##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-Q
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarter ended March 31, 2009
 or
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File number 000-52611
 IMH SECURED LOAN FUND, LLC
  Delaware
    
    81-0624254(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification Number)organization)
 4900 N. Scottsdale Rd #5000
Scottsdale, Arizona, 85251
 (480) 840-8400
 þ o
 Yes o No þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



IMH SECURED LOAN FUND, LLC
QUARTERLY REPORT ON FORM 10-Q
INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Net Earnings for the Three Months Ended March 31, 2009 and 2008
    
    
    4Consolidated Statement of Members Equity for the Three Months Ended March 31, 2009
    
    
    5Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    50Item 4T. Controls and Procedures
    
    
    52PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    52Item 1A. Risk Factors
    
    
    53Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    54Item 6. Exhibits
    
    
    55Signatures
    
    
    56Index to Exhibits
    
    
    57Exhibit 31.1Exhibit 31.2Exhibit 32.1
  2




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PART I
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 IMH SECURED LOAN FUND, LLC
 
 Consolidated Balance Sheets
 (In thousands, except unit data)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCash and Cash Equivalents
    
    $
    7,873
    
    
    $
    23,815Mortgage Loans:Mortgage Loan Note Obligations
    
    
    517,828
    
    
    
    549,686Less Undisbursed Portion of Loans-in-process and Interest Reserves
    
    
    (10,505
    )
    
    
    (26,574
    )Principal Outstanding Held for Investment
    
    
    507,323
    
    
    
    523,112Mortgage Loans Held for Sale, Net
    
    
    96,305
    
    
    
    90,742Mortgage Loan Principal Outstanding
    
    
    603,628
    
    
    
    613,854Less Allowance for Credit Loss
    
    
    (282,910
    )
    
    
    (300,310
    )Mortgage Loans, Net
    
    
    320,718
    
    
    
    313,544Accrued Interest and Other Receivables
    
    
    13,161
    
    
    
    12,014Real Estate Held for Development, net:Acquired through Foreclosure
    
    
    61,952
    
    
    
    55,318Purchased for Investment
    
    
    7,515
    
    
    
    7,463Real Estate Held for Development, net
    
    
    69,467
    
    
    
    62,781Deposits and Other Assets
    
    
    345
    
    
    
    179Advances to Fund Manager
    
    
    1,280
    
    
    
    2,471Total Assets
    
    $
    412,844
    
    
    $
    414,804LIABILITIESPayables to Fund Manager and Other Liabilities
    
    $
    1,183
    
    
    $
    1,751Distributions Payable to Members
    
    
    2,016
    
    
    
    4,963Unearned Income and Other Funds Held
    
    
    208
    
    
    
    39Total Liabilities
    
    
    3,407
    
    
    
    6,753MEMBERS EQUITYAccumulated Deficit
    
    
    (320,946
    )
    
    
    (322,332
    )Members Equity  $10,000 per unit stated value,
authorized units set at discretion of the Manager  73,038 units issued and outstanding at March 31,
2009 and December 31, 2008, respectively
    
    
    730,383
    
    
    
    730,383Total Members Equity
    
    
    409,437
    
    
    
    408,051Commitments and Contingent LiabilitiesTotal Liabilities and Members Equity
    
    $
    412,844
    
    
    $
    414,804
 The accompanying notes are an integral part of these statements
  3




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IMH SECURED LOAN FUND, LLC
 
 Consolidated Statements of Net Earnings
 (Unaudited)
 (In thousands, except unit and per unit data)
 Three Months Ended March 31,2009
    
    
    2008INTEREST AND FEE INCOMEMortgage Loans
    
    $
    11,938
    
    
    $
    15,825Investments and Money
Market Accounts
    
    
    36
    
    
    
    779Total Interest and Fee Income
    
    
    11,974
    
    
    
    16,604EXPENSESManagement Fees
    
    
    249
    
    
    
    247Default Related and Other Expenses
    
    
    649
    
    
    
    94Interest Expense:Borrowings on Note Payable
    
    
    
    
    
    
    29Total Expenses
    
    
    898
    
    
    
    370Net Earnings
    
    $
    11,076
    
    
    $
    16,234Net Earnings Allocated to Members per
Weighted Average Membership Units
Outstanding
    
    $
    151.64
    
    
    $
    269.59Distribututions to Members per
Weighted Average Membership Units
Outstanding
    
    $
    132.67
    
    
    $
    265.77Weighted Average Membership Units
Outstanding
    
    
    73,038
    
    
    
    60,217
 The accompanying notes are an integral part of these statements
  4




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IMH SECURED LOAN FUND, LLC
 
 Consolidated Statement of Members Equity
 Three Months Ended March 31, 2009
(Unaudited)
(In thousands, except unit data)
 RetainedEarnings/
    
    
    TotalMembers
    
    
    Members
    
    
    (Accumulated
    
    
    MembersUnits
    
    
    Capital
    
    
    Deficit)
    
    
    EquityBalances at December 31, 2008
    
    
    73,038
    
    
    $
    730,383
    
    
    $
    (322,332
    )
    
    $
    408,051Net Earnings  3 months ended March 31, 2009
    
    
    
    
    
    
    
    
    
    
    11,076
    
    
    
    11,076Distributions to Members
    
    
    
    
    
    
    
    
    
    
    (9,690
    )
    
    
    (9,690
    )Net Activity for Period
    
    

    
    
    
    
    
    
    
    
    1,386
    
    
    
    1,386Balances at March 31, 2009
    
    
    73,038
    
    
    $
    730,383
    
    
    $
    (320,946
    )
    
    $
    409,437
 The accompanying notes are an integral part of these statements
  5




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IMH SECURED LOAN FUND, LLC
 
 Consolidated Statements of Cash Flows
 Three Months Ended March 31, 2009 and 2008
(Unaudited)
(In thousands)
 Three Months Ended March 31,2009
    
    
    2008CASH FLOWS  Operating Activities:Net Earnings
    
    $
    11,076
    
    
    $
    16,234Adjustments to Reconcile Net Earnings to Net Cash Provided
by Operating Activities:Increase in Accrued Interest Receivable
    
    
    (1,627
    )
    
    
    (777
    )Increase in Deposits and Other Assets
    
    
    (362
    )
    
    
    (1,079
    )Increase (Decrease) in Due From/To Fund Manager
    
    
    623
    
    
    
    (235
    )Increase in Accrued Interest Payable
    
    
    
    
    
    
    8Increase (Decrease) in Unearned Income
    
    
    169
    
    
    
    (567
    )Net Cash Provided by Operating Activities
    
    
    9,879
    
    
    
    13,584CASH FLOWS  Investing Activities:Mortgage Loans Fundings
    
    
    (13,600
    )
    
    
    (47,064
    )Mortgage Loan Repayments
    
    
    1,149
    
    
    
    20,538Mortgage Loan Repayment from Sale of Whole Loan
    
    
    
    
    
    
    31,325Investment in Real Estate Held for Development
    
    
    (733
    )
    
    
    (7,085
    )Net Cash Used in Investing Activities
    
    
    (13,184
    )
    
    
    (2,286
    )CASH FLOWS  Financing Activities:Proceeds from Note Payable to Bank
    
    
    
    
    
    
    8,000Increase (Decrease) in Member Investments
Pending Activation
    
    
    
    
    
    
    (2,486
    )Members Capital Investments
    
    
    
    
    
    
    76,154Members Redemptions
    
    
    
    
    
    
    (30,745
    )Members Distributions
    
    
    (12,637
    )
    
    
    (7,173
    )Net Cash
Provided (Used) by Financing Activities
    
    
    (12,637
    )
    
    
    43,750Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (15,942
    )
    
    
    55,048Cash and Cash Equivalents:Beginning of Period
    
    
    23,815
    
    
    
    73,604End of Period
    
    $
    7,873
    
    
    $
    128,652Supplemental Cash Flow Information:Interest Paid
    
    $
    
    
    
    $
    21Supplemental Disclosure of Non-Cash Financing and Investing Activities:Real Estate Acquired through Foreclosure
    
    $
    5,953
    
    
    $
    21,170
 The accompanying notes are an integral part of these statements
  6




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IMH SECURED LOAN FUND, LLC
 
  
 NOTE 1  FUND DESCRIPTION AND BASIS OF PRESENTATION
      7




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IMH SECURED LOAN FUND, LLC
 NOTE 1  FUND DESCRIPTION AND BASIS OF PRESENTATION  CONTINUED
      8




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IMH SECURED LOAN FUND, LLC
 NOTE 1  FUND DESCRIPTION AND BASIS OF PRESENTATION  CONTINUED
  
    
    Implemented a comprehensive cost reduction program, including a reduction in staff.
The reduction in staff affected nearly 40% of the Managers employees while preserving
core functionality in all operational areas. The Manager has stabilized monthly operating
costs at approximately $500 per month and is evaluating other cost cutting measures.
 
    
    On-going collaboration with investment banking firms to explore financing and capital
raise alternatives available to the Manager.
 
    
    Continued to explore mechanisms through which the Manager can continue to participate
in the capital markets, including, without limitation, the use of additional funding
vehicles to capitalize on what the Manager believes are a multitude of opportunities
arising from the disruptions in the capital and credit markets.
 
    
    Considered other initiatives, as they arise, to insure the continued viability of the
Manager as an operating entity.
  NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
 Basis of Accounting
    9




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IMH SECURED LOAN FUND, LLC
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
 Use of Estimates
  Recent Accounting Pronouncements
 Recognition and
Presentation of Other-Than-Temporary Impairments
 Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
 Interim Disclosures
about Fair Value of Financial Instruments Disclosures About
Fair Value of Financial Instruments Interim
Financial Reporting
  10




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IMH SECURED LOAN FUND, LLC
 NOTE 3  CASH AND CASH EQUIVALENTS
    NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES
   11




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IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
 Loan Interest Rates
  March 31, 2009Fixed Rate
    
    
    Variable Rate
    
    
    TotalOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net Carrying#
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    %Current Rate:6.00%
    
    
    1
    
    
    $
    5,890
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    5,890
    
    
    $
    
    
    
    $
    5,890
    
    
    
    1.8
    %8.00%
    
    
    2
    
    
    
    3,892
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    3,892
    
    
    
    
    
    
    
    3,892
    
    
    
    1.2
    %8.25%
    
    
    1
    
    
    
    51,388
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    51,388
    
    
    
    
    
    
    
    51,388
    
    
    
    16.0
    %9.00%
    
    
    1
    
    
    
    1,622
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,622
    
    
    
    (751
    )
    
    
    871
    
    
    
    0.3
    %10.00%
    
    
    1
    
    
    
    26,867
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    26,867
    
    
    
    (23,226
    )
    
    
    3,641
    
    
    
    1.1
    %11.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,982
    
    
    
    1
    
    
    
    1,982
    
    
    
    
    
    
    
    1,982
    
    
    
    0.6
    %11.50%
    
    
    2
    
    
    
    2,572
    
    
    
    6
    
    
    
    95,206
    
    
    
    8
    
    
    
    97,778
    
    
    
    (15,928
    )
    
    
    81,850
    
    
    
    25.5
    %11.75%
    
    
    1
    
    
    
    4,773
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4,773
    
    
    
    
    
    
    
    4,773
    
    
    
    1.5
    %12.00%
    
    
    8
    
    
    
    61,881
    
    
    
    9
    
    
    
    69,138
    
    
    
    17
    
    
    
    131,019
    
    
    
    (48,198
    )
    
    
    82,821
    
    
    
    25.8
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    3
    
    
    
    56,730
    
    
    
    4
    
    
    
    57,361
    
    
    
    (52,775
    )
    
    
    4,586
    
    
    
    1.4
    %12.50%
    
    
    1
    
    
    
    1,739
    
    
    
    6
    
    
    
    22,227
    
    
    
    7
    
    
    
    23,966
    
    
    
    (18,026
    )
    
    
    5,940
    
    
    
    1.9
    %12.75%
    
    
    1
    
    
    
    37,949
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    37,949
    
    
    
    (25,394
    )
    
    
    12,555
    
    
    
    3.9
    %13.00%
    
    
    3
    
    
    
    28,661
    
    
    
    9
    
    
    
    54,946
    
    
    
    12
    
    
    
    83,607
    
    
    
    (64,831
    )
    
    
    18,776
    
    
    
    5.9
    %13.75%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    6,528
    
    
    
    2
    
    
    
    6,528
    
    
    
    (3,781
    )
    
    
    2,747
    
    
    
    0.9
    %14.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    69,006
    
    
    
    1
    
    
    
    69,006
    
    
    
    (30,000
    )
    
    
    39,006
    
    
    
    12.2
    %Total
    
    
    23
    
    
    $
    227,865
    
    
    
    37
    
    
    $
    375,763
    
    
    
    60
    
    
    $
    603,628
    
    
    $
    (282,910
    )
    
    $
    320,718
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    37.7
    %
    
    
    
    
    
    
    62.3
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    9.61
    %
    
    
    
    
    
    
    12.53
    %
    
    
    
    
    
    
    11.42
    %Number of Loans
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    60Average Principal
    
    
    
    
    
    $
    9,907
    
    
    
    
    
    
    $
    10,156
    
    
    
    
    
    
    $
    10,060
 December 31, 2008Fixed Rate
    
    
    Variable Rate
    
    
    TotalOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net Carrying#
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    %Current Rate:8.00%
    
    
    1
    
    
    $
    3,500
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    3,500
    
    
    $
    
    
    
    $
    3,500
    
    
    
    1.1
    %9.00%
    
    
    1
    
    
    
    10,461
    
    
    
    1
    
    
    
    1,622
    
    
    
    2
    
    
    
    12,083
    
    
    
    (10,175
    )
    
    
    1,908
    
    
    
    0.6
    %10.00%
    
    
    1
    
    
    
    26,709
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    26,709
    
    
    
    (23,226
    )
    
    
    3,483
    
    
    
    1.1
    %11.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,981
    
    
    
    1
    
    
    
    1,981
    
    
    
    
    
    
    
    1,981
    
    
    
    0.6
    %11.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    46,020
    
    
    
    1
    
    
    
    46,020
    
    
    
    
    
    
    
    46,020
    
    
    
    14.7
    %11.50%
    
    
    2
    
    
    
    2,651
    
    
    
    6
    
    
    
    94,283
    
    
    
    8
    
    
    
    96,934
    
    
    
    (15,928
    )
    
    
    81,006
    
    
    
    25.8
    %11.75%
    
    
    1
    
    
    
    4,752
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4,752
    
    
    
    
    
    
    
    4,752
    
    
    
    1.5
    %12.00%
    
    
    10
    
    
    
    75,758
    
    
    
    9
    
    
    
    67,683
    
    
    
    19
    
    
    
    143,441
    
    
    
    (54,499
    )
    
    
    88,942
    
    
    
    28.4
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    3
    
    
    
    55,850
    
    
    
    4
    
    
    
    56,481
    
    
    
    (52,775
    )
    
    
    3,706
    
    
    
    1.2
    %12.50%
    
    
    1
    
    
    
    1,929
    
    
    
    6
    
    
    
    22,227
    
    
    
    7
    
    
    
    24,156
    
    
    
    (18,026
    )
    
    
    6,130
    
    
    
    2.0
    %12.75%
    
    
    1
    
    
    
    37,935
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    37,935
    
    
    
    (25,394
    )
    
    
    12,541
    
    
    
    4.0
    %13.00%
    
    
    3
    
    
    
    27,897
    
    
    
    9
    
    
    
    54,947
    
    
    
    12
    
    
    
    82,844
    
    
    
    (64,831
    )
    
    
    18,013
    
    
    
    5.7
    %13.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2,821
    
    
    
    1
    
    
    
    2,821
    
    
    
    (1,675
    )
    
    
    1,146
    
    
    
    0.4
    %13.75%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    6,528
    
    
    
    2
    
    
    
    6,528
    
    
    
    (3,781
    )
    
    
    2,747
    
    
    
    0.9
    %14.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    67,669
    
    
    
    1
    
    
    
    67,669
    
    
    
    (30,000
    )
    
    
    37,669
    
    
    
    12.0
    %Total
    
    
    22
    
    
    $
    192,223
    
    
    
    40
    
    
    $
    421,631
    
    
    
    62
    
    
    $
    613,854
    
    
    $
    (300,310
    )
    
    $
    313,544
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    31.3
    %
    
    
    
    
    
    
    68.7
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    11.71
    %
    
    
    
    
    
    
    12.39
    %
    
    
    
    
    
    
    12.18
    %Number of Loans
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    62Average Principal
    
    
    
    
    
    $
    8,737
    
    
    
    
    
    
    $
    10,541
    
    
    
    
    
    
    $
    9,901
  12




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IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
  Loan Maturities and Loans in Default
  March 31, 2009Quarter
    
    Amount
    
    
    Percent
    
    
    #Matured
    
    $
    326,949
    
    
    
