Item 1.01 Entry into a Material Definitive Agreement.

On December 4, 2008, JER Debt Co-Investment Advisors, L.P. (the "General Partner"), an affiliate of JER Investors Trust Inc. ("JRT"), JERIT Non-CDO Assets Holding LLC, a subsidiary of JRT, JER Fund IV US Debt Co-Investment, LLC and the California Public Employees' Retirement System ("CalPERS") entered into an amendment to the amended and restated limited partnership agreement (the "LPA") of JER US Debt Co-Investment Vehicle, L.P. (the "US Debt Fund") (such amendment being filed herewith as Exhibit 10.1). The amendment extends the US Debt Fund's commitment period for an additional one year period, from December 11, 2008 to December 11, 2009. In addition, pursuant to the amendment, the General Partner is not required by the LPA to allocate new investment opportunities to the US Debt Fund. Finally, the amendment provides that commencing on December 11, 2008 through and including December 11, 2009, the management fee payable by CalPERS to the General Partner shall be calculated to (i) include CalPERS' pro-rata share of the outstanding principal balance on the US Debt Fund's revolving credit facility with WestLB AG New York Branch and (ii) exclude CalPERS' pro-rata share of unrestricted cash and cash equivalents held by the US Debt Fund.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Amendment to Amended and Restated Limited Partnership Agreement

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