INVESTMENT MANAGEMENT AGREEMENT

THIS INVESTMENT MANAGEMENT AGREEMENT (the “Agreement”), made as of the 10th day of December, 2014, by AHT SMA, LP, a Delaware limited partnership and wholly-owned subsidiary of Ashford Hospitality Trust, Inc. (hereinafter called the “Client”), and ASHFORD INVESTMENT MANAGEMENT LLC, a Delaware limited liability company and indirect subsidiary of Ashford Inc. (hereinafter called the “Manager”).

WHEREAS, the Client desires to retain and appoint the Manager as investment manager of the Client and to delegate to the Manager certain rights, powers, duties and discretion under this Agreement, and the Manager desires to accept such appointment and delegation, pursuant to the provisions of this Agreement.

THEREFORE, for and in consideration of the premises and of the mutual covenants herein contained, the parties hereby agree as follows:

a.    From time to time, upon written request of the Client, the Manager shall disclose the total assets under management in the Fund (as defined in Exhibit A attached hereto) and the total aggregate assets under management in other investment vehicles it advises executing an investment strategy substantially similar to the Fund (“Similar Funds”), including, noted separately, the assets of the Manager invested in the Fund and Similar Funds and the redemption terms applicable to investors in the Fund and Similar Funds.

The Client acknowledges that, in compliance with applicable anti-money laundering laws, regulations and orders, the Manager may be required to release or share information provided by the Client or about the Client to relevant regulatory or police authorities.

The Client shall provide a properly completed IRS Form W-9, W-8BEN, W-8IMY or W-8EXP or other applicable U.S. tax status form and any information required to comply with Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended, in each case as reasonably requested by the Manager (i) upon the execution of this Agreement, (ii) promptly upon reasonable demand by the Manager, and (iii) promptly upon any form previously provided becoming obsolete, incorrect or expired.

opportunities fairly and equitably over time. This means that such opportunities will be allocated among the Account, Fund and Similar Funds, for which participation in the respective opportunity is considered appropriate, taking into account a variety of considerations, among others, such as: (a) whether the risk-return profile of the proposed investment is consistent with the account's objectives, whether such objectives are considered (i) solely in light of the specific investment under consideration or (ii) in the context of the portfolio's overall holdings; (b) the potential for the proposed investment to create an imbalance in the account's portfolio; (c) liquidity requirements of the account; (d) potentially adverse tax consequences; (e) legal or regulatory restrictions that would or could limit an account's ability to participate in a proposed investment; (f) structural and/or financing restrictions; (g) the need to re-size risk in the account's portfolio; (h) redemptions and subscriptions and (i) others as may be agreed from time to time. Such considerations are expected to generally dictate an allocation between the Account, Fund and any Similar Funds pro rata on the basis of their respective net asset values. However, such considerations will also often result in allocations among the Account, Fund and any Similar Funds on other than a pro rata basis. The Client does hereby delegate to the Manager all of its powers, duties and responsibilities with regard to such investment and reinvestment and hereby appoints the Manager as its agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the assets in its name and for the Account, including without limitation, the power to execute swap, futures, options and other agreements, including collateral agreements, with counterparties (but not to open and close accounts in connection therewith, which requires Client approval), on the Client's behalf as the Manager deems appropriate from time to time in order to carry out the Manager's responsibilities hereunder. The Client shall, for so long as this Agreement is in effect, retain no rights to dispose or vote the securities in the Account. Said powers, duties and responsibilities shall be exercised exclusively by the Manager pursuant to and in accordance with its fiduciary responsibilities and the provisions of this Agreement. In addition, in accordance with the Manager’s guidelines in effect from time to time and its fiduciary duties to the Client, the Manager or its agent is authorized, but shall not be required, to: (1) vote, tender or convert any securities in the Account; (2) execute waivers, consents and other instruments with respect to such securities; (3) endorse, transfer or deliver such securities; or (4) consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities; provided that the Manager shall not incur any liability to the Client by reason of any exercise of, or failure to exercise, any such discretion in the absence of gross negligence or bad faith.

performance, nor the success of the Manager's overall management of the assets subject to the Investment Guidelines or this Agreement.

a.    Where disclosure is permitted under the terms of this Agreement;

b.    Where disclosure is required for the purpose of making, acquiring, settling or realizing an investment in accordance with the terms of this Agreement and the Investment Guidelines on behalf of the Account;

c.    Where disclosure is required by law or the order of any court or pursuant to any request or requirement of any government or regulatory authority, bank examiner or statutory auditor;

but in an event under paragraph (c) or (e) above, and unless precluded from doing so by applicable law or the obligation of immediate disclosure, the disclosing party shall give the other party, before making the disclosure, an opportunity to oppose the disclosure, and shall coordinate the wording of such disclosure with such other party (to the extent permitted by law). The Manager shall be entitled to disclose information received by the Client to the Manager’s affiliates, employees, service providers and professional advisors wherever located with respect to this Agreement (provided that such disclosure is for the sole purpose of supporting the provision of services under this Agreement and such affiliates, employees, service providers and professional advisors are also bound by the same confidentiality obligations as noted above).