    54.1
    %
    
    
    29Q2 2009
    
    
    87,457
    
    
    
    14.4
    %
    
    
    6Q3 2009
    
    
    70,442
    
    
    
    11.7
    %
    
    
    9Q4 2009
    
    
    5,823
    
    
    
    1.0
    %
    
    
    1Q1 2010
    
    
    991
    
    
    
    0.2
    %
    
    
    2Q2 2010
    
    
    51,388
    
    
    
    8.5
    %
    
    
    1Q3 2010
    
    
    56,686
    
    
    
    9.4
    %
    
    
    10Q1 2011
    
    
    3,500
    
    
    
    0.6
    %
    
    
    1Q1 2012
    
    
    392
    
    
    
    0.1
    %
    
    
    1Total
    
    
    603,628
    
    
    
    100.0
    %
    
    
    60Less: Allowance
for Credit Loss
    
    
    (282,910
    )Net Carrying Value
    
    $
    320,718
    13




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
   Percent of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-AccruedOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net Carrying
    
    
    Accrued
    
    
    NotePrincipal
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    Interest
    
    
    Interest
    
    
    TotalArizona
    
    
    36.0
    %
    
    
    16
    
    
    $
    138,069
    
    
    $
    (68,059
    )
    
    $
    70,010
    
    
    $
    3,429
    
    
    $
    1,045
    
    
    $
    74,484Idaho
    
    
    12.9
    %
    
    
    2
    
    
    
    49,578
    
    
    
    (39,320
    )
    
    
    10,258
    
    
    
    1,948
    
    
    
    1,491
    
    
    
    13,697California
    
    
    40.4
    %
    
    
    15
    
    
    
    155,196
    
    
    
    (120,407
    )
    
    
    34,789
    
    
    
    4,012
    
    
    
    2,372
    
    
    
    41,173Minnesota
    
    
    4.3
    %
    
    
    1
    
    
    
    16,590
    
    
    
    
    
    
    
    16,590
    
    
    
    495
    
    
    
    322
    
    
    
    17,407Texas
    
    
    2.9
    %
    
    
    3
    
    
    
    11,102
    
    
    
    (5,781
    )
    
    
    5,321
    
    
    
    427
    
    
    
    210
    
    
    
    5,958Nevada
    
    
    2.1
    %
    
    
    1
    
    
    
    7,969
    
    
    
    (1,876
    )
    
    
    6,093
    
    
    
    319
    
    
    
    236
    
    
    
    6,648New Mexico
    
    
    1.4
    %
    
    
    2
    
    
    
    5,240
    
    
    
    (637
    )
    
    
    4,603
    
    
    
    43
    
    
    
    123
    
    
    
    4,769100.0
    %
    
    
    40
    
    
    $
    383,744
    
    
    $
    (236,080
    )
    
    $
    147,664
    
    
    $
    10,673
    
    
    $
    5,799
    
    
    $
    164,136
  Fair Value Measurement
 Accounting by Creditors for Impairment of a Loan Fair Value Measurements ,
  14




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
   Level 1 
    
    Valuations based on unadjusted quoted prices in active markets for identical
assets or liabilities that we have the ability to access at the measurement date;Level 2 
    
    Valuations based on quoted market prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that are not active
or models for which all significant inputs are observable in the market either directly or
indirectly; andLevel 3 
    
    Valuations based on models that use inputs that are unobservable in the market and
significant to the fair value measurement.
       15




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
    2009Balance at beginning of period
    
    $
    300,310Valuation charge for current fair value
    
    
    Transferred to other accounts
    
    
    (17,400
    )Balance at end of period
    
    $
    282,910
  16




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
 Loan Classifications
  March 31, 2009
    
    
    December 31, 2008Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Pre-entitled Land:Held for Investment
    
    $
    7,178
    
    
    
    1.2
    %
    
    
    2
    
    
    $
    7,178
    
    
    
    1.2
    %
    
    
    2Processing Entitlements
    
    
    194,393
    
    
    
    32.2
    %
    
    
    11
    
    
    
    200,902
    
    
    
    32.8
    %
    
    
    12201,571
    
    
    
    33.4
    %
    
    
    13
    
    
    
    208,080
    
    
    
    34.0
    %
    
    
    14Entitled Land:Held for Investment
    
    
    115,605
    
    
    
    19.2
    %
    
    
    17
    
    
    
    114,307
    
    
    
    18.6
    %
    
    
    17Infrastructure under Construction
    
    
    59,287
    
    
    
    9.8
    %
    
    
    4
    
    
    
    57,908
    
    
    
    9.4
    %
    
    
    4Improved and Held for Vertical Construction
    
    
    44,888
    
    
    
    7.4
    %
    
    
    4
    
    
    
    54,486
    
    
    
    8.9
    %
    
    
    5219,780
    
    
    
    36.4
    %
    
    
    25
    
    
    
    226,701
    
    
    
    36.9
    %
    
    
    26Construction & Existing Structures:New Structure  Construction in-process
    
    
    41,001
    
    
    
    6.8
    %
    
    
    14
    
    
    
    43,814
    
    
    
    7.1
    %
    
    
    14Existing Structure Held for Investment
    
    
    37,867
    
    
    
    6.3
    %
    
    
    5
    
    
    
    37,482
    
    
    
    6.1
    %
    
    
    5Existing Structure  Improvements
    
    
    103,409
    
    
    
    17.1
    %
    
    
    3
    
    
    
    97,777
    
    
    
    15.9
    %
    
    
    3182,277
    
    
    
    30.2
    %
    
    
    22
    
    
    
    179,073
    
    
    
    29.1
    %
    
    
    22Total
    
    
    603,628
    
    
    
    100.0
    %
    
    
    60
    
    
    
    613,854
    
    
    
    100.0
    %
    
    
    62Less: Allowance for Credit Loss
    
    
    (282,910
    )
    
    
    
    
    
    
    
    
    
    
    (300,310
    )Net Carrying Value
    
    $
    320,718
    
    
    
    
    
    
    
    
    
    
    $
    313,544
  March 31, 2009
    
    
    December 31, 2008Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Residential
    
    $
    262,898
    
    
    
    43.6
    %
    
    
    36
    
    
    $
    278,644
    
    
    
    45.4
    %
    
    
    37Mixed Use
    
    
    206,957
    
    
    
    34.3
    %
    
    
    10
    
    
    
    206,691
    
    
    
    33.7
    %
    
    
    11Commercial
    
    
    132,703
    
    
    
    22.0
    %
    
    
    13
    
    
    
    127,449
    
    
    
    20.8
    %
    
    
    13Industrial
    
    
    1,070
    
    
    
    0.1
    %
    
    
    1
    
    
    
    1,070
    
    
    
    0.1
    %
    
    
    1Total
    
    
    603,628
    
    
    
    100.0
    %
    
    
    60
    
    
    
    613,854
    
    
    
    100.0
    %
    
    
    62Less: Allowance for Credit Loss
    
    
    (282,910
    )
    
    
    
    
    
    
    
    
    
    
    (300,310
    )Net Carrying Value
    
    $
    320,718
    
    
    
    
    
    
    
    
    
    
    $
    313,544
   17




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
 Geographic Diversification
  March 31, 2009
    
    
    December 31, 2008Outstanding
    
    
    Allowance for
    
    
    Net Carrying
    
    
    
    
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net CarryingPrincipal
    
    
    Credit Loss
    
    
    Amount
    
    
    Percent
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    Percent
    
    
    #Arizona
    
    $
    281,942
    
    
    $
    (110,237
    )
    
    $
    171,705
    
    
    
    53.5
    %
    
    
    29
    
    
    $
    294,362
    
    
    $
    (128,499
    )
    
    $
    165,863
    
    
    
    52.9
    %
    
    
    31California
    
    
    179,185
    
    
    
    (124,422
    )
    
    
    54,763
    
    
    
    17.1
    %
    
    
    20
    
    
    
    177,255
    
    
    
    (124,422
    )
    
    
    52,833
    
    
    
    16.9
    %
    
    
    20New Mexico
    
    
    5,240
    
    
    
    (637
    )
    
    
    4,603
    
    
    
    1.4
    %
    
    
    2
    
    
    
    5,240
    
    
    
    (637
    )
    
    
    4,603
    
    
    
    1.5
    %
    
    
    2Texas
    
    
    56,020
    
    
    
    (5,781
    )
    
    
    50,239
    
    
    
    15.7
    %
    
    
    4
    
    
    
    55,825
    
    
    
    (5,781
    )
    
