Attached files

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-K


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2013

      OR


  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from ____________ to ____________



      Commission file number: 333-172143-01

      DBUBS 2011-LC3 Mortgage Trust
      (exact name of issuing entity as specified in its charter)

      Deutsche Mortgage & Asset Receiving Corporation
      (exact name of the depositor as specified in its charter)

      German American Capital Corporation
      UBS Real Estate Securities Inc.
      Ladder Capital Finance LLC
      Starwood Property Mortgage Sub-2-A, L.L.C.
      Starwood Property Mortgage Sub-3, L.L.C.
      Starwood Property Mortgage Sub-4, L.L.C.
      (exact names of the sponsors as specified in their charters)



  New York                                38-3847613
  (State or other jurisdiction of         38-3847614
  incorporation or organization)          38-3847615
                                          38-6988397
                                          (I.R.S. Employer
                                          Identification No.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                 21045
  (Address of principal executive               (Zip Code)
  offices)


 Registrant's telephone number, including area code: (212) 250-2500




  Securities registered pursuant to Section 12(b) of the Act:

    None.



  Securities registered pursuant to Section 12(g) of the Act:

    None.



  Indicate by check mark if the registrant is a well-known seasoned issuer, as
  defined in Rule 405 of the Securities Act.

    Yes ___     No  X



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

    Yes ___     No  X



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


  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to
  such filing requirements for the past 90 days.

    Yes  X      No ___



  Indicate by check mark whether the registrant has submitted electronically
  and posted on its 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 such
  files).

  Not Applicable

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

    Not applicable.



  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, a non-accelerated filer, or a smaller reporting
  company.  See the definitions of "large accelerated filer", "accelerated
  filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

  Indicate by check mark whether the registrant is a shell company (as defined
  in Rule 12b-2 of the Act).

    Yes ___     No  X



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

    Not applicable.



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

    Not applicable.



  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

    Not applicable.



  DOCUMENTS INCORPORATED BY REFERENCE

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

    Not applicable.

EXPLANATORY NOTES

Wells Fargo Bank, National Association ("Wells Fargo") is the master servicer,
certificate administrator and custodian of the loans serviced under the Pooling
and Servicing Agreement and the special servicer of the Providence Place Mall
Mortgage Loan, which constituted approximately 3.9% of the asset pool of the
issuing entity as of its cut-off date. Thus, Wells Fargo is a "servicer", as
defined in Item 1108(a)(iii) of Regulation AB, with respect to the Providence
Place Mall Mortgage Loan because it is servicing mortgage loans which
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered by
Wells Fargo in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, National Association, as Master Servicer of the subject
transaction did not provide an assessment of compliance with respect to Item
1122(d)(3)(iii). At the time the pooling and servicing agreement was entered
into, it was intended that either the master servicer or the certificate
administrator would perform this servicing function. In fact, Item
1122(d)(3)(iii) of Regulation AB was performed by the certificate
administrator, and is included in the assessment of compliance with applicable
servicing criteria and accountants' attestation report of the certificate
administrator for the subject transaction.

Midland Loan Services, a Division of PNC Bank, National Association ("Midland")
acted as the Special Servicer of the mortgage loans serviced under the Pooling
and Servicing Agreement prior to June 4, 2013 when it was removed as Special
Servicer under the Pooling and Servicing Agreement. Midland was replaced as
Special Servicer under the Pooling and Servicing Agreement by CWCapital Asset
Management LLC ("CWCapital"). Included in this Annual Report on Form 10-K as
Exhibits 33.5, 34.5 and 35.3 are assessments of compliance with applicable
servicing criteria, accountants' attestation reports on assessments of
compliance with applicable servicing criteria and annual compliance statements
for the reporting period January 1, 2013 through June 3, 2013 for Midland.
CWCapital assumed the obligations of Midland as special servicer under the
Pooling and Servicing Agreement as of June 4, 2013. Included in this Annual
Report on Form 10-K as Exhibits 33.4, 34.4 and 35.2 are assessments of
compliance with applicable servicing criteria, accountants' attestation reports
on assessments of compliance with applicable servicing criteria and annual
compliance statements for the reporting period June 4, 2013 through December
31, 2013 for CWCapital.

