March 14, 2005
Mail Stop 0409
Daniel T. Ward
Secretary
JER Investors Trust Inc.
1650 Tysons Blvd., Suite 1600
McLean, Virginia 22102
Re: JER Investors Trust Inc.
Amendment No. 1 to Form S-11 filed February 15, 2005
Form S-11 filed February 14, 2005
Registration No. 333-122802
Dear Mr. Ward:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Supplementally, please provide us with any pictures, graphics
or
artwork that will be used in the prospectus.
2. Please provide the disclosure regarding promoters required by
Item
11 of Form S-11, including the information called for by Item
11(d)
regarding the names of the promoters and indicate all positions
and
offices with the registrant now held or intended to be held by
each
such promoter.
3. Supplementally, please provide us with a detailed analysis of
why
your current and proposed business and investment strategy has not
caused you to be, and will not cause you to become, an "investment
company" within the meaning of Section 3 of the Investment Company
Act of 1940. For example, if you intend to rely on the exemption
set
forth in Section 3(c)(5)(C) of that act, your analysis should
include
a discussion of how you have satisfied and expect to continue to
satisfy the requirements for the availability of that exemption
established by applicable Commission rules and staff
interpretations.
4. We note that you plan to issue collateralized debt obligations.
Please tell us whether you intend to register the offering of
these
securities or tell us the exemption from registration on which you
intend to rely.
5. We note that you have listed JER TRS Holding Company, Inc. as a
subsidiary in Exhibit 21.1., and on page 99 you discuss affiliated
partnerships. Please revise as appropriate to discuss the role
that
your taxable REIT subsidiary and any operating partnerships or
other
subsidiaries will serve in your operations.
Prospectus Cover Page
6. We note the disclosure regarding your intention to apply to
list
the shares on the NYSE.
Please refer to the note to Item 202 of Regulation S-K and advise
or
revise.
7. Please disclose that you intend to elect REIT status for the
year
ended December 31, 2004, as stated on page 86.
8. Please disclose the name of your manager, rather than
describing
the entity as "an affiliate of J.E. Robert Company, Inc."
Prospectus Summary, page 1
9. Throughout the prospectus you use the term "JER" to refer to
"J.E.
Robert Company, Inc." Since your company name and the name of
your
manager include the term "JER," this may be confusing to an
investor.
Please revise throughout the prospectus to clearly delineate
between
the company, your manager and J.E. Robert Company, Inc.
10. Please relocate the summary risk factors so that they appear
immediately after the discussion of your competitive strengths.
11. Please revise to include an organizational chart.
12. Please revise to describe the compensation and benefits to be
received, directly or indirectly, by affiliated persons. Refer to
Item 3(b)(4) of Form S-11.
13. The disclosure in the paragraph preceding this section
suggests
that you currently do not employ match-funded financing structures
in
your business. Consequently, please remove "Match-Funded
Financing
Discipline" from your "Competitive Strengths." Your intention to
match-fund in the future is currently a business and financing
strategy rather than a competitive strength.
Targeted Investments, page 2
14. We refer to your reference to the Commercial Mortgage Alert
data.
If the demographic and market data, including that referred to in
this paragraph, upon which you rely has been widely disseminated
in
non-subscription publications or publications of general
circulation
like newspapers and magazine, please provide us with copies of the
relevant portions of the publications that include the information
consistent with the statements in the prospectus. Alternatively,
if
such information is only available to customers or subscribers of
the
provider, please file a consent from the provider for the use of
its
name and the information attributed to it.
15. Please delete your disclosure regarding the estimated yields
on
your net leased real estate and the estimated spreads on your loan
investments or provide appropriate support for these projections.
Management Agreement, page 4
16. The calculation of the incentive fee may be difficult for an
investor to understand. In addition to your disclosure of the fee
formula, please provide a brief description of the circumstances
in
which the formula will result in the payment of the incentive fee.
Disclose the amounts payable after this offering.