    
    50,044
    
    
    
    16.0
    %
    
    
    4Idaho
    
    
    49,578
    
    
    
    (39,320
    )
    
    
    10,258
    
    
    
    3.2
    %
    
    
    2
    
    
    
    49,578
    
    
    
    (38,458
    )
    
    
    11,120
    
    
    
    3.5
    %
    
    
    2Minnesota
    
    
    16,590
    
    
    
    
    
    
    
    16,590
    
    
    
    5.2
    %
    
    
    1
    
    
    
    16,590
    
    
    
    
    
    
    
    16,590
    
    
    
    5.3
    %
    
    
    1Nevada
    
    
    7,969
    
    
    
    (1,876
    )
    
    
    6,093
    
    
    
    1.9
    %
    
    
    1
    
    
    
    7,969
    
    
    
    (1,876
    )
    
    
    6,093
    
    
    
    1.9
    %
    
    
    1Utah
    
    
    7,104
    
    
    
    (637
    )
    
    
    6,467
    
    
    
    2.0
    %
    
    
    1
    
    
    
    7,035
    
    
    
    (637
    )
    
    
    6,398
    
    
    
    2.0
    %
    
    
    1Total
    
    $
    603,628
    
    
    $
    (282,910
    )
    
    $
    320,718
    
    
    
    100.0
    %
    
    
    60
    
    
    $
    613,854
    
    
    $
    (300,310
    )
    
    $
    313,544
    
    
    
    100.0
    %
    
    
    62
 Borrower Concentrations
  Mortgage Loan Participations and Whole Loans Sold
     18




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 5  REAL ESTATE HELD FOR DEVELOPMENT
      NOTE 6  MEMBER DISTRIBUTIONS AND REDEMPTIONS
 Member Distributions Reinvested and Distributions Payable to Members
    19




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 6  MEMBER DISTRIBUTIONS AND REDEMPTIONS  CONTINUED
 Redemptions
  NOTE 7  MANAGEMENT FEES AND RELATED PARTY ACTIVITY
 Management Fees and Other Amounts Due to Manager
      20




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 7  MANAGEMENT FEES AND RELATED PARTY ACTIVITY  CONTINUED
   Related Party Investments and Borrowings
  NOTE 8  COMMITMENTS AND CONTINGENCIES
  Loans Held
    
    
    Loans Heldto Maturity
    
    
    for Sale
    
    
    TotalUndispersed Loans-in-process per
Note Agreement
    
    $
    56,245
    
    
    $
    27,070
    
    
    $
    83,315Less:
Amounts not Expected to be Funded
    
    
    (45,740
    )
    
    
    (11,460
    )
    
    
    (57,200
    )Undispersed Loans-in-process to
be Funded
    
    $
    10,505
    
    
    $
    15,610
    
    
    $
    26,115
  21




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 8  COMMITMENTS AND CONTINGENCIES  CONTINUED
        22




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
  Forward-Looking Statements
   
    
    The Fund has been and will continue to be adversely affected by the general economic
slowdown and recession in the U.S. and abroad.
 
    
    We are subject to the risk that, despite recent actions and proposals by the U.S.
government and governments around the world, the economy and real estate and other markets
will not improve, which could continue to adversely affect our ability to sell or dispose
of properties we own and the ability of our borrowers to repay our loans or obtain take-out
financing in a timely manner, on reasonable terms, or at all, which would adversely affect
our liquidity and operating results.
 
    
    As allowed by the Operating Agreement of the Fund, effective October 1, 2008, IMH has
elected to suspend certain activities of the Fund, including the acceptance of any
additional investments in the Fund, the payment of redemptions requests, the acceptance of
new redemption requests, and the identification and funding of new loans (although the Fund
may finance new loans in connection with the sale of collateral under existing loans or the
sale of real estate owned). This election was made in order to preserve the Funds capital
and to stabilize the Funds operating activities and liquid assets in order to meet future
obligations, including those pursuant to the
current loan commitments. There can be no assurance that the activities of the Fund will
resume in the foreseeable future, if ever.
  23




---



##### Table of Contents




    
    As a result of the suspension of the Funds activities, the Manager believes that both
the Funds and the Managers ability to continue as a going concern for the next 12
months is predicated on the successful completion of one or more initiatives that are being
evaluated. If IMH is unable to continue in its capacity as Manager of the Fund, a
replacement manager will need to be identified, which could result in a significantly
different management fee and expense structure.
 
    
    If the Funds liquidity continues to dissipate and the Fund is unable to meet its
obligations, the Fund may be forced to sell certain assets of the Fund for a price at or
below their current book value, which could result in a loss.
 
    
    Our units lack liquidity and marketability and our Members cannot sell their units or
have their units redeemed. As a result, our Members may lose their entire investment or
may not be able to sell their units or have them redeemed in a timely manner, or at all, or
at the price they paid.
 
    
    We are subject to risks generally associated with the ownership of real estate-related
assets, including changing economic conditions, environmental risks, unforeseen statutory
and regulatory changes, the cost of and ability to obtain insurance and risks related to
developing and leasing of properties.
 
    
    As a mortgage lender, we are subject to a variety of external forces that could have a
material adverse effect our operations and results, including, without limitation,
fluctuations in interest rates, fluctuations in economic conditions (which are exacerbated
by our limited geographic diversity), and the effect that regulators or bankruptcy courts
could have on our operations and rights as a secured lender.
 
    
    Our loans, which are not guaranteed by any government agency, are risky and are not sold
on any secondary market, and the underwriting standards that we previously utilized may not
have been sufficient to protect Members from loan defaults or ensure that sufficient
collateral, including collateral pledged by guarantors, will exist to protect Members from
any such defaults.
 
    
    Our borrowers are exposed to various risks associated with owning real estate, and
expected and unexpected costs or liabilities, including costs of holding such real estate,
could reduce the likelihood that our borrowers will be able to develop or sell the real
estate, which could increase the likelihood that our borrowers will default on the loans or
may require us to advance additional amounts to preserve and protect our interest in the
related assets.
 
    
    Real estate assets acquired in foreclosure or through other means are generally
non-earning assets that reduce the distributable yield to investors, if any. Moreover, the
ultimate disposition and liquidation of such assets may not occur for an extended period of
time, which would adversely affect our liquidity.
 
    
    We rely exclusively on our Manager to manage our investments and conduct our operations.
Our Members have no right to participate in decisions relating to the activities of our
Manager or, in general, the Fund.
 
    
    We are obligated to pay certain fees to our Manager, which may materially and adversely
impact our operating results and reduce cash available for other purposes.
  24




---



##### Table of Contents




    
    Our Manager faces conflicts of interest, including, without limitation, competing
demands upon its time and its involvement with other activities, all of which could have a
material adverse effect on us.
 
    
    As a publicly reporting company, we are required to divert considerable resources to new
compliance initiatives, including refining, maintaining, testing and reporting on our
disclosure controls and procedures and internal control over financial reporting, as well
as compliance with accounting and reporting initiatives relating to valuation of our
assets.
 
    
    The suspension of the Fund activities may persist for an extended period of time, and
the Fund may not resume historical activities at all.
 
    
    There are material income tax and retirement plan risks associated with ownership of our
units.
 
    
    There is a risk that we may modify and refinance existing loans which currently have
interest rate floors to loans with lower rates which could reduce mortgage income.
   25




---



##### Table of Contents



Overview of the Business
  Recent Events and Response
     
    
    suspend accepting any additional capital contributions;
 
    
    suspend reinvesting monthly distributions, if any, and cause all future monthly
distributions, if any, to be paid in cash;
 
    
    cancel all pending redemption requests, and suspend the acceptance of any new
redemption requests; and
 
    
    suspend accepting any new loan requests (excluding financing of new loans in
connection with the sale of collateral under existing loans or the sale of real estate
owned).
   26




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##### Table of Contents



27




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##### Table of Contents



Going Concern
   
    
    Implemented a comprehensive cost reduction program, including a reduction in staff.
The reduction in staff affected nearly 40% of the Managers employees while preserving
core functionality in all operational areas. The Manager has stabilized monthly
operating costs at approximately $500 per month.
 
    
    On-going collaboration with investment banking firms to explore financing and
capital raise alternatives available to the Manager.
 
    
    Continued to explore mechanisms through which the Manager can continue to
participate in the capital markets, including, without limitation, the use of
additional funding vehicles to capitalize on what the Manager believes are a multitude
of opportunities arising from the disruptions in the capital and credit markets.
 