With regard to the servicing criteria set forth in subsection 1122(d)(3)(iii),
Bank of America, N.A. (as both master servicer and primary servicer) has
indicated that the criteria is not applicable. Under the terms of the related
pooling and servicing agreement, the certificate administrator may, and does,
perform this servicing function, and Bank of America, N.A. understands that the
certificate administrator has included this criteria in its own assessment of
compliance for this transaction.

With regard to the servicing criteria set forth in subsection 1122(d)(3)(iii),
KeyBank National Association, as successor by merger to KeyCorp Real Estate
Capital Markets, Inc. ("KeyBank") has indicated that the criteria is not
applicable. Under the terms of the related pooling and servicing agreement, the
certificate administrator may, and does, perform this servicing function, and
KeyBank understands that the certificate administrator has included this
criteria in its own assessment of compliance for this transaction.

With regard to the servicing criteria set forth in subsection 1122(d)(4)(vii),
Bank of America, N.A. as primary servicer has indicated that the criteria is
not applicable. Under the terms of the related pooling and servicing agreement,
the special servicer may, and does, perform this servicing function, and Bank
of America, N.A. understands that the special servicer has included this
criteria in its own assessment of compliance for this transaction.

U. S. Bank National Association acts as Trustee of the issuing entity. Pursuant
to the Pooling and Servicing Agreement, the Trustee is required to provide an
assessment of compliance with applicable servicing criteria solely with respect
to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or
guarantees regarding collections, cash flows or distributions, and any interest
or other fees charged for such advances, are made, reviewed and approved as
specified in the transaction agreements). However, the Trustee is not required
to deliver such assessment of compliance with applicable servicing criteria
with respect to any reporting period during which there was no servicing
criteria applicable to the Trustee, as was the case during the reporting period
covered by this Annual Report on Form 10-K. As a result, this Annual Report on
Form 10-K does not include an assessment of compliance with applicable
servicing criteria of the Trustee. The assessment of compliance with applicable
servicing criteria of the Master Servicer covers Item 1122(d)(2)(iii) of
Regulation AB.

This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants' attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC.
These entities were engaged by the master servicer and the primary servicer to
remit tax payments received from the escrow accounts of borrowers to local
taxing authorities, to report tax amounts due, to verify tax parcel
information, and to verify non-escrow tax payments. With respect to the
services performed for the master servicer, these services are including within
the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii).
With respect to the services performed for the primary servicer, these services
are included within the servicing criteria set forth in Item 1122(d)(4)(xi).
Therefore, under the principles-based definition of "servicer" set forth in Item
1101(j), these vendors are "servicers" for the purposes of Item 1122. See Manual
of Publicly Available Telephone Interpretations, Section 3, Item 1101(j).


                                     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.

               Not Applicable.




                                     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.




  ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB


Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

The Three Allen Center Mortgage Loan (Loan Number 1 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity filed on
August 26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor
within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item
1112(b) of Regulation AB, the most recent unaudited net operating income of the
significant obligor was $19,482,585.00 for the twelve month period ended
December 31, 2013.

The Times Square Hotel Mortgage Loan (Loan Number 2 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity filed on
August 26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor
within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item
1112(b) of Regulation AB, the most recent unaudited net operating income of the
significant obligor was $19,808,088.00 for the twelve month period ended
December 31, 2013.


Item 1114(b)(2) of Regulation AB, Significant Enhancement  Provider Financial
Information.

No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.



Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).

No entity or group of affiliated entities provides any derivative instruments or
other support for the certificates within this transaction as described under
Item 1115 of Regulation AB.



Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceedings involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following with
respect to UBS Real Estate Securities Inc ("UBSRES"), a Sponsor and mortgage
loan seller:

UBSRES is currently engaged in litigation with respect to various legacy
residential mortgage-backed securities transactions. Some litigants are seeking
the repurchase of mortgage loans by UBSRES from certain residential mortgage
securitization trusts, on the basis that the loans are allegedly in breach of
contractual representations and warranties in governing transaction documents.
Other litigants are alleging violations of federal and/or state securities or
common law for alleged misrepresentations and omissions in offering documents
in connection with the issuance and/or distribution of residential
mortgage-backed securities. No assurance can be given that one or more of the
foregoing actions will not result in material liability to UBSRES.


Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.

The information regarding this Item has been previously provided in a prospectus
supplement of the Registrant relating to the issuing entity filed on August 26,
2011 pursuant to Rule 424(b)(5).



Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of
compliance are attached hereto under Item 15 to this Annual Report on Form
10-K. Attached as Schedule II to the Pooling and Servicing Agreement
incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
transaction responsible for each applicable servicing criteria set forth in
Item 1122(d).

The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2013, furnished pursuant to Item 1122 of Regulation
AB by National Tax Search, LLC (the "2013 NTS Assessment") for its commercial
real estate mortgage loans platform, discloses that material instances of
noncompliance occurred with respect to the servicing criterion described in
Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment is attached to
this Form 10-K as Exhibit 33.6. The material instances of noncompliance
disclosed in the 2013 NTS Assessment are as follows:

Material Instances of Noncompliance by National Tax Search, LLC

1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial accounts
and related clearing accounts. These reconciliations (B) Are prepared within 30
calendar days after the bank statement cutoff date, or such other number of
days Specificied (sic) in the transaction agreement and (D) Contain
explanations for reconciling items. These reconciling items are resolved within
90 calendar days of their original identification, or such other number of days
specificied (sic) in transaction agreements.

Noncompliance
During the reporting period, certain reconciliations were not completed within
30 calendar days after the bank statement cutoff date. Certain reconciling
items lacked proper explanations and were not resolved within 90 day (sic)
calendar days of their original identification.

Remediation
Management corrected the timeliness of reconciliations within the Period and
Plante Moran auditors have reviewed, under an agreed-upon procedures
engagement, the compliance with the servicing criteria of section
1122(d)(2)(vii), attributes B & D, as defined above, as of January 31, 2014,
noting no matters of concern.

In the first quarter of 2014 Management will also complete installation of a
Treasury Workstation system, which allows for the automation of daily
reconciliation allowing for review and research throughout the month instead of
the days after a bank statement cutoff date. This daily reconciliation will be
accompanied by proper explanation of all reconciling items. Management will
review any items that require resolution and reporting will provide aging of
items at 30, 45 and 60 day levels to prevent exceeding the 90 calendar day
requirement.

The assessment of compliance with applicable servicing criteria furnished
pursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC
("CWAM") is attached to this Annual Report on Form 10-K as Exhibit 33.3. The
material instances of noncompliance disclosed in the CWAM assessment are as
follows:

Material Instance of Noncompliance by CWAM

CWAM's assessment of compliance with the Applicable Servicing Criteria set
forth by the Securities and Exchange Commission in paragraph (d) of Item 1122
of Regulation AB as of December 31, 2013 and for the Reporting Period,
disclosed that a material instance of noncompliance occurred with respect to
the servicing criterion set forth in Item 1122(d)(4)(vii), as follows:

*With respect to servicing criterion 1122(d)(4)(vii), certain loss mitigation or
recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) were not initiated,
conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.

Management's Discussion on Material Instance of Noncompliance by CWAM
1122(d)(4)(vii): Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
as applicable) are initiated, conducted and concluded in accordance with the
time frames or other requirements established by the transaction agreements.

Noncompliance:
CWAM has identified a material instance of non-compliance as of December 31,
2013 and for the Reporting Period as a result of misappropriations of funds
from certain securitization transactions included in the Platform by a single
CWAM employee (the "Misappropriations"). The Misappropriations started in 2012
and were detected and ceased in September 2013, and included an aggregate
amount of approximately $6,000,000. The Misappropriations were limited to
certain securitization transactions in the Platform.

Remediation:
Promptly upon discovery of the Misappropriations in September 2013, CWAM
terminated the offending employee and filed a civil action to recover the
misappropriated funds . As of December 31, 2013, all of the affected
securitization transactions in the Platform have been fully reimbursed. CWAM
has also promptly notified rating agencies and criminal authorities of the
Misappropriations and the former employee was arrested on October 2, 2013.
Adjustments have been made to CWAM's policies and procedures to minimize the
risk of future misappropriation or errors. CWAM has advised counsel to the
registrant that the reported instance of material instance of noncompliance did
not affect this issuing entity.




Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto as Exhibits to this
Annual Report on Form 10-K.



                               Part IV

  Item 15. Exhibits, Financial Statement Schedules
(a) The following is a list of documents filed as part of this Annual Report
  on Form 10-K:
    (1) Not applicable
    (2) Not applicable
    (3) See below

4.1 Pooling and Servicing Agreement, dated as of August 1, 2011, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Pooled Special Servicer, Wells
Fargo Bank, National Association, as Providence Place Mall Mortgage Loan
Special Servicer, U.S. Bank, National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, and Trimont Real Estate Advisors, Inc., as Operating Advisor (filed
as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A on September 27,
2011 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-backed securities.



     
33.1 Bank of America, National Association, as Primary Servicer
33.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Wells Fargo Bank,
National Association,as Master Servicer
33.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Bank of America,
National Association, as Primary Servicer (see Exhibit 33.2)
33.4 CWCapital Asset Management LLC, as Pooled Special Servicer on and after June 4, 2013
33.5 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled Special Servicer
prior to June 4, 2013
33.6 National Tax Search, LLC, as Servicing Function Participant for Wells Fargo Bank, National Association,
as Master Servicer
33.7 National Tax Search, LLC, as Servicing Function Participant for Bank of America, National Association,
as Primary Servicer
33.8 Trimont Real Estate Advisors, Inc., as Operating Advisor
33.9 Wells Fargo Bank, National Association, as Master Servicer
33.10 Wells Fargo Bank, National Association, as Certificate Administrator
33.11 Wells Fargo Bank, National Association, as Custodian
33.12 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan
(see Exhibit 33.9)



34 Attestation reports on assessment of compliance with servicing criteria for
asset-backed securities.


     
34.1 Bank of America, National Association, as Primary Servicer
34.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Wells Fargo Bank,
National Association, as Master Servicer
34.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Bank of America,
National Association, as Primary Servicer (see Exhibit 34.2)
34.4 CWCapital Asset Management LLC, as Pooled Special Servicer on and after June 4, 2013
34.5 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled Special Servicer
prior to June 4, 2013
34.6 National Tax Search, LLC, as Servicing Function Participant for Wells Fargo Bank, National Association,
as Master Servicer
34.7 National Tax Search, LLC, as Servicing Function Participant for Bank of America, National Association, as
Primary Servicer
(see Exhibit 34.6)
34.8 Trimont Real Estate Advisors, Inc., as Operating Advisor
34.9 Wells Fargo Bank, National Association, as Master Servicer
34.10 Wells Fargo Bank, National Association, as Certificate Administrator
34.11 Wells Fargo Bank, National Association, as Custodian
34.12 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan
(see Exhibit 34.9)



35 Servicer compliance statement.



     
35.1 Bank of America, National Association, as Primary Servicer
35.2 CWCapital Asset Management LLC, as Pooled Special Servicer on and after June 4, 2013
35.3 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled Special Servicer prior to June 4, 2013
35.4 Wells Fargo Bank, National Association, as Master Servicer
35.5 Wells Fargo Bank, National Association, as Certificate Administrator
35.6 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan

99.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K/A on September 27, 2011 and incorporated by reference herein).

99.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving
Corporation and UBS Real Estate Securities Inc. (filed as Exhibit 99.6 to the registrant's Current Report on
Form 8-K on August 29, 2011 and incorporated by reference herein).

99.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP
(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Starwood Property Mortgage Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C.
(filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Starwood Property Mortgage Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C.
(filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.6 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Starwood Property Mortgage Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C.
(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.7 Primary Servicing Agreement, dated as of August 1, 2011, between Wells Fargo Bank,
National Association, and Bank of America, National Association (filed as Exhibit 99.7 to the
registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).




