SecProbe.io

March 13 , 2015

Via E -mail
Ms. JJ Fueser
UNITE HERE
243 Golden Gate Avenue
San Francisco, CA 94102

Re: Ashford Hospitality Trust,  Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 4 , 2015  by UNITE HERE
File No.  001-31775

Dear Ms. Fueser :

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 yo ur filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please include infor mation a s of the most recent  practicable date and fill in all blanks.

2. Please revise to clari fy that the trustees to whom the election of trustees proposal pertains
are not UNITE HERE nominees and explicitly direct  shareholders to the company’s
proxy statement for the names of, and other required information regarding, the company
nominees to the board of trustees.

3. Please revise to clarify your references to “Trust ,” “Prime, ” “AINC,” and “Ashf ord.”

4. We note your statement that “Ashford has sued to prevent shareholders from having an
opportunity to even vote on these proposals at the upcoming Annual Meeting.”  Please
provide a  brief summary of the proceedings and the relief sought  by the company .

Ms. JJ Fueser
UNITE HERE
March  13, 2015
Page 2
 Supplement your disclosure  to highlight the attendant risk that shareholders who vote
using your proxy card instead of the company’s card could  be disenfranchised  if the court
finds that UNITE HERE ’s proposals are improper and may not be voted on.

5. We note the company’s pending claim s before a court  that UNITE HERE’s proposals
have not been made in full compliance with the  company’s advance  notice bylaw
provisions.  Please briefly disclose the applicable provisions under state law and /or the
company ’s governing  documents  that you believe allow the proposals to be properly
brought before  the meeting.

6. Further to our comments above, separately  highlight that if the court finds the UNITE
HERE proposals are improper, shareholders who use your proxy card would not only lose
their ability to vote on proposals you outline in your supporting statements, but also on
all other matters  presented on a U NITE HERE proxy card, inclusive of the right to elect
the trustees.

7. Please provide clarity to your statement regarding insider control, which you indicate is
less than 50% yet which subsequent statements imply may approximate 56% (e.g., we
note your statements that independent shareholders own approximately 44% of shares).
Please remove the statement or clarify .

8. We note the disclosure in Sections IV and V that you “incorporate by referenc e” certain
information contained in management’s proxy statement.  Please advise us, with a view
towards revised disclosure, of all instances in which the participants intend to rely on
Rule 14a -5(c) to satisfy the disclosure requirements in S chedule 14A.  Please note that a
clear reference to the document containing the disclosure required by Schedule 14A
should be provided in each instance in which you rely upon Rule 14a -5(c).

9. Each s tatement 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.  Please revise
your disclosure to (i) characterize as your opinion the statements you make with respect
to the following non -exclusive list of assertions  and/or (ii) to provide the requisite
support for the statements:
 the statement that most lodging REIT s that have recently opted out of MUTA also
require shareholder ap proval to opt back in ;
 the assertion  that the restructuring “flew in the face of broader hotel industry  trends” ;
and
 the assertion  that the restructuring was “undertaken in such a way as to insulate
insiders from shareholder opinions, to disproportionately benefit insiders , and to pass
risk onto REIT shareholder s.”

Ms. JJ Fueser
UNITE HERE
March  13, 2015
Page 3
 II. Supporting Statements

6. Recommending the terms of the Advisory Agreement be amended  …

10. Clarify the first statement under this heading t o indicate the lessons to which you refer.
As appropriate, please qualify  any disclosure that is added in response to this comme nt as
statements of opinion or belief and provide the requisite support for such statemen ts.

11. Please provide context to the assertions you make regarding the fee structure  and change -
of-control termination fee provisions  in the Advisory Agreement .  For example, clarify
whether the se provisions align with terms found  in the majority or minority of Advisory
Agreements of externally -managed REITs .

12. There does not appear to be sufficient basis for the statement that the company ’s REITs
are “be[ing ] held hostage to Ashford’s externalization experiment…” or that the structure
of the terms of the Advisory Agreement preclude the REIT s from pursuing strategic
alternatives favorable to all, which is implied from the last sentence under this heading.
Please remove the statements or revise.

V. Information on Participants in this Solicitation

13. Please disclose UNITE HERE’s overall ownership of shares of the company , expressed
as a percentage of total shares outstanding  as of the most recent practicable date .

Form of Proxy

14. Please clearly mark the  form of proxy as “Preliminary  Copy .”  See Rule  14a-6(e)(1).

15. Please revise the introductory paragraph to reference, if true, the annual shareholders
meeting for 2015.

16. Please clarify that Proposal 1 relates to the company’s nominees.

17.  Please revise Proposal 2 to reference, if true, the 2015 fiscal year.

18. Please remove the parenthetical reference “(binding)” that is included in Proposals  4-7 on
the proxy card.

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 informati on the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the filing persons are in possession of
all facts relating  to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have mad e.

Ms. JJ Fueser
UNITE HERE
March  13, 2015
Page 4
 In responding to our comments, please provide a written statement from each filing
person acknowledging that:

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

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments .

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

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