    
    Considered other initiatives, as they arise, to insure the continued viability of
the Manager as an operating entity.
   28




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##### Table of Contents



Selected Financial Data
   29




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##### Table of Contents



As of and(Unaudited)

    
    for the YearAs of and for the Three
    
    
    EndedMonths Ended March 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2008Cash and cash equivalents
    
    $
    7,873
    
    
    $
    128,652
    
    
    $
    23,815Total assets
    
    $
    412,844
    
    
    $
    649,749
    
    
    $
    414,804Interest income and fees
    
    $
    11,974
    
    
    $
    16,604
    
    
    $
    67,420Management fees
    
    $
    249
    
    
    $
    247
    
    
    $
    1,139Interest expense
    
    $
    
    
    
    $
    29
    
    
    $
    78Net earnings (loss)
    
    $
    11,076
    
    
    $
    16,234
    
    
    $
    (258,287
    )Net distributions to Members
    
    $
    9,690
    
    
    $
    16,004
    
    
    $
    64,051Net Member
distributions as a % of net earnings
    
    
    87.5
    %
    
    
    98.6
    %
    
    
    (24.8
    %)Net earnings (loss) allocated to Members per weighted
average membership units outstanding
    
    $
    151.64
    
    
    $
    269.59
    
    
    $
    (3,835.96
    )Net distributions to Members per weighted average
membership units
    
    $
    132.67
    
    
    $
    265.77
    
    
    $
    951.27Average annualized yield to Members
    
    
    5.38
    %
    
    
    10.55
    %
    
    
    9.45
    %Member Equity Related:Retained earnings (Accumulated deficit)
    
    $
    (320,946
    )
    
    $
    272
    
    
    $
    (322,332
    )Total Members equity
    
    $
    409,437
    
    
    $
    619,196
    
    
    $
    408,051Number of Member accounts
    
    
    4,735
    
    
    
    3,794
    
    
    
    4,735Average Member account balance
    
    $
    86
    
    
    $
    163
    
    
    $
    86States in which the Fund has Members
    
    
    49
    
    
    
    49
    
    
    
    49Member investments (excluding reinvestments)
    
    $
    
    
    
    $
    76,155
    
    
    $
    250,871Distributions to Members
    
    $
    9,690
    
    
    $
    7,583
    
    
    $
    40,860Member distributions reinvested
    
    $
    
    
    
    $
    8,421
    
    
    $
    23,191Retained earnings additions (distributed)
    
    $
    1,386
    
    
    $
    230
    
    
    $
    (322,338
    )% of total distributions reinvested
    
    
    N/A
    
    
    
    52.62
    %
    
    
    36.21
    %Redemptions
    
    $
    
    
    
    $
    42,435
    
    
    $
    120,506Redemptions as % of new investment (incl. reinvestments)
    
    
    N/A
    
    
    
    50.17
    %
    
    
    43.97
    %Loan Related:Note balances originated
    
    $
    392
    
    
    $
    93,240
    
    
    $
    329,952Number of notes originated
    
    
    1
    
    
    
    4
    
    
    
    23Average note balance originated
    
    $
    392
    
    
    $
    23,355
    
    
    $
    14,346Net loan carrying values
    
    $
    320,718
    
    
    $
    482,928
    
    
    $
    313,544Number of loans outstanding
    
    
    60
    
    
    
    56
    
    
    
    62Average loan carrying value
    
    $
    5,345
    
    
    $
    8,624
    
    
    $
    5,057% of Portfolio Principal  Fixed interest rate
    
    
    37.7
    %
    
    
    30.0
    %
    
    
    31.3
    %Number of fixed rate loans
    
    
    23
    
    
    
    20
    
    
    
    22Weighted average interest rate  Fixed
    
    
    9.61
    %
    
    
    12.18
    %
    
    
    11.71
    %% of portfolio  Variable interest rate
    
    
    62.3
    %
    
    
    70.0
    %
    
    
    68.7
    %Number of variable rate loans
    
    
    37
    
    
    
    36
    
    
    
    40Weighted average interest rate  Variable
    
    
    12.53
    %
    
    
    12.72
    %
    
    
    12.39
    %Principal balance % by state:Arizona
    
    
    53.5
    %
    
    
    49.6
    %
    
    
    47.9
    %California
    
    
    17.1
    %
    
    
    27.5
    %
    
    
    28.9
    %New Mexico
    
    
    1.4
    %
    
    
    1.0
    %
    
    
    0.9
    %Texas
    
    
    15.7
    %
    
    
    6.8
    %
    
    
    9.1
    %Idaho
    
    
    3.2
    %
    
    
    10.2
    %
    
    
    8.1
    %Minnesota
    
    
    5.2
    %
    
    
    3.0
    %
    
    
    2.7
    %Nevada
    
    
    1.9
    %
    
    
    1.9
    %
    
    
    1.3
    %Utah
    
    
    2.0
    %
    
    
    
    
    
    
    1.1
    %Interest payments over 30 days delinquent
    
    $
    6,903
    
    
    $
    211
    
    
    $
    1,134Loans past scheduled maturity
    
    
    29
    
    
    
    16
    
    
    
    24Principal balance of loans past scheduled maturity
    
    $
    326,949
    
    
    $
    130,261
    
    
    $
    210,198Number of loans in non accrual status
    
    
    32
    
    
    
    7
    
    
    
    11Principal balance of loans in non accrual status
    
    $
    250,000
    
    
    $
    91,881
    
    
    $
    95,624Allowance for credit losses
    
    $
    282,910
    
    
    $
    1,900
    
    
    $
    300,310Allowance for credit losses as % of loan principal outstanding
    
    
    46.9
    %
    
    
    0.4
    %
    
    
    48.9
    %
 *
    
    Where applicable, quarterly results are annualized to allow for compatability with annual
results.  30




---



##### Table of Contents



Results of Operations for the Three Months Ended March 31, 2009 and 2008
   Revenues
 Three Months Ended March 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeInterest and Fee Income:Mortgage Loans
    
    $
    11,938
    
    
    $
    15,825
    
    
    $
    (3,887
    )
    
    
    (24.6
    %)Investments and Money Market Accounts
    
    
    36
    
    
    
    779
    
    
    
    (743
    )
    
    
    (95.4
    %)Total Interest and Fee Income
    
    $
    11,974
    
    
    $
    16,604
    
    
    $
    (4,630
    )
    
    
    (27.9
    %)
    31




---



##### Table of Contents



Expenses
 Three Months Ended March 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeExpenses:Management Fees
    
    $
    249
    
    
    $
    247
    
    
    $
    2
    
    
    
    0.8
    %Default Related and Other Expenses
    
    
    649
    
    
    
    94
    
    
    
    555
    
    
    
    590.4
    %Interest Expense:Borrowings on Note Payable
    
    
    
    
    
    
    29
    
    
    
    (29
    )
    
    
    (100.0
    %)Total Expenses
    
    $
    898
    
    
    $
    370
    
    
    $
    528
    
    
    
    142.7
    %
    32




---



##### Table of Contents



Net Earnings
 Three Months Ended March 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeNet Earnings
    
    $
    11,076
    
    
    $
    16,234
    
    
    $
    (5,158
    )
    
    
    (31.8
    %)
  Fund Manager Fund-Related Income and Expense
   Three months ended March 31,2009
    
    
    2008Fund-related Expenses Paid by Manager:Operations-related expenses
    
    $
    1,572
    
    
    $
    2,928Origination-related expenses
    
    
    892
    
    
    
    1,662Total
    
    $
    2,464
    
    
    $
    4,590
   33




---



##### Table of Contents



Changes in the Loan Portfolio Profile
  Average Loan Size
  Geographic Diversification
  March 31, 2009
    
    
    December 31, 2008Oustanding
    
    
    Allowance for
    
    
    Net Carrying
    
    
    
    
    
    
    
    
    
    
    Oustanding
    
    
    Allowance for
    
    
    Net CarryingPrincipal
    
    
    Credit Loss
    
    
    Amount
    
    
    Percent
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    Percent
    
    
    #Arizona
    
    $
    281,942
    
    
    $
    (110,237
    )
    
    $
    171,705
    
    
    
    53.5
    %
    
    
    29
    
    
    $
    294,362
    
    
    $
    (128,499
    )
    
    $
    165,863
    
    
    
    52.9
    %
    
    
    31California
    
    
    179,185
    
    
    
    (124,422
    )
    
    
    54,763
    
    
    
    17.1
    %
    
    
    20
    
    
    
    177,255
    
    
    
    (124,422
    )
    
    
    52,833
    
    
    