Notwithstanding the foregoing, the Client shall be permitted to disclose information about the Account and, on at least a ninety (90) day delayed basis, the Account’s holdings to its investors, affiliates, employees, service providers and professional

advisors wherever located with respect to the Account and this Agreement (provided that such persons are bound by obligations no less stringent than those set forth in this Section 12).

Name                         Title    

Monty Bennett                President of its General                             Partner

David A. Brooks                Vice President and Secretary                                 of its General Partner

The Manager shall be fully protected in relying upon any direction in accordance with the previous paragraph with respect to any instruction, direction or approval of the Client, and shall be so protected also in relying upon a certification duly executed on behalf of the Client as to the names of persons authorized to act for it and in continuing to rely upon such certification until receipt of written notice by the Client to the contrary.

The Manager shall be fully protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by the proper persons or to any statement contained in any such writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

and the REIT tax rules applicable to it. Client covenants that it will transfer to the AIM Real Estate Hedged Equity Master Fund, L.P. (“Master Fund”), upon request of the Manager, cash or securities in an amount equal to the lesser of (i) the entirety of the assets held in the Account, (ii) an amount which is equal to 49% of the net asset value of the Master Fund, or (iii) the maximum such amount that the Client determines in good faith it can contribute to the Master Fund without causing Client to be in violation of any of the REIT tax rules applicable to Client; provided that in all cases ((i), (ii) or (iii)), the Manager at such time shall provide any reasonable assurance requested by the Client with respect to the net asset value of the Account necessary for the Client and its advisors to determine that such transfer would not cause the Client to be required to consolidate the activity of the Account in its financial statements.

request withdrawal of their capital accounts in the Fund effective as of the same time as the Manager is liquidating the Account for the Client.

or such other name or address as may be given in writing to the other party. All notices hereunder shall be sufficient if delivered by facsimile or overnight mail. Any notices shall be deemed given only upon actual receipt.

oral or written, with respect to the subject matter hereof are superseded hereby and incorporated herein. To the extent any provisions in this Agreement conflict or are inconsistent with the terms and provisions of the PPM, the provisions set forth in this Agreement shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

By: /s/ DAVID A. BROOKS    

David A. Brooks, Vice President

a Delaware limited liability company

By:/s/ ROB. HAYS    

Rob Hays, Manager

The Manager shall manage the Account in a manner that is consistent with its management of AIM Real Estate Hedged Equity (U.S.) Fund, LP (the “Fund”) and as described in the attached Confidential Private Placement Memorandum dated as of November 2014 (a copy of which has been provided by the Manager to the Client) subject to such changes as may be otherwise agreed in writing.

Organizational Expenses. The Client shall bear all costs and expenses of the establishment and ongoing maintenance of the Account.             

The Client also bears all out-of-pocket costs of the administration of the Account, including, but not limited to, any governmental, regulatory, compliance, licensing, filing or registration fees incurred by the Manager in compliance with the rules of any self-regulatory organization or any federal, state or local or other applicable laws; to the extent permitted by applicable law, any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Manager in its capacity as such, or otherwise, involving Account activities; the cost of the audit (if any) of the Account; the fees and expenses for financial and tax accounting, bookkeeping and reporting services, and administrative services performance by any person on behalf of the Account; the fees and expenses of the Manager’s counsel in connection with advice directly relating to the Account’s legal affairs and tax-related or regulatory-related issues; the costs of any litigation or investigation involving activities of the Account; the costs and fees of any outside appraisers, accountants, administrators, attorneys or other experts engaged by the Manager; the costs and expenses associated with meetings with the Client; the costs associated with maintaining “directors and officers” or similar liability insurance for the benefit of the Manager; all reasonable costs and expenses associated with reporting and providing information to the Client; and any costs or expenses of winding up and liquidating the Account.

However, the Manager may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Client.