Summary Risk Factors, page 6
17. Please include a bullet point discussing the conflicts of
interest created by the manager`s compensation structure.
Risk Factors, page 10
18. Please clarify that all material risks are discussed in the
"Risk
Factors" section. In this regard, we note that the introductory
paragraph which provides that investors should consider the
information set forth below in addition to the information set
forth
elsewhere in the prospectus.
19. Please include a risk factor regarding the limitations of
rating
agency ratings, including the risk that such ratings may be
lowered
or withdrawn.
20. Please include a risk factor that discusses your manager`s
discretion in the use of the repurchase agreements to be paid down
with the proceeds from the offering to acquire unspecified assets.
Include disclosure of the increased uncertainty and risk to
investors
since they are unable to evaluate the particular assets to be
acquired prior to investment.
21. Please include a risk factor with respect to your current
losses.
Refer to Item 503(c)(2) of Regulation S-K.
22. Please revise to discuss the risks of net lease property.
23. Please describe the risk that after this offering, Mr. J.E.
Robert will have significant control over your company as a major
stockholder, as advisor, and as Chairman of the Board.
There are conflicts of interest in our relationship with JER and
our
manager, which could result in decisions that are not in the best
interests of our stockholders, page 10
24. We note that you discuss several conflicts and associated
risks
under the same heading. Please revise to present each risk under
a
separate heading that briefly describes the nature of the risk.
25. We refer to your disclosure that the manager will be paid
substantial fees regardless of performance. Please disclose that
management fees of $1.1 million were paid for the period ending
September 31, 2004 and that you experienced a net loss of $6.1
million during the same period.
26. We note your disclosure regarding the potential of the
incentive
fee formula to lead the manager to place undue emphasis of the
maximization of FFO. Please supplementally advise us whether the
incentive fee formula also provides an incentive to the manager to
recommend stock offerings at times when the FFO yield is above
historical levels or to pay dividends in excess of earnings and
profits.
27. Please expand the disclosure to include the fact that you will
indemnify the manager and its officers and directors with respect
to
their liability for expenses, losses, damages, liabilities, and
claims arising from acts of the manager not constituting bad
faith,
willful misconduct, gross negligence or reckless disregard of
duties
performed pursuant to the management agreement.
28. We note that the underwriter, FBR, currently owns 7.7% of your
common stock, was the initial purchaser and placement agent for
your
private placement, and has two seats on the board. Please discuss
the conflict in the performance of the underwriter`s due diligence
inquiries under the Securities Act.
We expect to incur significant debt to finance our investments,
which
may subject us to increased risk of loss and reduce cash available
for distributions to our stockholders, page 12
29. Please quantify your current amount of indebtedness.
Interest rate fluctuations could reduce our ability to generate
income on our investments and may cause losses, page 13
30. Please quantify the percentage of your assets that have fixed
rate terms and the percentage of your indebtedness that has fixed
rate terms.
31. If appropriate, please disclose whether increasing interest
rates
may have an effect on borrower default rates.
The mortgage loans in which we invest and the mortgage loans
underlying the mortgage backed securities in which we invest will
be
subject to delinquency, foreclosure and loss, which could result
in
losses to us, page 16
32. Please revise to include your most recent delinquency and
credit
loss data.
Our investments in subordinated mortgage backed securities could
subject us to increased risk of losses, page 17
33. Please revise to disclose the percentage of your current
portfolio that is subordinated MBS. Please provide equivalent
disclosure in your subsequent risk factors for mezzanine loans, B-
Notes, bridge loans, preferred equity investments, REIT debt
securities, non-U.S. dollar denominated securities and non-
conforming
and non-investment grade loans.
Maintenance of our exemption from the requirements of the
Investment
Company Act imposes limits on our operations, page 23
34. Please disclose whether you intend to obtain a legal opinion
in
connection with the acquisition of assets for which there is
"uncertainty" with respect to Investment Company Act treatment.