    16.9
    %
    
    
    20New Mexico
    
    
    5,240
    
    
    
    (637
    )
    
    
    4,603
    
    
    
    1.4
    %
    
    
    2
    
    
    
    5,240
    
    
    
    (637
    )
    
    
    4,603
    
    
    
    1.5
    %
    
    
    2Texas
    
    
    56,020
    
    
    
    (5,781
    )
    
    
    50,239
    
    
    
    15.7
    %
    
    
    4
    
    
    
    55,825
    
    
    
    (5,781
    )
    
    
    50,044
    
    
    
    16.0
    %
    
    
    4Idaho
    
    
    49,578
    
    
    
    (39,320
    )
    
    
    10,258
    
    
    
    3.2
    %
    
    
    2
    
    
    
    49,578
    
    
    
    (38,458
    )
    
    
    11,120
    
    
    
    3.5
    %
    
    
    2Minnesota
    
    
    16,590
    
    
    
    
    
    
    
    16,590
    
    
    
    5.2
    %
    
    
    1
    
    
    
    16,590
    
    
    
    
    
    
    
    16,590
    
    
    
    5.3
    %
    
    
    1Nevada
    
    
    7,969
    
    
    
    (1,876
    )
    
    
    6,093
    
    
    
    1.9
    %
    
    
    1
    
    
    
    7,969
    
    
    
    (1,876
    )
    
    
    6,093
    
    
    
    1.9
    %
    
    
    1Utah
    
    
    7,104
    
    
    
    (637
    )
    
    
    6,467
    
    
    
    2.0
    %
    
    
    1
    
    
    
    7,035
    
    
    
    (637
    )
    
    
    6,398
    
    
    
    2.0
    %
    
    
    1Total
    
    $
    603,628
    
    
    $
    (282,910
    )
    
    $
    320,718
    
    
    
    100.0
    %
    
    
    60
    
    
    $
    613,854
    
    
    $
    (300,310
    )
    
    $
    313,544
    
    
    
    100.0
    %
    
    
    62
   34




---



##### Table of Contents



Interest Rate Information
     March 31, 2009Fixed Rate
    
    
    Variable Rate
    
    
    TotalOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net Carrying#
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    %Current Rate:6.00%
    
    
    1
    
    
    $
    5,890
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    5,890
    
    
    $
    
    
    
    $
    5,890
    
    
    
    1.8
    %8.00%
    
    
    2
    
    
    
    3,892
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    3,892
    
    
    
    
    
    
    
    3,892
    
    
    
    1.2
    %8.25%
    
    
    1
    
    
    
    51,388
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    51,388
    
    
    
    
    
    
    
    51,388
    
    
    
    16.0
    %9.00%
    
    
    1
    
    
    
    1,622
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,622
    
    
    
    (751
    )
    
    
    871
    
    
    
    0.3
    %10.00%
    
    
    1
    
    
    
    26,867
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    26,867
    
    
    
    (23,226
    )
    
    
    3,641
    
    
    
    1.1
    %11.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,982
    
    
    
    1
    
    
    
    1,982
    
    
    
    
    
    
    
    1,982
    
    
    
    0.6
    %11.50%
    
    
    2
    
    
    
    2,572
    
    
    
    6
    
    
    
    95,206
    
    
    
    8
    
    
    
    97,778
    
    
    
    (15,928
    )
    
    
    81,850
    
    
    
    25.5
    %11.75%
    
    
    1
    
    
    
    4,773
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4,773
    
    
    
    
    
    
    
    4,773
    
    
    
    1.5
    %12.00%
    
    
    8
    
    
    
    61,881
    
    
    
    9
    
    
    
    69,138
    
    
    
    17
    
    
    
    131,019
    
    
    
    (48,198
    )
    
    
    82,821
    
    
    
    25.8
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    3
    
    
    
    56,730
    
    
    
    4
    
    
    
    57,361
    
    
    
    (52,775
    )
    
    
    4,586
    
    
    
    1.4
    %12.50%
    
    
    1
    
    
    
    1,739
    
    
    
    6
    
    
    
    22,227
    
    
    
    7
    
    
    
    23,966
    
    
    
    (18,026
    )
    
    
    5,940
    
    
    
    1.9
    %12.75%
    
    
    1
    
    
    
    37,949
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    37,949
    
    
    
    (25,394
    )
    
    
    12,555
    
    
    
    3.9
    %13.00%
    
    
    3
    
    
    
    28,661
    
    
    
    9
    
    
    
    54,946
    
    
    
    12
    
    
    
    83,607
    
    
    
    (64,831
    )
    
    
    18,776
    
    
    
    5.9
    %13.75%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    6,528
    
    
    
    2
    
    
    
    6,528
    
    
    
    (3,781
    )
    
    
    2,747
    
    
    
    0.9
    %14.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    69,006
    
    
    
    1
    
    
    
    69,006
    
    
    
    (30,000
    )
    
    
    39,006
    
    
    
    12.2
    %Total
    
    
    23
    
    
    $
    227,865
    
    
    
    37
    
    
    $
    375,763
    
    
    
    60
    
    
    $
    603,628
    
    
    $
    (282,910
    )
    
    $
    320,718
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    37.7
    %
    
    
    
    
    
    
    62.3
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    9.61
    %
    
    
    
    
    
    
    12.53
    %
    
    
    
    
    
    
    11.42
    %Number of Loans
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    60Average Principal
    
    
    
    
    
    $
    9,907
    
    
    
    
    
    
    $
    10,156
    
    
    
    
    
    
    $
    10,060
  35




---



##### Table of Contents



December 31, 2008Fixed Rate
    
    
    Variable Rate
    
    
    TotalOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net Carrying#
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    %Current Rate:8.00%
    
    
    1
    
    
    $
    3,500
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    3,500
    
    
    $
    
    
    
    $
    3,500
    
    
    
    1.1
    %9.00%
    
    
    1
    
    
    
    10,461
    
    
    
    1
    
    
    
    1,622
    
    
    
    2
    
    
    
    12,083
    
    
    
    (10,175
    )
    
    
    1,908
    
    
    
    0.6
    %10.00%
    
    
    1
    
    
    
    26,709
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    26,709
    
    
    
    (23,226
    )
    
    
    3,483
    
    
    
    1.1
    %11.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,981
    
    
    
    1
    
    
    
    1,981
    
    
    
    
    
    
    
    1,981
    
    
    
    0.6
    %11.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    46,020
    
    
    
    1
    
    
    
    46,020
    
    
    
    
    
    
    
    46,020
    
    
    
    14.7
    %11.50%
    
    
    2
    
    
    
    2,651
    
    
    
    6
    
    
    
    94,283
    
    
    
    8
    
    
    
    96,934
    
    
    
    (15,928
    )
    
    
    81,006
    
    
    
    25.8
    %11.75%
    
    
    1
    
    
    
    4,752
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4,752
    
    
    
    
    
    
    
    4,752
    
    
    
    1.5
    %12.00%
    
    
    10
    
    
    
    75,758
    
    
    
    9
    
    
    
    67,683
    
    
    
    19
    
    
    
    143,441
    
    
    
    (54,499
    )
    
    
    88,942
    
    
    
    28.4
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    3
    
    
    
    55,850
    
    
    
    4
    
    
    
    56,481
    
    
    
    (52,775
    )
    
    
    3,706
    
    
    
    1.2
    %12.50%
    
    
    1
    
    
    
    1,929
    
    
    
    6
    
    
    
    22,227
    
    
    
    7
    
    
    
    24,156
    
    
    
    (18,026
    )
    
    
    6,130
    
    
    
    2.0
    %12.75%
    
    
    1
    
    
    
    37,935
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    37,935
    
    
    
    (25,394
    )
    
    
    12,541
    
    
    
    4.0
    %13.00%
    
    
    3
    
    
    
    27,897
    
    
    
    9
    
    
    
    54,947
    
    
    
    12
    
    
    
    82,844
    
    
    
    (64,831
    )
    
    
    18,013
    
    
    
    5.7
    %13.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2,821
    
    
    
    1
    
    
    
    2,821
    
    
    
    (1,675
    )
    
    
    1,146
    
    
    
    0.4
    %13.75%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    6,528
    
    
    
    2
    
    
    
    6,528
    
    
    
    (3,781
    )
    
    
    2,747
    
    
    
    0.9
    %14.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    67,669
    
    
    
    1
    
    
    
    67,669
    
    
    
    (30,000
    )
    
    
    37,669
    
    
    
    12.0
    %Total
    
    
    22
    
    
    $
    192,223
    
    
    
