efc11-536_fmfwp.htm

FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433

Registration Statement No. 333-167764 and No. 333-167764-01

September 7, 2011

NEW ISSUE CMBS: $1,492MM MORGAN STANLEY CAPITAL I SERIES 2011-C3 (MSC 2011-C3)

CO-LEAD MANAGERS & BOOKRUNNERS: MORGAN STANLEY & BofA MERRILL LYNCH

PUBLICLY OFFERED CERTIFICATES

PRIN		CUM	NOI
CLASS		DBRS/MOODY'S	SIZE($MM)		CE(%)		WAL(YRS)		WINDOW		LTV(%)		DY(%)
	A-1	AAA(sf)/Aaa(sf)		85.448		30.000		2.6		1-56		43.1		17.0
	A-2	AAA(sf)/Aaa(sf)		448.881		30.000		4.8		56-59		43.1		17.0
	A-3	AAA(sf)/Aaa(sf)		219.010		30.000		7.6		59-116		43.1		17.0
	A-4	AAA(sf)/Aaa(sf)		291.053		30.000		9.7		116-117		43.1		17.0

PRIVATELY OFFERED CERTIFICATES (144A)

A-J	AAA (sf)/Aaa(sf)	162.253	19.125	9.83	117-118	49.8	14.7
B	AA(sf)/Aa2(sf)	69.005	14.500	9.86	118-118	52.7	13.9
C	A(sf)/A2(sf)	44.760	11.500	9.86	118-118	54.5	13.4
D	BBB(high)(sf)/Baa1(sf)	31.704	9.375	9.86	118-118	55.8	13.1
E	BBB(low)(sf)/Baa3(sf)	54.085	5.750	9.93	118-119	58.1	12.6

COLLATERAL SUMMARY
POOL BALANCE:	$1.492Bn
NUMBER OF LOANS / PROPERTIES:	63/76
WA CUT-OFF LTV:	61.6%
WA BALLOON LTV:	54.3%
WA MORTGAGE RATE:	5.279%
WA UW NCF DSCR:	1.68x
WA UW NOI DEBT YIELD:	11.9%
WA TERM TO MATURITY (MOS):	96
% OF TEN LARGEST LOANS:	52.4%
LOAN SELLERS:	MORGAN STANLEY (60.6%), BANK OF AMERICA (39.4%)
TOP 5 STATES:	TX(17.6%), CA(13.6%), PA(12.0%), NY(8.4%), OH(7.0%)
TOP 5 PROPERTY TYPES:	RETAIL(46.3%), OFFICE(29.7%), HOSPITALITY(12.6%) INDUSTRIAL(3.4%), MANUFACTURED HOUSING(2.8%)

MASTER SERVICER:	WELLS FARGO BANK, NATIONAL ASSOCIATION
SPECIAL SERVICER:	MIDLAND LOAN SERVICES
TRUST ADVISOR:	TRIMONT REAL ESTATE ADVISORS, INC.
CONTROLLING CLASS REP:	BLACKROCK FINANCIAL MANAGEMENT

ROADSHOW & TIMING
INVESTOR GROUP CALL:	MON 9/12 @ 1PM EDT (DIAL-IN DETAILS TBD)
HARTFORD BFAST:	9/8 8:30AM @ MARRIOTT
BOSTON LUNCH:	9/8 12:45PM @ THE MANDARIN ORIENTAL
MINNEAPOLIS BFAST:	9/9 7:45AM @ THE GRAND
CHICAGO GROUP MTG:	9/9 2:00PM @ MS OFFICE
NY CALLS/ MEETINGS:	9/8, 9/9, 9/12 - CALL DESK
RA REPORTS:	EXPECTED TODAY/TOMORROW
EXPECTED PRICING:	W/O SEP 12TH
EXPECTED CLOSING:	ON OR ABOUT OCT 5TH

A copy of the Transaction Free Writing Prospectus, dated September 2, 2011, describing the Publicly Offered Certificates, the Mortgage Loans, certain associated risks of an investment in the Publicly Offered Certificates, and other related matters is available at http://sec.gov/Archives/edgar/data/762153/000152153611000188/q1100144_fwp-msmc.htm.

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