian

35.3KeyBank National Association, as Master Servicer

35.4LNR Partners, LLC, as Special Servicer

35.5Berkadia Commercial Mortgage LLC, as Primary Servicer

35.6CWCapital Asset Management LLC, as Excluded Special Servicer

35.7Trimont Real Estate Advisors, Inc., as Sub-Servicer

35.8CWCapital Asset Management LLC, as Special Servicer under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17)

35.9Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced:Discovery Business Center (from 1/1/17 to 12/31/17) (see Exhibit 35.2)

 

(99.1)Mortgage Loan Purchase Agreement, dated February 13, 2015, 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 June22, 2015 under SEC File No. 333-180779-14 and incorporated by referenceherein).

 

(99.2)Mortgage Loan Purchase Agreement, dated February 13, 2015, 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 June 22,2015 under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc., Starwood Mortgage Funding III LLC and Starwood MortgageCapital LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form8-K/A filed on June 22, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and CIBC Inc. (filed as Exhibit 99.4 to the registrant'sCurrent Report on Form 8-K/A filed on June 22, 2015 under SEC File No.333-180779-14 and incorporated by reference herein).

 

(99.5)Subservicing Agreement, dated as of February 1, 2015 between KeyBank NationalAssociation, as master servicer, and Berkadia Commercial Mortgage LLC, asprimary servicer (filed as Exhibit 99.5 to the registrant's Current Report onForm 8-K/A filed on June 22, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.6)Amended and Restated Subservicing Agreement, dated as of January 18, 2015between Berkadia Commercial Mortgage LLC and KeyBank National Association (assuccessor by merger to KeyCorp Real Estate Capital Markets, Inc.) (filed asExhibit 99.6 to the registrant's Current Report on Form 8-K/A filed on June 22,2015 under SEC File No. 333-180779-14 and incorporated by reference herein).

 

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