The stock ownership limit imposed by the Internal Revenue Code for
REITs and our charter may restrict our business combination
opportunities, page 25
35. The definition of "person" in your charter appears to be more
restrictive than the requirements of the 5-50 rule. Please revise
to
disclose that your ownership limitations are more restrictive than
is
necessary to comply with the Internal Revenue Code REIT
requirements.
Risks Related to this Offering
The market price and trading volume of our common stock may be
volatile following this offering, page 28
36. Please revise to describe each specific risk separately,
rather
than listing them in a bullet-format. Refer to Item 503(c) of
Regulation S-K. We note that the third, fifth, sixth, seventh and
ninth bullets are already discussed under separate headings on
pages
10 and 28-30. Further, the remaining bullets appear to be generic
risk factors.
Future sales of our common stock may depress the price of our
shares,
page 29
37. For ease of investor understanding, please revise to include a
table at the beginning of your disclosure, here and on page 81,
showing the dates when all of your common shares outstanding
immediately prior to the offering may be resold following the
completion of the offering. For example, the table should further
classify the outstanding shares based on the first date on which
those shares may be resold into the market once any applicable
lockup
restrictions have lapsed, either because those shares have been or
will be registered for resale under the Securities Act or have
become
or will become eligible for resale under Rule 144 or any other
applicable resale exemptions.
We have not established a minimum distribution payment level and
we
cannot assure you of our ability to make distributions in the
future,
page 29
38. Please revise, here and on pages 34 and 100, to clarify how
your
distributions may include a return of capital.
Use of Proceeds, page 32
39. Please disclose that you will use all the net proceeds from
this
offering to repay outstanding indebtedness under your master
repurchase agreements. Please disclose how you used the funds
borrowed under your repurchase agreement that are to be repaid
with
the proceeds of this offering. Refer to Item 504 of Regulation S-
K.
In addition, please briefly describe the purposes for which you
borrow funds under these repurchase agreements.
Dilution, page 35
40. Please revise to clarify that you are discussing the
underwriter`s overallotment option in the last paragraph.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 37
41. The "Management`s Discussion and Analysis of Financial
Condition
and Results of Operations" section should present an analysis of
the
company`s business as seen through the eyes of management,
including
known trends, demands and commitments that may impact future
financial condition or operating performance. Please expand your
introductory disclosure to provide an analysis of these issues and
other items which management believes may have a material impact
on
your future financial condition or operating performance. For
example, please discuss the anticipated impact of the current
interest rate environment, increasing competition and any other
material trends. For additional guidance, refer to Commission
Release No. 33-8350 (Dec. 19, 2003).
42. In the introduction to this section, please disclose
management`s
expectation regarding the relative importance of residential
mortgages to your future business.
Results of Operations, page 39
43. Reference is made to your discussion of net loss and net loss
per
share adjusted to exclude stock-based compensation expense.
Please
advise us how your presentation of this non-GAAP information
complies
with the disclosure requirements in Item 10(e) of Regulation S-K.
Liquidity and Capital Resources, page 40
44. Please revise to quantify and describe any financial or
restrictive covenants under your debt obligations.
45. Explain how you considered the requirements of Item 303 of
Regulation S-K to provide tabular disclosure of your contractual
obligations in your MD&A.
46. Upon updating your financial statements, please disclose the
amount at risk with each counterparty under the outstanding
repurchase agreements and all other relevant information as
applicable. Reference is made to Rule 4-08(m) of Regulation S-X.
Quantitative and Qualitative Disclosures About Market Risk, page
41
47. Please disclose whether you intend to use derivatives for
purposes other than interest rate management. Refer to Item 305
of
Regulation S-K.
48. Please disclose what financial instruments, if any, you
currently
use to limit the effects of fluctuations in interest rates on your
operations. For example, on page 51, you state that you have
entered
into interest swap agreements.
Our Company, page 44
49. Please disclose your website, if any. Refer to Item 101(e)(3)
of
Regulation S-K.