    40
    
    
    $
    421,631
    
    
    
    62
    
    
    $
    613,854
    
    
    $
    (300,310
    )
    
    $
    313,544
    
    
    
    100.0
    %
 Concentration by Category based on Collaterals Development Status
  March 31, 2009
    
    
    December 31, 2008Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Pre-entitled Land:Held for Investment
    
    $
    7,178
    
    
    
    1.2
    %
    
    
    2
    
    
    $
    7,178
    
    
    
    1.2
    %
    
    
    2Processing Entitlements
    
    
    194,393
    
    
    
    32.2
    %
    
    
    11
    
    
    
    200,902
    
    
    
    32.8
    %
    
    
    12201,571
    
    
    
    33.4
    %
    
    
    13
    
    
    
    208,080
    
    
    
    34.0
    %
    
    
    14Entitled Land:Held for Investment
    
    
    115,605
    
    
    
    19.2
    %
    
    
    17
    
    
    
    114,307
    
    
    
    18.6
    %
    
    
    17Infrastructure under Construction
    
    
    59,287
    
    
    
    9.8
    %
    
    
    4
    
    
    
    57,908
    
    
    
    9.4
    %
    
    
    4Improved and Held for Vertical Construction
    
    
    44,888
    
    
    
    7.4
    %
    
    
    4
    
    
    
    54,486
    
    
    
    8.9
    %
    
    
    5219,780
    
    
    
    36.4
    %
    
    
    25
    
    
    
    226,701
    
    
    
    36.9
    %
    
    
    26Construction & Existing Structures:New Structure  Construction in-process
    
    
    41,001
    
    
    
    6.8
    %
    
    
    14
    
    
    
    43,814
    
    
    
    7.1
    %
    
    
    14Existing Structure Held for Investment
    
    
    37,867
    
    
    
    6.3
    %
    
    
    5
    
    
    
    37,482
    
    
    
    6.1
    %
    
    
    5Existing Structure  Improvements
    
    
    103,409
    
    
    
    17.1
    %
    
    
    3
    
    
    
    97,777
    
    
    
    15.9
    %
    
    
    3182,277
    
    
    
    30.2
    %
    
    
    22
    
    
    
    179,073
    
    
    
    29.1
    %
    
    
    22Total
    
    
    603,628
    
    
    
    100.0
    %
    
    
    60
    
    
    
    613,854
    
    
    
    100.0
    %
    
    
    62Less: Allowance for Credit Loss
    
    
    (282,910
    )
    
    
    
    
    
    
    
    
    
    
    (300,310
    )Net Carrying Value
    
    $
    320,718
    
    
    
    
    
    
    
    
    
    
    $
    313,544
   36




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##### Table of Contents



March 31, 2009
    
    
    December 31, 2008Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Residential
    
    $
    262,898
    
    
    
    43.6
    %
    
    
    36
    
    
    $
    278,644
    
    
    
    45.4
    %
    
    
    37Mixed Use
    
    
    206,957
    
    
    
    34.3
    %
    
    
    10
    
    
    
    206,691
    
    
    
    33.7
    %
    
    
    11Commercial
    
    
    132,703
    
    
    
    22.0
    %
    
    
    13
    
    
    
    127,449
    
    
    
    20.8
    %
    
    
    13Industrial
    
    
    1,070
    
    
    
    0.1
    %
    
    
    1
    
    
    
    1,070
    
    
    
    0.1
    %
    
    
    1Total
    
    
    603,628
    
    
    
    100.0
    %
    
    
    60
    
    
    
    613,854
    
    
    
    100.0
    %
    
    
    62Less: Allowance for Credit Loss
    
    
    (282,910
    )
    
    
    
    
    
    
    
    
    
    
    (300,310
    )Net Carrying Value
    
    $
    320,718
    
    
    
    
    
    
    
    
    
    
    $
    313,544
   Borrower and Borrower Groups
  Changes in the Portfolio Profile  Scheduled Maturities
  March 31, 2009Quarter
    
    Amount
    
    
    Percent
    
    
    #Matured
    
    $
    326,949
    
    
    
    54.1
    %
    
    
    29Q2 2009
    
    
    87,457
    
    
    
    14.4
    %
    
    
    6Q3 2009
    
    
    70,442
    
    
    
    11.7
    %
    
    
    9Q4 2009
    
    
    5,823
    
    
    
    1.0
    %
    
    
    1Q1 2010
    
    
    991
    
    
    
    0.2
    %
    
    
    2Q2 2010
    
    
    51,388
    
    
    
    8.5
    %
    
    
    1Q3 2010
    
    
    56,686
    
    
    
    9.4
    %
    
    
    10Q1 2011
    
    
    3,500
    
    
    
    0.6
    %
    
    
    1Q1 2012
    
    
    392
    
    
    
    0.1
    %
    
    
    1Total
    
    
    603,628
    
    
    
    100.0
    %
    
    
    60Less: Allowance
for Credit Loss
    
    
    (282,910
    )Net Carrying Value
    
    $
    320,718
  37




---



##### Table of Contents



Real Estate Held for Development
   # of
    
    
    Aggregate NetState
    
    Projects
    
    
    Book ValueCalifornia
    
    
    3
    
    
    
    14,116Texas
    
    
    2
    
    
    
    14,299Arizona
    
    
    8
    
    
    
    41,052Total
    
    
    13
    
    
    
    69,467
    38




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##### Table of Contents



Important Relationships Between Capital Resources and Results of Operations
 Loan Loss Reserve
      39




---



##### Table of Contents



Mortgage Loans, Participations and Loan Sales
  s
 Distributions to Members
  Annualized Rate of Return to Members on Distributions
  Redemptions
   40




---



##### Table of Contents



Prospective Trends
 Loan Demand, Selection and Quality
  Summary of Existing Loans in Default
     41




---



##### Table of Contents



Percent of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-AccruedOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    Allowance for
    
    
    Net Carrying
    
    
    Accrued
    
    
    NotePrincipal
    
    
    #
    
    
    Principal
    
    
    Credit Loss
    
    
    Amount
    
    
    Interest
    
    
    Interest
    
    
    TotalArizona
    
    
    36.0
    %
    
    
    16
    
    
    $
    138,069
    
    
    $
    (68,059
    )
    
    $
    70,010
    
    
    $
    3,429
    
    
    $
    1,045
    
    
    $
    74,484Idaho
    
    
    12.9
    %
    
    
    2
    
    
    
    49,578
    
    
    
    (39,320
    )
    
    
    10,258
    
    
    
    1,948
    
    
    
    1,491
    
    
    
    13,697California
    
    
    40.4
    %
    
    
    15
    
    
    
    155,196
    
    
    
    (120,407
    )
    
    
    34,789
    
    
    
    4,012
    
    
    
    2,372
    
    
    
    41,173Minnesota
    
    
    4.3
    %
    
    
    1
    
    
    
    16,590
    
    
    
    
    
    
    
    16,590
    
    
    
    495
    
    
    
    322
    
    
    
    17,407Texas
    
    
    2.9
    %
    
    
    3
    
    
    
    11,102
    
    
    
    (5,781
    )
    
    
    5,321
    
    
    
    427
    
    
    
    210
    
    
    
    5,958Nevada
    
    
    2.1
    %
    
    
    1
    
    
    
    7,969
    
    
    
    (1,876
    )
    
    
    6,093
    
    
    
    319
    
    
    
    236
    
    
    
    6,648New Mexico
    
    
    1.4
    %
    
    
    2
    
    
    
    5,240
    
    
    
    (637
    )
    
    
    4,603
    
    
    
    43
    
    
    
    123
    
    
    
    4,769100.0
    %
    
    
    40
    
    
    $
    383,744
    
    
    $
    (236,080
    )
    
    $
    147,664
    
    
    $
    10,673
    
    
    $
    5,799
    
    
    $
    164,136
   Loan Portfolio Valuation Analysis
  
    
    Estimated net realizable value of any underlying collateral in relation to the
outstanding mortgage balance, including accrued interest and related costs;
 
    
    Recency and reliability of valuation;
 
    
    The financial condition of the borrower and any adverse factors that may affect its
ability to pay;
 
    
    Prevailing economic conditions;
 
    
    Historical experience by market and in general; and
 
    
    Evaluation of industry trends.
  42




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##### Table of Contents



Accounting by Creditors for Impairment of a Loan Fair Value Measurements ,
     Level 1 
    
    Valuations based on unadjusted quoted prices in active markets for identical
assets or liabilities that we have the ability to access at the measurement date;
 Level 2 
    
