December 3, 2015 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: | Morgan Stanley Capital I Inc. |
Registration Statement on Form SF-3
File No. 333-206582
Ladies and Gentlemen:
In accordance with Rule 461 under the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, as Registrant, hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective by 4:00 p.m. (Eastern time) on December 3, 2015, or as soon as practicable thereafter. In addition, the Registrant hereby confirms that, if any transaction under the above-referenced Registration Statement on Form SF-3 includes a form of credit enhancement other than the subordination of certain classes of certificates to certain other classes of senior certificates, it will file a post-effective amendment to the Registration Statement on Form SF-3 to include information with respect to such other form of credit enhancement.
The Registrant acknowledges to the Commission that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. The Registrant acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing. The Registrant further acknowledges that it may not assert staff comments or a declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours, | |||
MORGAN STANLEY CAPITAL I INC. | |||
By: | /s/ Kevin Ng | ||
Name: Kevin Ng | |||
Title: President | |||