50. Please revise to limit the disclosure regarding your manager`s
prior achievement, here and on page 59. We note that the
operating
history of JER Investors Trust is limited and describing the
history
and achievements of your manager in the prospectus may confuse
investors. Further, please balance your disclosure of your
manager`s
achievements so that investors may understand how your asset mix
and
portfolio size may be different.
Our Investment Strategy, page 44
51. Where you discuss the financing of your investments, please
make
sure the disclosure clearly delineates between your current
financing
arrangements and your proposed financing strategy. For example,
your
statement that you "finance [your] investments with both short-
term
warehouse facilities and match-funded financing structures" does
not
appear to reflect your current arrangements.
52. Please expand on your reference to the manager`s "significant
business relationships." In particular, please describe the
nature
of these relationships and how they will benefit your business.
53. Please revise to state whether your policy is to acquire
assets
primarily for possible capital gain or primarily for income.
Refer
to Instruction 5 to Item 13(a) of Form S-11. We note that you
currently disclose both objectives.
Targeted Investments, page 46
54. Please disclose the percentage of your current portfolio
represented by each of these products.
55. For each targeted investment, describe the types of real
property
that will serve as the underlying collateral and the types of
borrower to whom you will provide loans or in whom you will
invest.
56. Please also discuss your plans to invest in non-U.S.
denominated
securities.
57. Please include a description of each type of mortgage activity
in
which you intend to engage, including originating, servicing and
warehousing of mortgages. Refer to Instruction 2 to Item 13(b) of
Form S-11.
B-Notes, page 47
58. Please provide additional disclosure regarding how investments
in
B-notes are generated from your banking relationships.
Our Investments, page 49
59. Please include a brief description of the seller`s of the
securities in your current portfolio.
60. Please include a footnote describing the calculation of
estimated
fair value.
61. Please provide additional detail in footnote 1 on the
calculation
of "term." In particular, please explain how "expected life in
years" is calculated and how losses adjust this figure.
62. We note that you have disclosed the detail of your investment
portfolio net of any CMBS held by trusts that are required to be
consolidated. Please explain how you considered the requirements
of
Item 10(e) of Regulation S-K in preparing your disclosure.
Capital and Leverage Policies, page 50
63. Please disclose additional detail on the interest rate swap
agreements disclosed in the last paragraph.
Credit and Interest Rate Management, page 51
64. Please briefly describe the staff responsible for implementing
and monitoring your interest rate risk management program and the
executive officer, if any, responsible for overseeing it.
Investment Process, page 51
65. Please disclose examples of investment sources where JER has a
strategic advantage or a direct relationship with the
counterparty.
If applicable, please illustrate how these relationships assisted
in
acquiring investments in your current portfolio.
66. Please disclose whether CMBS investments included in the
current
portfolio were acquired other than via a bid format. Please
supplementally provide support for your statement that JER has
historically been able to negotiate certain CMBS acquisitions.
Include data that indicates the relative percentage of negotiated
CMBS acquisitions to bid format acquisitions.
67. Please disclose the number of full-time staff that will be
utilized to conduct due diligence on your investments and, in the
Asset Management subsection on page 54, to provide asset
management
services.
68. Please disclose whether you intend to obtain REIT or
Investment
Company Act legal opinions in connection with your investments.
69. Please discuss the JER Fund III partnership agreement and the
effect on your investment process.
Our Manager and the Management Agreement, page 59
Officers of Our Manager, page 59
70. Please provide the employment background for Ms. Doescher for
the
years 2000 to 2002. Refer to Item 401 of Regulation S-K.
Management Services, page 61
71. We note that the fourth bullet states that the manager is
responsible for making all decisions concerning the evaluation,
purchase, negotiation, structuring, monitoring, and disposition of
our investments. Please revise to clarify the role of your board
and
management in these decisions.
Management Fees and Incentive Compensation, page 62
72. We refer to the first sentence of your disclosure regarding
the
reimbursement of expenses. Please provide additional detail
regarding services for which the manager will be reimbursed. The
standard for reimbursement of expenses in the current disclosure
is
whether you would have to contract with a third party to perform
the
services in question. However, a substantial amount of the
services
listed on page 61 as services to be provided under the management
agreement are arguably services that would otherwise require you
to
hire a third party, especially since you have no employees.