    Valuations based on quoted market prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that are not active
or models for which all significant inputs are observable in the market either directly or
indirectly; and
 Level 3 
    
    Valuations based on models that use inputs that are unobservable in the market and
significant to the fair value measurement.
  43




---



##### Table of Contents



44




---



##### Table of Contents



2009Balance at beginning of period
    
    $
    300,310Valuation charge for current fair value
    
    
    Transferred to other accounts
    
    
    (17,400
    )Balance at end of period
    
    $
    282,910
 Trends in Interest Income and Effective Portfolio Yield
  Interest Earning Assets Deployment Ratio
   
    
    pending fundings of loans that have completed the underwriting process;
 
    
    anticipated loan fundings;
 
    
    average size of loans in the underwriting process;
 
    
    expected loan reductions or payoffs;
 
    
    pending Member redemptions;
  45




---



##### Table of Contents




    
    direct expenses, and
 
    
    other anticipated liquidity needs.
  Leverage to Enhance Portfolio Yields
   Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
   46




---



##### Table of Contents



Requirements for Liquidity
 Loan Fundings
   Loans Held
    
    
    Loans Heldto Maturity
    
    
    for Sale
    
    
    TotalUndispersed Loans-in-process per
Note Agreement
    
    $
    56,245
    
    
    $
    27,070
    
    
    $
    83,315Less:
Amounts not Expected to be Funded
    
    
    (45,740
    )
    
    
    (11,460
    )
    
    
    (57,200
    )Undispersed Loans-in-process to
be Funded
    
    $
    10,505
    
    
    $
    15,610
    
    
    $
    26,115
    47




---



##### Table of Contents



Maintenance and Development Costs for Real Estate Owned
   Sources of Liquidity
 Loan Payments
   Supplemental Liquidity
  Cash Flows
   48




---



##### Table of Contents



Critical Accounting Policies
  Recent Accounting Pronouncements
 Recognition and
Presentation of Other-Than-Temporary Impairments
 Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
  49




---



##### Table of Contents



Interim Disclosures
about Fair Value of Financial Instruments Disclosures About
Fair Value of Financial Instruments Interim
Financial Reporting
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
      50




---



##### Table of Contents



March
31, 2009 Portfolio InformationFixed Rate
    
    
    Variable Rate
    
    
    TotalOutstanding Balance
    
    $
    227,865
    
    
    $
    375,763
    
    
    $
    603,628Current Weighted Average Yield
    
    
    9.61
    %
    
    
    12.53
    %
    
    
    11.42
    %Annualized Interest Income
    
    $
    21,888
    
    
    $
    47,065
    
    
    $
    68,953
 Pro-forma
    
    
    ChangeChange in Annual Interest Income
    
    
    Yield
    
    
    In YieldFixed
Rate
    
    

Variable
Rate
    
    

TotalIncrease in Prime Rate:0.5% or 50 basis points
    
    $
    
    
    
    $
    306
    
    
    $
    306
    
    
    
    11.47
    %
    
    
    0.05
    %1.0% or 100 basis points
    
    $
    
    
    
    $
    612
    
    
    $
    612
    
    
    
    11.52
    %
    
    
    0.10
    %2.0% or 200 basis points
    
    $
    
    
    
    $
    1,225
    
    
    $
    1,225
    
    
    
    11.63
    %
    
    
    0.20
    %Decrease in Prime Rate:0.5% or 50 basis points
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    11.42
    %
    
    
    0.00
    %1.0% or 100 basis points
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    11.42
    %
    
    
    0.00
    %2.0% or 200 basis points
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    11.42
    %
    
    
    0.00
    %
  Loan Rates:
    
    Matured
    
    
    Q2 2009
    
    
    Q3 2009
    
    
    Q4 2009
    
    
    Q1 2010
    
    
    Q2 2010
    
    
    Q3 2010
    
    
    Q1 2011
    
    
    Q1 2012
    
    
    TotalVariable
    
    $
    222,020
    
    
    $
    45,489
    
    
    $
    47,124
    
    
    $
    5,823
    
    
    $
    360
    
    
    $
    
    
    
    $
    54,947
    
    
    $
    
    
    
    $
    
    
    
    $
    375,763Fixed
    
    
    104,929
    
    
    
    41,968
    
    
    
    23,318
    
    
    
    
    
    
    
    631
    
    
    
    51,388
    
    
    
    1,739
    
    
    
    3,500
    
    
    
    392
    
    
    
    227,865$
    326,949
    
    
    $
    87,457
    
    
    $
    70,442
    
    
    $
    5,823
    
    
    $
    991
    
    
    $
    51,388
    
    
    $
    56,686
    
    
    $
    3,500
    
    
    $
    392
    
    
    
    603,628Less: Allowance
for Credit Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (282,910
    )Net Carrying Value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    320,718
   51




---



##### Table of Contents



Item 4T. Controls and Procedures.
 Controls and Procedures
   Changes to Internal Control over Financial Reporting
   
 PART II
 OTHER INFORMATION
 
 Item 1. Legal Proceedings.
    52




---



##### Table of Contents



Item 1A. Risk Factors.
  Defaults on our mortgage loans will decrease our revenue and distributions.
   We may refinance existing loans at rates lower than those currently recognized by the Fund.
   53




---



##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   54




---



##### Table of Contents



Item 6. Exhibits.
 Exhibit 
No.
    
    Description3.1
    
    
    IMH Secured Loan Fund, LLC Certificate of Formation
(incorporated by reference to Exhibit 3.1 of the Annual Report
on Form 10-K, File No. 000-52611, filed on March 31, 2008)4.1
    
    
    IMH Secured Loan Fund, LLC Restated Limited Liability Company
Operating Agreement (incorporated by reference to Exhibit 4.1
of the Registration Statement on Form 10, File No. 000-52611,
filed by IMH Secured Loan Fund, LLC on April 30, 2007)4.2
    
    
    Form Subscription Agreement (incorporated by reference to
Exhibit 4.2 of the Registration Statement on Form 10, File No.
000-52611, filed by IMH Secured Loan Fund, LLC on April 30,
2007)31.1
    *
    
    Certification of Chief Executive Officer of Investors Mortgage
Holdings, Inc., manager of IMH Secured Loan Fund, LLC pursuant
to Section 302 of the Sarbanes-Oxley Act of 200231.2
    *
    
    Certification of Chief Financial Officer of Investors Mortgage
Holdings, Inc., manager of IMH Secured Loan Fund, LLC pursuant
to Section 302 of the Sarbanes-Oxley Act of 200232.1
    *
    
    Certification of Chief Executive Officer and the Chief
Financial Officer of Investors Mortgage Holdings, Inc.,
manager of IMH Secured Loan Fund, LLC pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
 *
    
    Filed herewith.
    
    This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is
not to be incorporated by reference into any filings of the Fund, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.  55




---



##### Table of Contents



SIGNATURES
  Date: May 15, 2009
    
    IMH SECURED LOAN FUND, LLCBy:
    
    Investors Mortgage Holdings, Inc.Its:
    
    ManagerBy:
    
    /s/ Steven Darak

Steven Darak
Chief Financial Officer(Principal Financial and Accounting Officer and
Duly Authorized Officer)
  56




---



##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNo.
    
    Description3.1
    
    
    IMH Secured Loan Fund, LLC Certificate of Formation (incorporated
by reference to Exhibit 3.1 of the Annual Report on Form 10-K,
File No. 000-52611, filed on March 31, 2008)4.1
    
    
    IMH Secured Loan Fund, LLC Restated Limited Liability Company
Operating Agreement (incorporated by reference to Exhibit 4.1 of
the Registration Statement on Form 10, File No. 000-52611, filed
by IMH Secured Loan Fund, LLC on April 30, 2007)4.2
    
    
    Form Subscription Agreement (incorporated by reference to Exhibit
4.2 of the Registration Statement on Form 10, File No. 000-52611,
filed by IMH Secured Loan Fund, LLC on April 30, 2007)31.1
    *
    
    Certification of Chief Executive Officer of Investors Mortgage
Holdings, Inc., manager of IMH Secured Loan Fund, LLC pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    *
    
    Certification of Chief Financial Officer of Investors Mortgage
Holdings, Inc., manager of IMH Secured Loan Fund, LLC pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    *
    
    Certification of Chief Executive Officer and the Chief Financial
Officer of Investors Mortgage Holdings, Inc., manager of IMH
Secured Loan Fund, LLC pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 *
    
    Filed herewith.
    
    This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is
not to be incorporated by reference into any filings of the Fund, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.  57