   (b) The exhibits required to be filed by the Registrant pursuant to Item
   601 of Regulation S-K are listed above and in the Exhibit Index that
   immediately follows the signature page hereof.

   (c) Not Applicable.



                          SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly authorized.


   Deutsche Mortgage & Asset Receiving Corporation
   (Depositor)


   /s/ Helaine M. Kaplan
   Helaine M. Kaplan, President
   (senior officer in charge of securitization of the depositor)


    Date:   March 28, 2014


   /s/ Natalie Grainger
   Natalie Grainger, Vice President


   Date:    March 28, 2014




  Exhibit Index

  Exhibit No.


4.1 Pooling and Servicing Agreement, dated as of August 1, 2011, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Pooled Special Servicer, Wells
Fargo Bank, National Association, as Providence Place Mall Mortgage Loan
Special Servicer, U.S. Bank, National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, and Trimont Real Estate Advisors, Inc., as Operating Advisor (filed
as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A on September 27,
2011 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-backed securities.


     

33.1 Bank of America, National Association, as Primary Servicer
33.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Wells Fargo Bank,
National Association,as Master Servicer
33.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Bank of America,
National Association, as Primary Servicer (see Exhibit 33.2)
33.4 CWCapital Asset Management LLC, as Pooled Special Servicer on and after June 4, 2013
33.5 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled Special Servicer
prior to June 4, 2013
33.6 National Tax Search, LLC, as Servicing Function Participant for Wells Fargo Bank, National Association,
as Master Servicer
33.7 National Tax Search, LLC, as Servicing Function Participant for Bank of America, National Association,
as Primary Servicer
33.8 Trimont Real Estate Advisors, Inc., as Operating Advisor
33.9 Wells Fargo Bank, National Association, as Master Servicer
33.10 Wells Fargo Bank, National Association, as Certificate Administrator
33.11 Wells Fargo Bank, National Association, as Custodian
33.12 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan
(see Exhibit 33.9)



34 Attestation reports on assessment of compliance with servicing criteria for
asset-backed securities.


     
34.1 Bank of America, National Association, as Primary Servicer
34.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Wells Fargo Bank,
National Association, as Master Servicer
34.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for Bank of America,
National Association, as Primary Servicer (see Exhibit 34.2)
34.4 CWCapital Asset Management LLC, as Pooled Special Servicer on and after June 4, 2013
34.5 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled Special Servicer
prior to June 4, 2013
34.6 National Tax Search, LLC, as Servicing Function Participant for Wells Fargo Bank, National Association,
as Master Servicer
34.7 National Tax Search, LLC, as Servicing Function Participant for Bank of America, National Association, as
Primary Servicer
(see Exhibit 34.6)
34.8 Trimont Real Estate Advisors, Inc., as Operating Advisor
34.9 Wells Fargo Bank, National Association, as Master Servicer
34.10 Wells Fargo Bank, National Association, as Certificate Administrator
34.11 Wells Fargo Bank, National Association, as Custodian
34.12 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan
(see Exhibit 34.9)



35 Servicer compliance statement.


     
35.1 Bank of America, National Association, as Primary Servicer
35.2 CWCapital Asset Management LLC, as Pooled Special Servicer on and after June 4, 2013
35.3 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled Special Servicer prior to June 4, 2013
35.4 Wells Fargo Bank, National Association, as Master Servicer
35.5 Wells Fargo Bank, National Association, as Certificate Administrator
35.6 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan

99.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K/A on September 27, 2011 and incorporated by reference herein).

99.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving
Corporation and UBS Real Estate Securities Inc. (filed as Exhibit 99.6 to the registrant's Current Report on
Form 8-K on August 29, 2011 and incorporated by reference herein).

99.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP
(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Starwood Property Mortgage Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C.
(filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Starwood Property Mortgage Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C.
(filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.6 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset
Receiving Corporation, Starwood Property Mortgage Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C.
(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).

99.7 Primary Servicing Agreement, dated as of August 1, 2011, between Wells Fargo Bank,
National Association, and Bank of America, National Association (filed as Exhibit 99.7 to the
registrant's Current Report on Form 8-K on August 29, 2011 and incorporated by reference herein).