Please
provide more specific disclosure so that an investor will better
understand what services are provided by the manager pursuant to
the
management agreement in return for the compensation specified
therein, and what services will be subject to separate
reimbursement.
73. Please expand your disclosure regarding incentive
compensation.
Based solely on a review of the formula, it may be difficult for
an
investor to clearly understand how the incentive compensation
provisions will actually work. Please provide a description of
the
operating conditions (such as changes in FFO, stock price and
payment
of dividends) that would be most likely to impact the payment of
incentive compensation. Please consider providing examples.
74. Please revise to include any fees to be paid in connection
with
this offering and fees to be paid upon termination or liquidation.
Certain Relationships and Related Transactions, page 73
75. Please describe the Rule 144A and Rule 506 transactions
separately.
Selling Stockholders, page 75
76. We note you have not identified all of your selling
stockholders.
With regard to any selling stockholders who are non-natural
persons,
please identify all selling shareholders who are registered
broker-
dealers or affiliates of broker-dealers. Additionally, tell us if
the broker-dealer received the securities as underwriting
compensation. Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker-dealers as underwriters if the shares were not issued
as
underwriting compensation.
77. If any selling shareholders are affiliates of broker-dealers,
please provide an analysis supporting your position that the
resale
of securities by affiliates of broker-dealers is not an indirect
primary offering. Your analysis should address the following
points:
* how long the selling shareholders have held the securities,
* the circumstances under which the selling shareholders received
the
securities,
* the selling shareholders` relationship to the issuer,
* the amount of securities involved,
* whether the sellers are in the business of underwriting
securities,
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
Assuming the resale of securities by affiliates of broker-
dealers is not an indirect primary offering, you must clearly
state
in your prospectus:
* the seller purchased in the ordinary course of business and
* at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
78. Please revise to describe how the selling stockholders
acquired
their securities.
79. Please identify, by footnote, the natural person who controls
each of the entities that will be listed in the selling
stockholder
table. If any of the entities listed are public entities,
majority-
owned subsidiaries of public entities or investment companies,
please
disclose this by way of footnote.
Description of Capital Stock, page 76
80. Please supplementally advise us if you are aware of trades of
your common stock on the PORTAL Market.
81. Please disclose your number of shareholders. Refer to Item
201(b) of Regulation S-K.
Common Stock, page 76
82. We note that you state that all shares offered by this
prospectus
will be duly authorized, fully paid and non-assessable. Since
this
is a legal conclusion, you do not appear qualified to render such
opinion. If based on an opinion of counsel, please revise to so
state.
Dividend Reinvestment Plan, page 77
83. Please revise, here and in the Underwriting section, to
describe
any current plans to implement a dividend reinvestment plan.
Important Provisions of Maryland Law and of Our Charter and By-
Laws,
page 83
Advance Notice of Director Nominations and New Business, page
85
84. Please summarize the advance notice procedures of your by-
laws.
Anti-takeover Effect of Certain Provisions of Maryland Law and of
Our
Charter and By-Laws, page 85
85. Please reference the potential anti-takeover effects of the
advance notice provisions and of your definition of "person" in
Section 7.01 of the charter with respect to the ownership
limitation.
Federal Income Tax Considerations, page 86
Taxation of JER Investors Trust, page 86
86. Please supplementally advise us when you anticipate making a
REIT
election for the year ended December 31, 2004, or revise.
87. We note that you state that you "expect" to receive a tax
opinion. Please confirm that you will file the opinions prior to
effectiveness and revise the disclosure. Further, please limit
counsel`s reliance on assumptions and representations to factual
matters.
Underwriting, page 108
88. We note that the underwriter has reserved shares for sale
directly to your directors, employees and other persons.
Supplementally, describe the mechanics of how and when these
shares
are offered and sold to investors in this directed share program.
For example, tell us how you will determine the prospective
recipients and number of reserved shares. Tell us how and when
you
and the underwriters notified the directed share investors,
including
the types of communication used. Disclose whether the
underwriters
or the company are using electronic communications or procedures,
such as e-mail. Provide us with any materials given to potential
purchasers.
Discuss the procedures these investors must follow in order to
purchase the offered securities, including how and when the
underwriter or the company receives communications or funds. In
this
regard describe the process for confirmation and settlement of
sales
to directed share purchasers. Are directed share purchasers
required
to establish accounts before the effective time, and if so, what
if
any funds are put in newly established brokerage accounts before
the
effective date? What relationship, if any, do any funds deposited
into new accounts have to the expected price for the shares being
allocated to the directed share purchaser? How do the procedures
for
the directed share program differ from the procedures for the
general
offering to the public?
89. Please include a description of the prior relationship between
you and the underwriter. Refer to Item 508(a) of Regulation S-K.
In
addition, please describe any rights to nominate or designate
members
of the board of directors. Refer to Item 508(f) of Regulation S-
K.
We note that two of your directors are affiliated with the
underwriter.
Financial Statements
General
90. Update your financial statements pursuant to 3-12 of
Regulation
S-X.
Report of Ernst & Young LLP, Independent Registered Public
Accounting
Firm, page F-1
91. We note that the Report of Independent Auditors does not
indicate
the city and state where the report was issued. Please have the
independent accountants revise their report accordingly. We refer
you to Rule 2-02 of Regulation S-X.
Consolidated Statement of Earnings, page F-3
92. We note your presentation of non-cash stock compensation as a
single line item within your consolidated statement of earnings
and
believe that this information would be most appropriately
classified
in the income statement line item to which it relates. However,
if
you choose to continue show this amount as a separate line, please
revise to parenthetically note the amount of the equity-related
charge being excluded from the appropriate line item to provide
transparency.
Summary of Significant Accounting Policies
Revenue Recognition, page F-7
93. Advise us supplementally and consider expanding your
disclosure
as necessary to clarify why you account for the recognition of
interest income on CMBS held-to-maturity investments under SFAS 91
and CMBS available-for-sale investments under EITF 99-20.
Derivative Activities, page F-8
94. We note that you entered into derivative agreements subsequent
to
September 30, 2004. Tell us if you considered expanding your
derivative accounting policy to include the Company`s policy for
accounting for fair value and cash flow hedges. Additionally,
tell
us if you considered expanding your policy to include your method
for
determining the fair value of derivative instruments.
Bonds Payable, page F-11
95. Please disclose the principal payments of your bonds payable
for
each of the five succeeding years from the date of the latest
balance
sheet presented or advise us. Reference is made to Rule 5-02 of
Regulation S-X and SFAS 47. In addition, consider including
expanded
disclosure regarding the interest rates, maturities and priorities
of
these bonds.
Stock Option and Incentive Award Plan, page F-12
96. Given that there was additional performance criteria that must
be
met by your manager and non-officer directors in order for the
shares
granted to become non-forfeitable, explain how you determined that
it
was appropriate to recognize the entire expense amount on the date
of
grant.
97. In a supplemental response, explain how you determined the
value
of the stock that was granted to your manager and directors.
Exhibits
98. Please file copies of your legal and tax opinions or provide
us
with drafts of these opinions so that we have an opportunity to
review them. Please also file the JER Fund III partnership and
any
other material agreements required to be filed under Item 601 of
Item
S-K.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
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 company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Robert Telewicz at (202) 824-5356 or Cicely
Luckey, Senior Staff Accountant, at (202) 942-1975 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Michael McTiernan, Attorney-Advisor, at
(202) 824-5445, or me at (202) 942-2987 with any other questions.
Sincerely,
Peggy Kim
Senior Counsel
cc: David J. Goldschmidt, Esq. (via facsimile)
Skadden, Arps, Slate, Meagher & Flom LLP
??
??
??
??
JER Investors Trust Inc.
Page 3