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


    DIVISION OF
 CORPORATION FINANCE


                                                         February 13, 2019

Christopher K. Davis
Senior V. P. and General Counsel
Everest REIT Properties, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, California 91101

RE:    Carey Watermark Investors Incorporated
       Schedule TO-T filed February 11, 2019
       Filed by Everest REIT Investors I, LLC
       File No. 005-87384

Dear Mr. Davis:

        We have reviewed the above-captioned filing and have the following
comments. Some
of our comments may ask for information so we may better understand your
disclosure. If you
do not believe our comments apply to your facts and circumstances, and/or do
not believe an
amendment is appropriate, please tell us why in a written response.

       Please respond to this letter by amending the filing and/or by providing
the requested
information. After reviewing this information and/or amendment to this filing,
we may raise
additional comments.

Schedule TO-T

Section 13. Certain Legal Matters, page 12

1. Please revise to describe the risks or other impacts of the mandatory
arbitration provision on
   tendering holders. These risks may include, but are not limited to,
increased costs to bring a
   claim, limited access to information and other imbalances of resources
between the bidder
   and shareholders, and an acknowledgment that these provisions may discourage
claims or
   limit shareholders' ability to bring a claim in a judicial forum that they
find favorable.

2. To the extent practicable, please revise to expressly address any
uncertainty about whether a
   court would enforce the mandatory arbitration provision, or advise.

3. Please advise us, with a view toward revised disclosure, whether or not the
existing disclosure
   regarding fee recovery adequately describes: any minimum level required by
the plaintiff to
   avoid payment; who exactly is eligible to recover (e.g., bidder, its
affiliates, tendering holders,
   tendering holders whose shares are purchased in the offer); and any specific
fees that may not be
   recovered beyond the already-cited unreasonable attorney's fees and costs.
 Christopher K. Davis
Everest REIT Properties, LLC
February 13, 2019
Page 2

Section 15. Miscellaneous, page 13

4. The disclosure states that "[t]he offer is not being made to (nor will
tenders be accepted from
   or on behalf of) Shareholders in any jurisdiction in which the making of the
Offer or the
   acceptance thereof would not be in compliance with the laws of such
jurisdiction." If the
   bidders are attempting to rely on Rule 14d-10(b)(2), please note that Rule
14d-10(b)(2) is
   restricted by interpretation to U.S. state law. While Rules 14d-4 and 14d-10
do not
   affirmatively govern the dissemination of tender offers into jurisdictions,
and thus do not
   compel the making of an offer into any specific and/or all jurisdictions,
Rule 14d-10(a)(1)
   makes clear that the tender offer must be held open to all members of the
subject class of
   equity being sought. Please revise consistent with Rule 14d-10(a)(1), or
advise us how the
   bidders have concluded that they may lawfully exclude certain security
holders. For
   guidance, refer to Exchange Act Release No. 34-58597, Section II.G.1
(September 19, 2008).

   Closing Comments

       If the information you provide in response to our comments materially
changes the
information already provided to shareholders, disseminate the revised materials
in a manner
reasonably calculated to inform them of the new information.

         We urge all persons who are responsible for the accuracy and adequacy
of the disclosure
in the filings reviewed by the staff to be certain that they have provided all
information investors
require for an informed decision. Since the offeror is in possession of all
facts relating to its
disclosure, it is responsible for the accuracy and adequacy of the disclosures
it has made.


       Please direct any questions to me at (202) 551-3266.

                                                      Sincerely,

                                                      /s/ Nicholas P. Panos

                                                      Nicholas P. Panos
                                                      Senior Special Counsel
                                                      Office of Mergers &
Acquisitions