SecProbe.io

October 31 , 2013

Via E-mail
Ms. Courtney Alexander
UNITE HERE
275 Seventh Ave.
New York NY 10001

Re: Ashford Hospitality Trust, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 22 , 2013  by UNITE HERE
File No.  001-31775

Dear Ms. Alexander :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please provide the disc losure required by  Items 2,  6(a), (b) and (d), and 21(b) of
Schedule  14A, as well as Rule  14a-4(b)(1)  of Regulation 14A.

2. We understand that the company has established a r ecord date for the spin -off of
November 8, 2013 and a distribution date of November 19 , 2013 .   Please  advise, and
revise your discl osure as necessary to indicate, how these dates impact  your solicitation.

Fees to related parties and conflicts of interest

3. We note your disclosure that “ Many of these services must, as a result of the Exclusivity
Agreement,  be performed by related parties, giving rise to a scenario where the same
insiders control the advising company, the advised company, and the ‘third -party’

Ms. Courtney Alexander
UNITE HERE
October 31 , 2013
Page 2
 contractor selected by the advisor for the advised company. ”  Please revise this disclosure
to clar ify the parties you are referring to in each case.

4. We note your disclosure that “ The Change in Control Termination Fees may not apply if
certain key officers remain in place. ”  Please identify in your response the provisions of
the agreement to which this  disclosure relates.

No pathway to self -management of Prime, or internalization

5. Please provide us with support for the assertion that “Inland Western is not the only
externally -managed REIT to internalize its management at significant cost to
shareholders, nor the only one to be subject to a class -action lawsuit over internalization.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures th ey have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securiti es laws of the United
States.

You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

Ms. Courtney Alexander
UNITE HERE
October 31 , 2013
Page 3

cc: Via E-mail
Andrew Kahn , Esq.
Davis, Cowell & Bowe , LLP