SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  July 3, 2014

Via E -mail

Andrew Kahn , Esq.
Davis Cowell  & Bowe  LLP
595 Market Street, Suite 1400
San Francisco, CA  94105

Re: Ashford Hospitality Trust, Inc.
Preliminary Proxy Statement  on Schedule 14A filed by UNITE HERE
Filed June 26 , 2014
  File No. 001-31775

Dear Mr . Kahn :

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 bett er 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 d o 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.

Preliminary Schedule 14A
1. We note that since 2013 you have filed preliminary proxy statements and/or soliciting
materials pursuant to Rule 14a -12 but have not continued the process to actually solicit
proxies from security holders.  Thus, it is unclear whether you intend to solicit proxies.
We remind you of question D.3 in the Third Supplement (July 2001) to the Manual of
Publicly Available Telephone Interpretations, available on our web site.  Please advise.
2. Please consider including page numbers to your proxy statement .
3. Please provide the disclosure required by Item s 2 and 6(a)-(b) of Schedule 14A.
4. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for  each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to

Andrew Kahn, Esq.
Davis Cowell & Bowe LLP
July 3, 2014
Page 2

 the staff on a supplemental basis.  Please provide us the support for the following:
 that the mutual exclusivity agreement between Ashford Inc. and Re mington is
“potentially  lucrative for Ashford insiders; ”
 that the same agreement “could impede [Ashford Inc. ’s] ability to attract third -party
client s and depress shareholder value; ” and,
 that the external management structure proposed by AHT is “controversial. ”
5. Revise your disclosure to explain how the advisory agreement between  Ashford Inc. and
AHT “asks AHT to bea r the brunt of the risk created ” by certain management decisions.
6. Revise your disclosure to expa nd the description of the relationship among AHT,
Ashford Inc. , Ashford Prime and Ashford Advisors.
7. Describe here the “preliminary data  on externally -advised Prime ” that you reference.
8. Provide us support for your statement that “early predictions that Prime may see a
suppressed valuation due to its externally -managed structure appear to be borne out. ”
Also, revise the disclosure to clarify its relevance to AHT.
9. Revise your disclosure  to describe the “sharp restrictions on shareholder rights
contemplated for Ashford Inc. ”
10. Clarify under section I which proposals in a future special meeting would be binding on
the AHT board of directors and which p roposals would not be  binding.
11. In the same section I, clarify which provisions proposed by Ash ford Inc. are currently
included in AHT ’s organizational documents explicitly or by o peration of Maryland law.
12. Provide us supplemental  support for the Green Street Advisors r eport referenced in
section I.
13. Provide us support for the disclosure in each of the first three sente nces in the second
paragraph in section II.
14. Provide us support for the disclosure in the third and fourth sente nces in the first
paragraph in section III.
15. With a view toward revised disclosure, please explain to us the inclusion of the word
“link” in parenthesis under the caption  “Remove change -in-control termi nation fees ” in
section III.
16. We note your reference to AHT ’s bylaws in section IV.  It appears that the bylaw you
reference (Article 1, Section 3) does not provide security holders the right to call a special
meeting, per our review  of the company ’s bylaws filed on November 12, 2010.  That
filing includes such rights in Article I, Sec tion 11.  Revise as necessary.

Andrew Kahn, Esq.
Davis Cowell & Bowe LLP
July 3, 2014
Page 3

 17. On a related note, it appears that a special meeting may be called “upon the written
request of the holders of common stock entitled to cast not less tha n 25% of all votes
entitled to be cast at such meeting .”  Your disc losure appea rs to require consents from
holders of a majority of the votes entitled to be cast at such meeting.  Revise.
18. On a related note, disclose the starting date for your solicitation an d a deadline, if the re is
one.
19. Revise your disclosure relating to the proposed resolutions to be presented a future
special meeting of AHT security holders pur suant to this consent solicitation numbered 2,
3, 4, 6, 7 and 8 to describe what legal authority security holders of AHT will have with
respect to corporate matter s relating to Ashford Inc.
20. Revise proposed resolution 5 to highlight that the proposal would directly affect AHT,
not Ashford Inc.  Additionally, to the extent th e company ’s bylaws filed on November
12, 2010 are currently valid (see above), it appears that this proposal would not achieve
any change for AHT security hold ers.  Please advise or revise.

Additional Information
21. Please tell us the purpose of the disclosure in this section.  To the extent you included it
in reliance on Rule 14a -5(c), note that the rule is limited to other soliciting materials “in
connection with the same meeting or subject matter .”

Form Proxy Card
22. Please mark the form of proxy card as preliminary.  Refer to Rule 14a -6(e)(1).

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are  in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each participant
acknowledging that:

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

Andrew Kahn, Esq.
Davis Cowell & Bowe LLP
July 3, 2014
Page 4

You may contact me at (202) 551 -3619 with any questions .  You may also contact me vi a
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions