##### 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, 2008
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)
 11333 N. Scottsdale Rd #160
Scottsdale, Arizona, 85254
 (602) 889-3410
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer  o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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2




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##### 



IMH SECURED LOAN FUND, LLC
QUARTERLY REPORT ON FORM 10-Q
INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements.Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    4Consolidated Statements of Net Earnings for the Three Months Ended March 31, 2008 and 2007
    
    
    5Consolidated Statement of Members Equity for the Three Months Ended March 31, 2008
    
    
    6Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    
    44Item 4T. Controls and Procedures.
    
    
    45PART II  OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    45Item 1A. Risk Factors.
    
    
    46Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    46Item 6. Exhibits.
    
    
    48Signatures
    
    
    49Index to Exhibits
    
    
    50EX-31.1EX-31.2EX-32.1
  3




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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)
 As of March 31,
    
    
    As of December 31,2008
    
    
    2007(Unaudited)ASSETSCash and Cash Equivalents
    
    $
    128,652
    
    
    $
    73,604Mortgage Loans:Mortgage Loan Note Obligations
    
    
    565,286
    
    
    
    578,925Less Undisbursed Portion of Loans-in-process and Interest Reserves
    
    
    (80,458
    )
    
    
    (68,128
    )Principal Outstanding
    
    
    484,828
    
    
    
    510,797Less Allowance for Credit Loss
    
    
    (1,900
    )
    
    
    (1,900
    )Mortgage Loans, Net
    
    
    482,928
    
    
    
    508,897Accrued Interest and Other Receivables
    
    
    8,835
    
    
    
    8,058Real Estate Held for Development
    
    
    28,255
    
    
    
    Deposits and Other Assets
    
    
    1,079
    
    
    
    Total Assets
    
    $
    649,749
    
    
    $
    590,559LIABILITIESNote Payable to Bank
    
    $
    8,000
    
    
    $
    Payables to Fund Manager
    
    
    81
    
    
    
    316Member Investments Pending Activation
    
    
    2,005
    
    
    
    4,491Redemptions Payable to Members
    
    
    17,811
    
    
    
    6,114Distributions Payable to Members
    
    
    2,593
    
    
    
    2,183Accrued Interest Payable
    
    
    8
    
    
    
    Unearned Income and Other Funds Held
    
    
    55
    
    
    
    622Total Liabilities
    
    
    30,553
    
    
    
    13,726MEMBERS EQUITYRetained Earnings
    
    
    272
    
    
    
    49Members Equity  $10,000 per unit stated value,
authorized units set at discretion of the Manager -
61,892 and 57,678 units issued and outstanding at
March 31, 2008 and December 31, 2007, respectively
    
    
    618,924
    
    
    
    576,784Total Members Equity
    
    
    619,196
    
    
    
    576,833Commitments and Contingent LiabilitiesTotal Liabilities and Members Equity
    
    $
    649,749
    
    
    $
    590,559
 The accompanying notes are an integral part of these statements
 4




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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 31,2008
    
    
    2007INTEREST AND FEE INCOMEMortgage Loans
    
    $
    15,731
    
    
    $
    9,354Investments and Money
Market Accounts
    
    
    779
    
    
    
    125Total Interest and Fee Income
    
    
    16,510
    
    
    
    9,479EXPENSESManagement Fees
    
    
    247
    
    
    
    194Interest Expense:Borrowings from Fund Manager
    
    
    
    
    
    
    258Participations in Mortgage Loans
    
    
    
    
    
    
    479Borrowings on Note Payable
    
    
    29
    
    
    
    Interest Expense
    
    
    29
    
    
    
    737Total Expenses
    
    
    276
    
    
    
    931Net Earnings
    
    
    16,234
    
    
    
    8,548Net Earnings Allocated to Members per
Weighted Average Membership Units
Outstanding
    
    $
    269.48
    
    
    $
    291.66Distribututions to Members per
Weighted Average Membership Units
Outstanding
    
    $
    265.66
    
    
    $
    280.73Weighted Average Membership Units
Outstanding
    
    
    60,242
    
    
    
    29,307
 The accompanying notes are an integral part of these statements
 5




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IMH SECURED LOAN FUND, LLC
 
 Consolidated Statement of Members Equity
Three months ended March 31, 2008
(Unaudited)
(In thousands, except unit data)
 TotalMembers
    
    
    Members
    
    
    Retained
    
    
    MembersUnits
    
    
    Capital
    
    
    Earnings
    
    
    EquityBalances at December 31, 2007
    
    
    57,678
    
    
    $
    576,784
    
    
    $
    49
    
    
    $
    576,833Net Earnings  Three Months Ended March 31, 2008
    
    
    
    
    
    
    
    
    
    
    16,234
    
    
    
    16,234Earnings Distributed
    
    
    
    
    
    
    
    
    
    
    (7,583
    )
    
    
    (7,583
    )Reinvestment of Earnings
    
    
    842
    
    
    
    8,421
    
    
    
    (8,421
    )
    
    
    Capital Investment  New Members
    
    
    5,161
    
    
    
    51,612
    
    
    
    
    
    
    
    51,612Capital Investment  Existing Members
    
    
    2,454
    
    
    
    24,542
    
    
    
    
    
    
    
    24,542Full Redemptions
    
    
    (2,853
    )
    
    
    (28,530
    )
    
    
    
    
    
    
    (28,530
    )Partial Redemptions
    
    
    (1,390
    )
    
    
    (13,905
    )
    
    
    
    
    
    
    (13,905
    )Retained Earnings Paid on Full Redemptions
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    (7
    )Net Activity for Period
    
    
    4,214
    
    
    
    42,140
    
    
    
    223
    
    
    
    42,363Balances at March 31, 2008
    
    
    61,892
    
    
    $
    618,924
    
    
    $
    272
    
    
    $
    619,196
 The accompanying notes are an integral part of these statements
 6




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IMH SECURED LOAN FUND, LLC
 
 Consolidated Statements of Cash Flows
Three months ended March 31, 2008 and 2007
(Unaudited)
(In thousands)
 Three months ended March 31,2008
    
    
    2007CASH FLOWS  Operating Activities:Net Earnings
    
    $
    16,234
    
    
    $
    8,548Adjustments to Reconcile Net Earnings to Net CashIncrease in Accrued Interest Receivable
    
    
    (777
    )
    
    
    (890
    )Increase in Deposits and Other Assets
    
    
    (1,079
    )
    
    
    Increase (Decrease) in Fees Payable to Fund Manager
    
    
    (235
    )
    
    
    15Increase (Decrease) in Deposit Refund Payable
    
    
    
    
    
    
    (62
    )Increase (Decrease) in Accrued Interest Payable
    
    
    8
    
    
    
    Increase (Decrease) in Unearned Income
    
    
    (567
    )
    
    
    (53
    )Net Cash Provided by Operating Activities
    
    
    13,584
    
    
    
    7,558CASH FLOWS  Investing Activities:Mortgage Loans Fundings
    
    
    (47,064
    )
    
    
    (105,667
    )Mortgage Loan Repayments
    
    
    20,538
    
    
    
    24,407Mortgage Loan Repayment from Sale of Whole Loan
    
    
    31,325
    
    
    
    Investment in Real Estate Held for Development
    
    
    (7,085
    )
    
    
    Increase in Loan Principal Balances
    
    
    (2,286
    )
    
    
    (81,260
    )Net Cash Used in Investing Activities
    
    
    (2,286
    )
    
    
    (81,260
    )CASH FLOWS  Financing Activities:Proceeds from Note Payable to Bank
    
    
    8,000
    
    
    
    Proceeds from Sale of Whole Loans
    
    
    
    
    
    
    3,100Proceeds from Borrowings from Manager
    
    
    
    
    
    
    4,102Proceeds from Loan Participations Issued
    
    
    
    
    
    
    35,266Loan Participations Reacquired
    
    
    
    
    
    
    (25,955
    )Increase (Decrease) in Member Investments
Pending Activation
    
    
    (2,486
    )
    
    
    2,753Members Capital Investments
    
    
    76,154
    
    
    
    86,609Members Redemptions
    
    
    (30,745
    )
    
    
    (9,137
    )Members Distributions
    
    
    (7,173
    )
    
    
    (7,921
    )Net Cash Provided by Financing Activities
    
    
    43,750
    
    
    
    88,817Net Increase in Cash and Cash Equivalents
    
    
    55,048
    
    
    
    15,115Cash and Cash Equivalents:Beginning of Period
    
    
    73,604
    
    
    
    12,159End of Period
    
    $
    128,652
    
    
    $
    27,274Supplemental Cash Flow Information:Interest Paid
    
    $
    21
    
    
    $
    793Supplemental Disclosure of Non-Cash Financing and Investing Activities:Real Estate Acquired Through Foreclosure
    
    $
    21,170
    
    
    $
    
 The accompanying notes are an integral part of these statements
 7




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IMH SECURED LOAN FUND, LLC
 
 
 NOTE 1- FUND DESCRIPTION AND BASIS OF PRESENTATION
   NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
 Basis of Accounting
  Real Estate Held for Development
  Accounting for the Impairment or
Disposal of Long-Lived Assets
 8




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IMH SECURED LOAN FUND, LLC
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
  Discounts on Acquired Loans
 Accounting for Certain Loans or Debt Securities Acquired in
a Transfer
  NOTE 3  CASH AND CASH EQUIVALENTS
  March 31,
    
    
    December 31,2008
    
    
    2007Working Capital Reserve
    
    $
    18,568
    
    
    $
    17,303Retained Earnings
    
    
    272
    
    
    
    Available for Operating Obligations and Lending
    
    
    109,812
    
    
    
    56,301$
    128,652
    
    
    $
    73,604
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES
   9




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IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
 March 31, 2008Fixed Rate
    
    
    Variable Rate
    
    
    Total#
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    %Current Rate:8.00%
    
    
    1
    
    
    $
    3,500
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    3,500
    
    
    
    0.7
    %11.50%
    
    
    1
    
    
    
    18,500
    
    
    
    3
    
    
    
    11,103
    
    
    
    4
    
    
    
    29,603
    
    
    
    6.1
    %11.75%
    
    
    1
    
    
    
    3,802
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    3,802
    
    
    
    0.8
    %12.00%
    
    
    8
    
    
    
    59,896
    
    
    
    13
    
    
    
    90,980
    
    
    
    21
    
    
    
    150,876
    
    
    
    31.1
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    6
    
    
    
    71,614
    
    
    
    7
    
    
    
    72,245
    
    
    
    15.0
    %12.50%
    
    
    1
    
    
    
    1,690
    
    
    
    7
    
    
    
    42,984
    
    
    
    8
    
    
    
    44,674
    
    
    
    9.3
    %12.75%
    
    
    1
    
    
    
    37,510
    
    
    
    2
    
    
    
    35,932
    
    
    
    3
    
    
    
    73,442
    
    
    
    15.2
    %13.00%
    
    
    6
    
    
    
    19,401
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    19,401
    
    
    
    4.0
    %13.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2,745
    
    
    
    1
    
    
    
    2,745
    
    
    
    0.6
    %13.75%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    6,573
    
    
    
    2
    
    
    
    6,573
    
    
    
    1.4
    %14.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    15,766
    
    
    
    1
    
    
    
    15,766
    
    
    
    3.3
    %14.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    60,301
    
    
    
    1
    
    
    
    60,301
    
    
    
    12.5
    %Total
    
    
    20
    
    
    $
    144,930
    
    
    
    36
    
    
    $
    337,998
    
    
    
    56
    
    
    $
    482,928
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    30.0
    %
    
    
    
    
    
    
    70.0
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    12.18
    %
    
    
    
    
    
    
    12.72
    %
    
    
    
    
    
    
    12.56
    %Number of Loans
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    56Average Principal
    
    
    
    
    
    $
    7,247
    
    
    
    
    
    
    $
    9,389
    
    
    
    
    
    
    $
    8,624
 December 31, 2008Fixed Rate
    
    
    Variable Rate
    
    
    Total#
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    %Current Rate:11.50%
    
    
    2
    
    
    $
    26,964
    
    
    
    4
    
    
    $
    15,022
    
    
    
    6
    
    
    $
    41,986
    
    
    
    8.3
    %11.75%
    
    
    1
    
    
    
    3,112
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    3,112
    
    
    
    0.6
    %12.00%
    
    
    7
    
    
    
    52,150
    
    
    
    13
    
    
    
    88,709
    
    
    
    20
    
    
    
    140,859
    
    
    
    27.7
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    6
    
    
    
    68,948
    
    
    
    7
    
    
    
    69,579
    
    
    
    13.7
    %12.50%
    
    
    3
    
    
    
    40,274
    
    
    
    8
    
    
    
    46,793
    
    
    
    11
    
    
    
    87,067
    
    
    
    17.0
    %12.75%
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    63,371
    
    
    
    3
    
    
    
    63,371
    
    
    
    12.5
    %13.00%
    
    
    7
    
    
    
    26,094
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    26,094
    
    
    
    5.1
    %13.25%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    45,764
    
    
    
    2
    
    
    
    45,764
    
    
    
    9.0
    %13.50%
    
    
    1
    
    
    
    5,680
    
    
    
    1
    
    
    
    4,840
    
    
    
    2
    
    
    
    10,520
    
    
    
    2.1
    %13.75%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    5,065
    
    
    
    1
    
    
    
    5,065
    
    
    
    1.0
    %14.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    15,480
    
    
    
    1
    
    
    
    15,480
    
    
    
    3.0
    %Total
    
    
    22
    
    
    $
    154,905
    
    
    
    39
    
    
    $
    353,992
    
    
    
    61
    
    
    $
    508,897
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    30.4
    %
    
    
    
    
    
    
    69.6
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    12.26
    %
    
    
    
    
    
    
    12.52
    %
    
    
    
    
    
    
    12.44
    %Number of Loans
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    61Average Principal
    
    
    
    
    
    $
    7,041
    
    
    
    
    
    
    $
    9,077
    
    
    
    
    
    
    $
    8,343
 10




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IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
   March 31, 2008Quarter
    
    Amount
    
    
    Percent
    
    
    #Matured
    
    $
    130,261
    
    
    
    27.0
    %
    
    
    16Q2 2008
    
    
    87,886
    
    
    
    18.2
    %
    
    
    10Q3 2008
    
    
    166,757
    
    
    
    34.5
    %
    
    
    21Q4 2008
    
    
    55,509
    
    
    
    11.5
    %
    
    
    6Q1 2009
    
    
    37,510
    
    
    
    7.8
    %
    
    
    1Q2 2009
    
    
    1,505
    
    
    
    0.3
    %
    
    
    1Q1 2011
    
    
    3,500
    
    
    
    0.7
    %
    
    
    1$
    482,928
    
    
    
    100.0
    %
    
    
    56
   11




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
   Principal
    
    
    Accrued
    
    
    Non-Accrued
    
    
    
    
    
    
    Wtd. AveragePercent
    
    
    #
    
    
    Balance
    
    
    Interest
    
    
    Note Interest
    
    
    Total
    
    
    Loan-to-ValueArizona
    
    
    60.3
    %
    
    
    13
    
    
    $
    78,509
    
    
    $
    1,751
    
    
    $
    1,798
    
    
    $
    82,058
    
    
    
    71.0
    %Idaho
    
    
    24.8
    %
    
    
    1
    
    
    
    32,323
    
    
    
    1,281
    
    
    
    1,293
    
    
    
    34,897
    
    
    
    80.0
    %Texas
    
    
    12.1
    %
    
    
    1
    
    
    
    15,766
    
    
    
    542
    
    
    
    547
    
    
    
    16,855
    
    
    
    68.8
    %New Mexico
    
    
    2.8
    %
    
    
    1
    
    
    
    3,663
    
    
    
    45
    
    
    
    
    
    
    
    3,708
    
    
    
    61.7
    %100.0
    %
    
    
    16
    
    
    $
    130,261
    
    
    $
    3,619
    
    
    $
    3,638
    
    
    $
    137,518
    
    
    
    72.3
    %
    12




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
 March 31, 2008
    
    
    December 31, 2007Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Pre-entitled Land:Processing Entitlements
    
    $
    201,273
    
    
    
    41.7
    %
    
    
    15
    
    
    $
    201,266
    
    
    
    39.6
    %
    
    
    19201,273
    
    
    
    41.7
    %
    
    
    15
    
    
    
    201,266
    
    
    
    39.6
    %
    
    
    19Entitled Land:Held for Investment
    
    
    112,444
    
    
    
    23.3
    %
    
    
    12
    
    
    
    135,060
    
    
    
    26.5
    %
    
    
    11Infrastructure under Construction
    
    
    64,570
    
    
    
    13.4
    %
    
    
    5
    
    
    
    60,037
    
    
    
    11.8
    %
    
    
    5Improved and Held for Vertical
Construction
    
    
    16,052
    
    
    
    3.3
    %
    
    
    3
    
    
    
    14,800
    
    
    
    2.9
    %
    
    
    3193,066
    
    
    
    40.0
    %
    
    
    20
    
    
    
    209,897
    
    
    
    41.2
    %
    
    
    19Construction & Existing Structures:New Structure  Construction in-process
    
    
    69,537
    
    
    
    14.4
    %
    
    
    16
    
    
    
    70,864
    
    
    
    13.9
    %
    
    
    17Existing Structure Held for Investment
    
    
    19,052
    
    
    
    3.9
    %
    
    
    5
    
    
    
    26,870
    
    
    
    5.3
    %
    
    
    688,589
    
    
    
    18.3
    %
    
    
    21
    
    
    
    97,734
    
    
    
    19.2
    %
    
    
    23$
    482,928
    
    
    
    100.0
    %
    
    
    56
    
    
    $
    508,897
    
    
    
    100.0
    %
    
    
    61
 March 31, 2008
    
    
    December 31, 2007Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Residential
    
    $
    223,399
    
    
    
    46.3
    %
    
    
    33
    
    
    $
    229,260
    
    
    
    45.0
    %
    
    
    34Mixed Use
    
    
    199,022
    
    
    
    41.2
    %
    
    
    12
    
    
    
    219,753
    
    
    
    43.2
    %
    
    
    16Commercial
    
    
    60,507
    
    
    
    12.5
    %
    
    
    11
    
    
    
    59,884
    
    
    
    11.8
    %
    
    
    11$
    482,928
    
    
    
    100.0
    %
    
    
    56
    
    
    $
    508,897
    
    
    
    100.0
    %
    
    
    61
  March 31, 2008
    
    
    December 31, 2007Amount
    
    
    Percent
    
    
    #
    
    
    Amount
    
    
    Percent
    
    
    #Arizona
    
    $
    239,170
    
    
    
    49.6
    %
    
    
    33
    
    
    $
    228,363
    
    
    
    44.8
    %
    
    
    34California
    
    
    133,046
    
    
    
    27.5
    %
    
    
    11
    
    
    
    171,560
    
    
    
    33.7
    %
    
    
    15New Mexico
    
    
    4,732
    
    
    
    1.0
    %
    
    
    2
    
    
    
    4,469
    
    
    
    0.9
    %
    
    
    2Texas
    
    
    32,640
    
    
    
    6.8
    %
    
    
    5
    
    
    
    32,114
    
    
    
    6.3
    %
    
    
    5Idaho
    
    
    49,292
    
    
    
    10.2
    %
    
    
    2
    
    
    
    48,635
    
    
    
    9.6
    %
    
    
    2Minnesota
    
    
    14,713
    
    
    
    3.0
    %
    
    
    1
    
    
    
    14,781
    
    
    
    2.9
    %
    
    
    1Nevada
    
    
    9,335
    
    
    
    1.9
    %
    
    
    2
    
    
    
    8,975
    
    
    
    1.8
    %
    
    
    2$
    482,928
    
    
    
    100.0
    %
    
    
    56
    
    
    $
    508,897
    
    
    
    100.0
    %
    
    
    61Average Loan
Principal Balance
    
    $
    8,624
    
    
    
    
    
    
    
    
    
    
    $
    8,343
 13




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##### Table of Contents



IMH SECURED LOAN FUND, LLC
 NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
    Accretable Discounts on Acquired Loans
  14




---



##### Table of Contents



NOTE 4  MORTGAGE LOANS, LOAN PARTICIPATIONS AND LOAN SALES  CONTINUED
 March 31, 2008Total
    
    
    Fund
    
    
    ManagerAccretion
    
    
    Allocation
    
    
    AllocationAccretable discount:Balance, beginning of period
    
    $
    
    
    
    
    
    
    
    
    New acquisitions
    
    
    18,418
    
    
    
    14,157
    
    
    
    4,261Accretion
    
    
    (2,915
    )
    
    
    (2,280
    )
    
    
    (635
    )Balance, end of period
    
    $
    15,503
    
    
    
    11,877
    
    
    
    3,626
 NOTE 5  NET EARNINGS, DISTRIBUTIONS REINVESTED AND DISTRIBUTIONS PAYABLE TO MEMBERS AND
REDEMPTIONS
   NOTE 6  NOTE PAYABLE TO BANK
  NOTE 7  MANAGEMENT FEES AND RELATED PARTY ACTIVITY
 Management Fees
   15




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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
    *******************************************************************************
 16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Forward Looking Statements
   
    
    Our units lack liquidity and marketability and our Members have a limited ability to
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.
    
    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), competition and amount of
available capital and the effect that regulators or bankruptcy courts could have on our
operations and rights as a secured lender.
    
    In recent periods, the homebuilding and capital markets have experienced a severe
downturn. Although we are not a direct participant in these markets, we face secondary
exposure to downturns in these markets because the markets we serve are directly impacted by events that occur in the
homebuilding and capital markets. As a result, we have experienced an increase in
delinquencies on our loans and foreclosure activity relating to the collateral securing our
loans, which may adversely affect our liquidity.
 17




---



##### Table of Contents




    
    Real estate assets acquired in foreclosure or through other means are generally
non-earning assets that will reduce the distributable yield to investors. Moreover, the
ultimate disposition and liquidation of such assets may not occur for an extended period of
time, which would adversely affect our liquidity.
    
    Our borrowers are exposed to various risks associated with owning real estate, and
unexpected costs or liabilities 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.
    
    We are subject to risks generally associated with the ownership of real estate and real
estate-related assets, including changing economic conditions, environmental risks, the
cost of and ability to obtain insurance and risks related to developing and leasing of
properties.
    
    Our loans, which are not guaranteed by any government agency, are risky and are not sold
on any secondary market, and our underwriting standards may not protect Members from loan
defaults or ensure that sufficient collateral, including collateral pledged by guarantors,
will exist to protect Members from any such defaults.
    
    We rely exclusively on our Manager to select and manage the mortgage loans in which we
invest, and our Manager has limited experience with such activities or sponsoring mortgage
funds, although certain employees of the Manager do have such experience. Our Members have
no right to participate in decisions relating to the activities of our Manager, including,
without limitation, the right to participate in selecting and managing mortgage
investments.
    
    The Fund may not be able to identify and close suitable loans for funding in a timely
manner or in a time frame that corresponds with the raising of investor capital, thereby
resulting in lower or varying Member yields.
    
    We are obligated to pay certain fees to our Manager, which may materially and adversely
impact our operating results and reduce cash available for investment and distributions.
    
    Our Manager will face conflicts of interest, including, without limitation, competing
demands upon its time, its involvement with other activities and entities and its desire to
generate origination proceeds at the risk of extending or participating in loans not
suitable for the Fund, all of which could have a material adverse effect on us.
    
    We are a newly publicly reporting company and we will be required to divert considerable
resources to new compliance initiatives, including refining our disclosure controls and
procedures and internal control over financial reporting.
    
    There are material income tax and retirement plan risks associated with ownership of our
units.
  Overview of the Business
  18




---



##### Table of Contents



Industry Conditions and Fund Strategy
  
    
    Continued economic, legislative and regulatory pressure on housing values and
mortgage origination volumes, which has adversely affected and we believe will continue
to adversely affect the demand for the residential and commercial projects our
borrowers participate in and develop;
    
    Increasing delinquencies of our loans and foreclosure activity relating to the
collateral securing our loans, which reduces the earning asset base of our asset
portfolio; and
    
    Continued disruptions in the secondary mortgage and debt capital markets, which
adversely affects the ability of some of our borrowers to find alternative or follow-on
financing and repay our loans.
  
    
    Asset Class Avoidance: IMH minimized the Funds investment in a number of asset
classes because IMH believed such investments would have resulted in an unnecessary
risk to investor capital. These asset classes included condominium conversions,
high-rise condominiums, public homebuilder projects, large land parcels not in
proximity to existing development, and office condominiums.
    
    Portfolio Diversification: Although the Funds portfolio is concentrated in Arizona
and California, over the past several years the Fund has diversified into several
markets that IMH
 19




---



##### Table of Contents



believes reflect long-term affordability and economic growth. IMH anticipates
increased geographic diversification in 2008.
    
    Underwriting: IMH utilizes residual analysis methodology in its underwriting
process. This means that IMH tests whether there is there sufficient equity in the
loan that, in the event of a default and foreclosure, we could complete development of
the project in a manner such that the fair value of the project in the marketplace
would exceed our aggregate investment, ideally generating a return of 18%-20% or more.
We believe this type of analysis mitigates the likelihood of loaning too much money in
relation to a projects value and has allowed the Fund to remain well-positioned in a
volatile market.
   20




---



##### Table of Contents



Selected Financial Data
  As of and for theThree Months Ended March 31,
    
    As of and for the Years Ended December 31,2008
    
    2007
    
    2007
    
    2006
    
    2005
    
    2004Cash and cash equivalents
    
    $
    128,652
    
    
    $
    27,274
    
    
    $
    73,604
    
    
    $
    12,159
    
    
    $
    12,089
    
    
    $
    3,569Total assets
    
    $
    649,749
    
    
    $
    367,540
    
    
    $
    590,559
    
    
    $
    273,374
    
    
    $
    105,981
    
    
    $
    31,761Interest income and fees
    
    $
    16,510
    
    
    $
    9,479
    
    
    $
    49,763
    
    
    $
    21,145
    
    
    $
    7,961
    
    
    $
    1,614Management fees
    
    $
    247
    
    
    $
    194
    
    
    $
    968
    
    
    $
    430
    
    
    $
    166
    
    
    $
    51Interest expense
    
    $
    29
    
    
    $
    737
    
    
    $
    1,220
    
    
    $
    613
    
    
    $
    376
    
    
    $
    Net earnings
    
    $
    16,234
    
    
    $
    8,548
    
    
    $
    45,675
    
    
    $
    20,102
    
    
    $
    7,419
    
    
    $
    1,563Net distributions to Members
    
    $
    16,004
    
    
    $
    8,227
    
    
    $
    46,920
    
    
    $
    19,380
    
    
    $
    6,651
    
    
    $
    1,479Net Member distribution as a % of net earnings
    
    
    98.6
    %
    
    
    96.3
    %
    
    
    102.7
    %
    
    
    96.4
    %
    
    
    89.6
    %
    
    
    94.6
    %Net earnings allocated to Members per weighted average
membership units outstanding
    
    $
    269.48
    
    
    $
    291.66
    
    
    $
    1,073.47
    
    
    $
    1,189.12
    
    
    $
    1,211.50
    
    
    $
    1,061.84Net distributions to Members per weighted average
membership units
    
    $
    265.66
    
    
    $
    280.73
    
    
    $
    1,102.72
    
    
    $
    1,146.38
    
    
    $
    1,086.04
    
    
    $
    1,004.96Average annualized yield to Members
    
    
    10.55
    %
    
    
    11.39
    %
    
    
    11.09
    %
    
    
    11.44
    %
    
    
    10.84
    %
    
    
    10.08
    %Member Equity Related:Retained earnings (Loan Loss Reserve)
    
    $
    272
    
    
    $
    1,721
    
    
    $
    49
    
    
    $
    1,426
    
    
    $
    852
    
    
    $
    84Total Members equity
    
    $
    619,196
    
    
    $
    337,779
    
    
    $
    576,833
    
    
    $
    260,181
    
    
    $
    97,835
    
    
    $
    30,574Number of Member accounts
    
    
    3,794
    
    
    
    1,781
    
    
    
    3,472
    
    
    
    1,376
    
    
    
    491
    
    
    
    185Average Member account balance
    
    $
    163
    
    
    $
    190
    
    
    $
    166
    
    
    $
    189
    
    
    $
    199
    
    
    $
    165States in which the Fund has Members
    
    
    49
    
    
    
    42
    
    
    
    49
    
    
    
    40
    
    
    
    27
    
    
    
    19New Member investments
    
    $
    76,155
    
    
    $
    81,677
    
    
    $
    349,523
    
    
    $
    176,101
    
    
    $
    68,661
    
    
    $
    23,979Member earnings distributed
    
    $
    7,583
    
    
    $
    3,295
    
    
    $
    20,755
    
    
    $
    7,072
    
    
    $
    2,348
    
    
    $
    596Member earnings reinvested
    
    $
    8,421
    
    
    $
    4,933
    
    
    $
    26,165
    
    
    $
    12,307
    
    
    $
    4,303
    
    
    $
    883Retained earnings additions (distributed)
    
    $
    230
    
    
    $
    320
    
    
    $
    (1,245
    )
    
    $
    723
    
    
    $
    768
    
    
    $
    84% of total earnings reinvested
    
    
    51.87
    %
    
    
    57.68
    %
    
    
    57.28
    %
    
    
    61.20
    %
    
    
    58.00
    %
    
    
    56.52
    %Redemptions
    
    $
    42,435
    
    
    $
    9,305
    
    
    $
    57,790
    
    
    $
    26,785
    
    
    $
    6,471
    
    
    $
    402Redemptions as % of new investment (incl. reinvestments)
    
    
    50.17
    %
    
    
    10.74
    %
    
    
    15.38
    %
    
    
    14.22
    %
    
    
    8.87
    %
    
    
    1.62
    %Loan Related:Loan deployment ratio
    
    
    83.7
    %
    
    
    97.7
    %
    
    
    89.0
    %
    
    
    96.1
    %
    
    
    91.3
    %
    
    
    92.9
    %Note balances originated
    
    $
    93,420
    
    
    $
    104,031
    
    
    $
    428,777
    
    
    $
    266,101
    
    
    $
    139,354
    
    
    $
    26,560Number of notes originated
    
    
    4
    
    
    
    10
    
    
    
    38
    
    
    
    37
    
    
    
    48
    
    
    
    76Average note balance originated
    
    $
    23,355
    
    
    $
    10,403
    
    
    $
    11,284
    
    
    $
    7,192
    
    
    $
    2,903
    
    
    $
    349Net principal balances outstanding
    
    $
    482,928
    
    
    $
    336,775
    
    
    $
    508,896
    
    
    $
    258,615
    
    
    $
    92,945
    
    
    $
    28,045Number of loans outstanding
    
    
    56
    
    
    
    50
    
    
    
    61
    
    
    
    44
    
    
    
    41
    
    
    
    54Average principal balance
    
    $
    8,624
    
    
    $
    6,736
    
    
    $
    8,343
    
    
    $
    5,878
    
    
    $
    2,267
    
    
    $
    519% of Portfolio Principal  Fixed interest rate
    
    
    30.0
    %
    
    
    70.1
    %
    
    
    30.4
    %
    
    
    69.0
    %
    
    
    84.4
    %
    
    
    100.0
    %Number of fixed rate loans
    
    
    20
    
    
    
    31
    
    
    
    22
    
    
    
    30
    
    
    
    37
    
    
    
    54Weighted average interest rate  Fixed
    
    
    12.18
    %
    
    
    12.25
    %
    
    
    12.26
    %
    
    
    12.26
    %
    
    
    12.56
    %
    
    
    11.64
    %% of portfolio  Variable interest rate
    
    
    70.0
    %
    
    
    29.9
    %
    
    
    69.6
    %
    
    
    31.0
    %
    
    
    15.6
    %
    
    
    0.0
    %Number of variable rate loans
    
    
    36
    
    
    
    19
    
    
    
    39
    
    
    
    14
    
    
    
    4
    
    
    
    Weighted average interest rate  Variable
    
    
    12.72
    %
    
    
    12.48
    %
    
    
    12.52
    %
    
    
    12.49
    %
    
    
    11.64
    %
    
    
    0.00
    %Principal balance % by state:Arizona
    
    
    49.6
    %
    
    
    56.5
    %
    
    
    44.8
    %
    
    
    57.9
    %
    
    
    81.5
    %
    
    
    93.1
    %California
    
    
    27.5
    %
    
    
    23.7
    %
    
    
    33.7
    %
    
    
    37.4
    %
    
    
    18.5
    %
    
    
    6.9
    %New Mexico
    
    
    1.0
    %
    
    
    0.5
    %
    
    
    0.9
    %
    
    
    0.3
    %
    
    
    
    %
    
    
    
    %Texas
    
    
    6.8
    %
    
    
    6.2
    %
    
    
    6.3
    %
    
    
    4.4
    %
    
    
    
    %
    
    
    
    %Idaho
    
    
    10.2
    %
    
    
    7.7
    %
    
    
    9.6
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %North Carolina
    
    
    0.0
    %
    
    
    5.4
    %
    
    
    0.0
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Minnesota
    
    
    3.0
    %
    
    
    0.0
    %
    
    
    2.9
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Nevada
    
    
    1.9
    %
    
    
    0.0
    %
    
    
    1.8
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Interest payments over 30 days delinquent
    
    $
    211
    
    
    $
    
    
    
    $
    2,741
    
    
    $
    
    
    
    $
    
    
    
    $
    Loans past scheduled maturity
    
    
    16
    
    
    
    3
    
    
    
    15
    
    
    
    3
    
    
    
    
    
    
    
    Principal balances past scheduled maturity
    
    $
    130,261
    
    
    $
    13,205
    
    
    $
    133,532
    
    
    $
    13,901
    
    
    $
    
    
    
    $
    Loans in non accrual status
    
    
    7
    
    
    
    1
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    Principal balances in non accrual status
    
    $
    91,881
    
    
    $
    2,253
    
    
    $
    73,346
    
    
    $
    
    
    
    $
    
    
    
    $
    Allowance for credit losses
    
    $
    1,900
    
    
    $
    
    
    
    $
    1,900
    
    
    $
    
    
    
    $
    
    
    
    $
    Allowance for credit losses as % of loan principal
    
    
    0.4
    %
    
    
    0.0
    %
    
    
    0.4
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
 
 *
    
    Where applicable, quarterly results are annualized to allow for compatability with annual results. 21




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##### Table of Contents



Results of Operations for the Three Months Ended March 31, 2008 and 2007
  Revenues
 Three Months Ended March 31,Interest and Fee Income:
    
    2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeMortgage Loans
    
    $
    15,731
    
    
    $
    9,354
    
    
    $
    6,377
    
    
    
    68.2
    %Investments and Money
Market Accounts
    
    
    779
    
    
    
    125
    
    
    
    654
    
    
    
    523.2
    %Total Interest and Fee Income
    
    $
    16,510
    
    
    $
    9,479
    
    
    $
    7,031
    
    
    
    74.2
    %
   22




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##### Table of Contents



Expenses
 Three Months Ended March 31,Expenses:
    
    2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeManagement Fees
    
    $
    247
    
    
    $
    194
    
    
    $
    53
    
    
    
    27.3
    %Interest Expense:Borrowings from Fund Manager
    
    
    
    
    
    
    258
    
    
    
    (258
    )
    
    
    (100.0
    )%Participations in Mortgage Loans
    
    
    
    
    
    
    479
    
    
    
    (479
    )
    
    
    (100.0
    )%Borrowings on line of credit
    
    
    29
    
    
    
    
    
    
    
    29
    
    
    
    100.0
    %Interest Expense
    
    
    29
    
    
    
    737
    
    
    
    (708
    )
    
    
    (96.1
    )%Total Expenses
    
    $
    276
    
    
    $
    931
    
    
    $
    (655
    )
    
    
    (70.4
    )%
     23




---



##### Table of Contents



Three months ended March 31,Fund-related
Expenses Paid by Manager:
    
    2008
    
    
    2007Operations-related expenses
    
    $
    3,781
    
    
    $
    4,110Origination-related expenses
    
    
    808
    
    
    
    878Total
    
    $
    4,589
    
    
    $
    4,988
 Net Earnings
 Three Months Ended March 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeNet Earnings
    
    $
    16,234
    
    
    $
    8,548
    
    
    $
    7,686
    
    
    
    89.9
    %
  Changes in the Loan Portfolio Profile
  Average Loan Size
  Geographic Diversification
  24




---



##### Table of Contents



March 31, 2008
    
    
    December 31, 2007Amount
    
    
    Percent
    
    
    #
    
    
    Amount
    
    
    Percent
    
    
    #Arizona
    
    $
    239,170
    
    
    
    49.6
    %
    
    
    33
    
    
    $
    228,363
    
    
    
    44.8
    %
    
    
    34California
    
    
    133,046
    
    
    
    27.5
    %
    
    
    11
    
    
    
    171,560
    
    
    
    33.7
    %
    
    
    15New Mexico
    
    
    4,732
    
    
    
    1.0
    %
    
    
    2
    
    
    
    4,469
    
    
    
    0.9
    %
    
    
    2Texas
    
    
    32,640
    
    
    
    6.8
    %
    
    
    5
    
    
    
    32,114
    
    
    
    6.3
    %
    
    
    5Idaho
    
    
    49,292
    
    
    
    10.2
    %
    
    
    2
    
    
    
    48,635
    
    
    
    9.6
    %
    
    
    2Minnesota
    
    
    14,713
    
    
    
    3.0
    %
    
    
    1
    
    
    
    14,781
    
    
    
    2.9
    %
    
    
    1Nevada
    
    
    9,335
    
    
    
    1.9
    %
    
    
    2
    
    
    
    8,975
    
    
    
    1.8
    %
    
    
    2$
    482,928
    
    
    
    100.0
    %
    
    
    56
    
    
    $
    508,897
    
    
    
    100.0
    %
    
    
    61
  Interest Rate Information
     25




---



##### Table of Contents



March 31, 2008Fixed Rate
    
    
    Variable Rate
    
    
    TotalCurrent Rate:
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    %8.00%
    
    
    1
    
    
    $
    3,500
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    3,500
    
    
    
    0.7
    %11.50%
    
    
    1
    
    
    
    18,500
    
    
    
    3
    
    
    
    11,103
    
    
    
    4
    
    
    
    29,603
    
    
    
    6.1
    %11.75%
    
    
    1
    
    
    
    3,802
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    3,802
    
    
    
    0.8
    %12.00%
    
    
    8
    
    
    
    59,896
    
    
    
    13
    
    
    
    90,980
    
    
    
    21
    
    
    
    150,876
    
    
    
    31.1
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    6
    
    
    
    71,614
    
    
    
    7
    
    
    
    72,245
    
    
    
    15.0
    %12.50%
    
    
    1
    
    
    
    1,690
    
    
    
    7
    
    
    
    42,984
    
    
    
    8
    
    
    
    44,674
    
    
    
    9.3
    %12.75%
    
    
    1
    
    
    
    37,510
    
    
    
    2
    
    
    
    35,932
    
    
    
    3
    
    
    
    73,442
    
    
    
    15.2
    %13.00%
    
    
    6
    
    
    
    19,401
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    19,401
    
    
    
    4.0
    %13.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2,745
    
    
    
    1
    
    
    
    2,745
    
    
    
    0.6
    %13.75%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    6,573
    
    
    
    2
    
    
    
    6,573
    
    
    
    1.4
    %14.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    15,766
    
    
    
    1
    
    
    
    15,766
    
    
    
    3.3
    %14.25%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    60,301
    
    
    
    1
    
    
    
    60,301
    
    
    
    12.5
    %Total
    
    
    20
    
    
    $
    144,930
    
    
    
    36
    
    
    $
    337,998
    
    
    
    56
    
    
    $
    482,928
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    30.0
    %
    
    
    
    
    
    
    70.0
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    12.18
    %
    
    
    
    
    
    
    12.72
    %
    
    
    
    
    
    
    12.56
    %Number of Loans
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    56Average Principal
    
    
    
    
    
    $
    7,247
    
    
    
    
    
    
    $
    9,389
    
    
    
    
    
    
    $
    8,624
 December 31, 2007Fixed Rate
    
    
    Variable Rate
    
    
    TotalCurrent Rate:
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    #
    
    
    Principal
    
    
    %11.50%
    
    
    2
    
    
    $
    26,964
    
    
    
    4
    
    
    $
    15,022
    
    
    
    6
    
    
    $
    41,986
    
    
    
    8.3
    %11.75%
    
    
    1
    
    
    
    3,112
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    3,112
    
    
    
    0.6
    %12.00%
    
    
    7
    
    
    
    52,150
    
    
    
    13
    
    
    
    88,709
    
    
    
    20
    
    
    
    140,859
    
    
    
    27.7
    %12.25%
    
    
    1
    
    
    
    631
    
    
    
    6
    
    
    
    68,948
    
    
    
    7
    
    
    
    69,579
    
    
    
    13.7
    %12.50%
    
    
    3
    
    
    
    40,274
    
    
    
    8
    
    
    
    46,793
    
    
    
    11
    
    
    
    87,067
    
    
    
    17.0
    %12.75%
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    63,371
    
    
    
    3
    
    
    
    63,371
    
    
    
    12.5
    %13.00%
    
    
    7
    
    
    
    26,094
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    26,094
    
    
    
    5.1
    %13.25%
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    45,764
    
    
    
    2
    
    
    
    45,764
    
    
    
    9.0
    %13.50%
    
    
    1
    
    
    
    5,680
    
    
    
    1
    
    
    
    4,840
    
    
    
    2
    
    
    
    10,520
    
    
    
    2.1
    %13.75%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    5,065
    
    
    
    1
    
    
    
    5,065
    
    
    
    1.0
    %14.00%
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    15,480
    
    
    
    1
    
    
    
    15,480
    
    
    
    3.0
    %Total
    
    
    22
    
    
    $
    154,905
    
    
    
    39
    
    
    $
    353,992
    
    
    
    61
    
    
    $
    508,897
    
    
    
    100.0
    %% of Portfolio
    
    
    
    
    
    
    30.4
    %
    
    
    
    
    
    
    69.6
    %
    
    
    
    
    
    
    100.0
    %Weighted Average Rate
    
    
    
    
    
    
    12.26
    %
    
    
    
    
    
    
    12.52
    %
    
    
    
    
    
    
    12.44
    %Number of Loans
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    61Average Principal
    
    
    
    
    
    $
    7,041
    
    
    
    
    
    
    $
    9,077
    
    
    
    
    
    
    $
    8,343
 Concentration by Category based on Collaterals Development Status
  26




---



##### Table of Contents



March 31, 2008
    
    
    December 31, 2007Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Pre-entitled Land:Processing Entitlements
    
    $
    201,273
    
    
    
    41.7
    %
    
    
    15
    
    
    $
    201,266
    
    
    
    39.6
    %
    
    
    19201,273
    
    
    
    41.7
    %
    
    
    15
    
    
    
    201,266
    
    
    
    39.6
    %
    
    
    19Entitled Land:Held for Investment
    
    
    112,444
    
    
    
    23.3
    %
    
    
    12
    
    
    
    135,060
    
    
    
    26.5
    %
    
    
    11Infrastructure under Construction
    
    
    64,570
    
    
    
    13.4
    %
    
    
    5
    
    
    
    60,037
    
    
    
    11.8
    %
    
    
    5Improved and Held for Vertical Construction
    
    
    16,052
    
    
    
    3.3
    %
    
    
    3
    
    
    
    14,800
    
    
    
    2.9
    %
    
    
    3193,066
    
    
    
    40.0
    %
    
    
    20
    
    
    
    209,897
    
    
    
    41.2
    %
    
    
    19Construction & Existing Structures:New Structure  Construction in-process
    
    
    69,537
    
    
    
    14.4
    %
    
    
    16
    
    
    
    70,864
    
    
    
    13.9
    %
    
    
    17Existing Structure Held for Investment
    
    
    19,052
    
    
    
    3.9
    %
    
    
    5
    
    
    
    26,870
    
    
    
    5.3
    %
    
    
    688,589
    
    
    
    18.3
    %
    
    
    21
    
    
    
    97,734
    
    
    
    19.2
    %
    
    
    23$
    482,928
    
    
    
    100.0
    %
    
    
    56
    
    
    $
    508,897
    
    
    
    100.0
    %
    
    
    61
  March 31, 2008
    
    
    December 31, 2007Amount
    
    
    %
    
    
    #
    
    
    Amount
    
    
    %
    
    
    #Residential
    
    $
    223,399
    
    
    
    46.3
    %
    
    
    33
    
    
    $
    229,260
    
    
    
    45.0
    %
    
    
    34Mixed Use
    
    
    199,022
    
    
    
    41.2
    %
    
    
    12
    
    
    
    219,753
    
    
    
    43.2
    %
    
    
    16Commercial
    
    
    60,507
    
    
    
    12.5
    %
    
    
    11
    
    
    
    59,884
    
    
    
    11.8
    %
    
    
    11$
    482,928
    
    
    
    100.0
    %
    
    
    56
    
    
    $
    508,897
    
    
    
    100.0
    %
    
    
    61
  Borrower and Borrower Groups
  27




---



##### Table of Contents



Changes in the Portfolio Profile  Scheduled Maturities
  March 31, 2008Quarter
    
    Amount
    
    
    Percent
    
    
    #Matured
    
    $
    130,261
    
    
    
    27.0
    %
    
    
    16Q2 2008
    
    
    87,886
    
    
    
    18.2
    %
    
    
    10Q3 2008
    
    
    166,757
    
    
    
    34.5
    %
    
    
    21Q4 2008
    
    
    55,509
    
    
    
    11.5
    %
    
    
    6Q1 2009
    
    
    37,510
    
    
    
    7.8
    %
    
    
    1Q2 2009
    
    
    1,505
    
    
    
    0.3
    %
    
    
    1Q1 2011
    
    
    3,500
    
    
    
    0.7
    %
    
    
    1$
    482,928
    
    
    
    100.0
    %
    
    
    56
  Real Estate Held for Development
   Important Relationships Between Capital Resources and Results of Operations
 Loan Loss Reserve
  28




---



##### Table of Contents



Mortgage Loans, Participations and Loan Sales
   29




---



##### Table of Contents



Distributions to Members
  Annualized Rate of Return to Members on Distributions
  30




---



##### Table of Contents



Redemptions
   Trends and Uncertainties
  
    
    the real estate, credit markets or economies of the states in which we invest will
experience or suffer worsening declines;
    
    we will be able to reduce or manage the geographic concentration of our portfolio;
    
    we will be able to adapt to becoming a publicly-reporting company and adequately comply
with all the rules and regulations required to remain a publicly-reporting company;
    
    IMH will be able to continue devoting an adequate amount of time to the Funds
operations;
    
    we will be able to participate or sell loans to maintain short term liquidity or
temporarily reduce portfolio risk, if necessary;
    
    we will face exposure for owning real estate now that we have commenced foreclosure
proceedings on loans;
    
    we may acquire loans or related collateral in close proximity to collateral on existing
loans in order to preserve or improve valuations for loans in default; and
    
    we are able to, alone or in conjunction with third parties, manage or develop properties
that we foreclose upon or otherwise acquire, in a cost-effective or successful manner.
 Prospective Trends
   31




---



##### Table of Contents




    
    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, including all known relevant internal and external
factors that may affect loan collectibility (and modified for new factors);
    
    Historical experience by market and in general; and
    
    Evaluation of industry trends;
 .
  32




---



##### Table of Contents



Principal
    
    
    Accrued
    
    
    Non-Accrued
    
    
    
    
    
    
    Wtd. AveragePercent
    
    
    #
    
    
    Balance
    
    
    Interest
    
    
    Note Interest
    
    
    Total
    
    
    Loan-to-ValueArizona
    
    
    60.3
    %
    
    
    13
    
    
    $
    78,509
    
    
    $
    1,751
    
    
    $
    1,798
    
    
    $
    82,058
    
    
    
    71.0
    %Idaho
    
    
    24.8
    %
    
    
    1
    
    
    
    32,323
    
    
    
    1,281
    
    
    
    1,293
    
    
    
    34,897
    
    
    
    80.0
    %Texas
    
    
    12.1
    %
    
    
    1
    
    
    
    15,766
    
    
    
    542
    
    
    
    547
    
    
    
    16,855
    
    
    
    68.8
    %New Mexico
    
    
    2.8
    %
    
    
    1
    
    
    
    3,663
    
    
    
    45
    
    
    
    
    
    
    
    3,708
    
    
    
    61.7
    %100.0
    %
    
    
    16
    
    
    $
    130,261
    
    
    $
    3,619
    
    
    $
    3,638
    
    
    $
    137,518
    
    
    
    72.3
    %
   33




---



##### Table of Contents



Loan
    
    
    Market DeflationTo
    
    
    LTV With
    
    
    LTV With
    
    
    LTV WithValue
    
    
    10%
    
    
    25%
    
    
    35%Portfolio at March 31, 2008 (dollars in thousands)
    
    
    
    
    
    
    (LTV)
    
    
    Decline
    
    
    Decline
    
    
    DeclinePrincipal
    
    
    Percent by
    
    
    Note
    
    
    As
    
    
    In
    
    
    In
    
    
    InPeriod
    
    #
    
    
    Outstanding
    
    
    Qtr
    
    
    Year
    
    
    Total
    
    
    Originated
    
    
    Value
    
    
    Value
    
    
    Value2005:Q1
    
    
    1
    
    
    $
    2,302
    
    
    
    0.5
    %
    
    
    
    
    
    $
    2,585
    
    
    
    56.0
    %
    
    
    62.2
    %
    
    
    74.7
    %
    
    
    86.2
    %Q2
    
    
    1
    
    
    
    2,203
    
    
    
    0.4
    %
    
    
    
    
    
    
    2,164
    
    
    
    67.6
    %
    
    
    75.1
    %
    
    
    90.1
    %
    
    
    104.0
    %Q3
    
    
    4
    
    
    
    15,491
    
    
    
    3.2
    %
    
    
    
    
    
    
    16,544
    
    
    
    66.8
    %
    
    
    74.2
    %
    
    
    89.1
    %
    
    
    102.8
    %Q4
    
    
    2
    
    
    
    14,772
    
    
    
    3.1
    %
    
    
    7.2
    %
    
    
    16,592
    
    
    
    72.8
    %
    
    
    80.8
    %
    
    
    97.0
    %
    
    
    111.9
    %2006:Q1
    
    
    2
    
    
    
    5,594
    
    
    
    1.2
    %
    
    
    
    
    
    
    5,584
    
    
    
    62.1
    %
    
    
    69.0
    %
    
    
    82.8
    %
    
    
    95.6
    %Q2
    
    
    2
    
    
    
    27,391
    
    
    
    5.7
    %
    
    
    
    
    
    
    27,577
    
    
    
    49.9
    %
    
    
    55.5
    %
    
    
    66.6
    %
    
    
    76.8
    %Q3
    
    
    6
    
    
    
    44,206
    
    
    
    9.1
    %
    
    
    
    
    
    
    53,926
    
    
    
    67.4
    %
    
    
    74.9
    %
    
    
    89.9
    %
    
    
    103.8
    %Q4
    
    
    3
    
    
    
    33,236
    
    
    
    6.9
    %
    
    
    22.9
    %
    
    
    35,571
    
    
    
    64.2
    %
    
    
    71.3
    %
    
    
    85.6
    %
    
    
    98.8
    %2007:Q1
    
    
    7
    
    
    
    56,276
    
    
    
    11.7
    %
    
    
    
    
    
    
    58,880
    
    
    
    46.6
    %
    
    
    51.8
    %
    
    
    62.2
    %
    
    
    71.7
    %Q2
    
    
    9
    
    
    
    139,785
    
    
    
    28.8
    %
    
    
    
    
    
    
    162,150
    
    
    
    55.9
    %
    
    
    62.2
    %
    
    
    74.6
    %
    
    
    86.1
    %Q3
    
    
    8
    
    
    
    41,912
    
    
    
    8.7
    %
    
    
    
    
    
    
    46,848
    
    
    
    55.4
    %
    
    
    61.6
    %
    
    
    73.9
    %
    
    
    85.2
    %Q4
    
    
    7
    
    
    
    34,047
    
    
    
    7.1
    %
    
    
    56.3
    %
    
    
    41,544
    
    
    
    63.5
    %
    
    
    70.6
    %
    
    
    84.7
    %
    
    
    97.7
    %2008:Q1
    
    
    4
    
    
    
    65,713
    
    
    
    13.6
    %
    
    
    13.6
    %
    
    
    93,421
    
    
    
    58.5
    %
    
    
    64.9
    %
    
    
    77.9
    %
    
    
    89.9
    %Total
    
    
    56
    
    
    $
    482,928
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    $
    563,386
    
    
    
    57.4
    %
    
    
    63.8
    %
    
    
    76.6
    %
    
    
    88.4
    %
   34




---



##### Table of Contents



MarketPortfolio at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeclineMarch 31, 2008 (dollars in thousands)
    
    
    As
    
    
    12/31/2007
    
    
    Q1 2008
    
    
    NeededPrincipal
    
    
    Note
    
    
    Originated
    
    
    Estimated
    
    
    Estimated
    
    
    For 100%Period
    
    #
    
    
    Outstanding
    
    
    Total
    
    
    LTV
    
    
    LTV
    
    
    LTV
    
    
    LTV2005:Q1
    
    
    1
    
    
    $
    2,302
    
    
    $
    2,585
    
    
    
    56.0
    %
    
    
    88.6
    %
    
    
    87.0
    %
    
    
    (13.0
    )%Q2
    
    
    1
    
    
    
    2,203
    
    
    
    2,164
    
    
    
    67.6
    %
    
    
    85.0
    %
    
    
    85.0
    %
    
    
    (15.0
    )%Q3
    
    
    4
    
    
    
    15,491
    
    
    
    16,544
    
    
    
    66.8
    %
    
    
    46.2
    %
    
    
    36.8
    %
    
    
    (63.2
    )%Q4
    
    
    2
    
    
    
    14,772
    
    
    
    16,592
    
    
    
    72.8
    %
    
    
    87.5
    %
    
    
    87.5
    %
    
    
    (12.5
    )%2006:Q1
    
    
    2
    
    
    
    5,594
    
    
    
    5,584
    
    
    
    62.1
    %
    
    
    86.9
    %
    
    
    86.0
    %
    
    
    (14.0
    )%Q2
    
    
    2
    
    
    
    27,391
    
    
    
    27,577
    
    
    
    49.9
    %
    
    
    66.9
    %
    
    
    56.3
    %
    
    
    (43.7
    )%Q3
    
    
    6
    
    
    
    44,206
    
    
    
    53,926
    
    
    
    67.4
    %
    
    
    83.7
    %
    
    
    87.5
    %
    
    
    (12.5
    )%Q4
    
    
    3
    
    
    
    33,236
    
    
    
    35,571
    
    
    
    64.2
    %
    
    
    71.8
    %
    
    
    72.2
    %
    
    
    (27.8
    )%2007:Q1
    
    
    7
    
    
    
    56,276
    
    
    
    58,880
    
    
    
    46.6
    %
    
    
    66.6
    %
    
    
    63.0
    %
    
    
    (37.0
    )%Q2
    
    
    9
    
    
    
    139,785
    
    
    
    162,150
    
    
    
    55.9
    %
    
    
    65.6
    %
    
    
    68.3
    %
    
    
    (31.7
    )%Q3
    
    
    8
    
    
    
    41,912
    
    
    
    46,848
    
    
    
    55.4
    %
    
    
    55.3
    %
    
    
    55.0
    %
    
    
    (45.0
    )%Q4
    
    
    7
    
    
    
    34,047
    
    
    
    41,544
    
    
    
    63.5
    %
    
    
    62.0
    %
    
    
    63.5
    %
    
    
    (36.5
    )%2008:Q1
    
    
    4
    
    
    
    65,713
    
    
    
    93,421
    
    
    
    58.5
    %
    
    
    N/A
    
    
    
    66.0
    %
    
    
    (34.0
    )%Total
    
    
    56
    
    
    $
    482,928
    
    
    $
    563,386
    
    
    
    57.4
    %
    
    
    66.0
    %
    
    
    65.6
    %
    
    
    (34.4
    )%
    35




---



##### Table of Contents



Asset:
    
    Yield
    
    Various Deployment Ratio BlendsLoans
    
    
    12.56
    %
    
    
    75
    %
    
    
    83
    %
    
    
    86
    %
    
    
    90
    %
    
    
    93
    %
    
    
    95
    %
    
    
    97
    %Cash
    
    
    2.00
    %
    
    
    25
    %
    
    
    17
    %
    
    
    14
    %
    
    
    10
    %
    
    
    7
    %
    
    
    5
    %
    
    
    3
    %Earning Assets
    
    
    
    
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Weighted
Average Yield on Earning Assets
    
    
    
    
    
    
    9.92
    %
    
    
    10.76
    %
    
    
    11.08
    %
    
    
    11.50
    %
    
    
    11.82
    %
    
    
    12.03
    %
    
    
    12.24
    %
  36




---



##### Table of Contents




    
    pending fundings of loans that have completed the underwriting process;
 
    
    anticipated loan fundings in the loan origination pipeline;
 
    
    average size of loans in the underwriting process;
 
    
    expected loan reductions or payoffs;
 
    
    pending Member redemptions;
 
    
    direct expenses, and
 
    
    other anticipated liquidity needs.
    Off-Balance Sheet Arrangements
  Contractual Obligations
  37




---



##### Table of Contents



Liquidity and Capital Resources
  Requirements:
    
    Sources of Liquidity:
    
    Loan Fundings
    
    
    
    New Member Investments
    
    Management Fees and Loan Enforcement
Costs
    
    
    
    Participations and Whole Loans
Sold
    
    Interest Expense
    
    
    
    Interest Income
    
    Distributions to Members
    
    
    
    Loan Payments
    
    Member Redemptions
    
    
    
    Supplemental Liquidity
  Requirements
      38




---



##### Table of Contents



Sources of Liquidity
      39




---



##### Table of Contents



Critical Accounting Policies
 Revenue Recognition
   Mortgage Loans
    40




---



##### Table of Contents



Accounting by Creditors for Impairment of a Loan
 
    
    Estimated net realizable value of any underlying collateral in relation to the
outstanding mortgage balance, including accrued interest and related costs, and compare
this value to prior period evaluations;
    
    The date of and reliability of valuation;
    
    The borrowers financial condition and any adverse factors that may affect their
ability to pay;
    
    Prevailing economic conditions, including all known relevant internal and external
factors that may affect loan collectibility (and modified for new factors);
    
    Historical experience by market and in general; and
    
    Evaluation of industry trends;
    41




---



##### Table of Contents



Accounting for Certain Mortgage Banking Activities
        42




---



##### Table of Contents



Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed of
 Use of Estimates
  Fund Expenses
  43




---



##### Table of Contents



Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Liabilities
 Fair Value Measurements
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    Loan Rates:
    
    Matured
    
    
    Q2 2008
    
    
    Q3 2008
    
    
    Q4 2008
    
    
    Q1 2009
    
    
    Q2 2009
    
    
    Q1 2011
    
    
    TotalVariable
    
    $
    51,470
    
    
    $
    84,118
    
    
    $
    145,396
    
    
    $
    55,509
    
    
    $
    
    
    
    $
    1,505
    
    
    $
    
    
    
    $
    337,998Fixed
    
    
    78,791
    
    
    
    3,768
    
    
    
    21,361
    
    
    
    
    
    
    
    37,510
    
    
    
    
    
    
    
    3,500
    
    
    
    144,930$
    130,261
    
    
    $
    87,886
    
    
    $
    166,757
    
    
    $
    55,509
    
    
    $
    37,510
    
    
    $
    1,505
    
    
    $
    3,500
    
    
    $
    482,928
  44




---



##### Table of Contents



Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
    Changes to Internal Control over Financial Reporting
   
 PART II
 OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  45




---



##### Table of Contents



Item 1A. Risk Factors.
  Defaults on our mortgage loans will decrease our revenue and distributions.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  46




---



##### Table of Contents



Member Investments
    
    
    RedemptionsAdditional FirstInitial
    
    
    Year
    
    
    Additional
    
    
    ReinvestmentInvestment
    
    
    Contributions
    
    
    Contributions
    
    
    Contributions
    
    
    Full
    
    
    Partial
    
    
    NetBalance, beginning of periodDollars
    
    $
    453,550
    
    
    $
    68,296
    
    
    $
    102,401
    
    
    $
    43,705
    
    
    $
    (42,113
    )
    
    $
    (49,055
    )
    
    $
    576,784# Members
    
    
    3,754
    
    
    
    789
    
    
    
    1,124
    
    
    
    16,764
    
    
    
    (282
    )
    
    
    (355
    )
    
    
    3,472# Units
    
    
    45,353
    
    
    
    6,830
    
    
    
    10,240
    
    
    
    4,371
    
    
    
    (4,211
    )
    
    
    (4,905
    )
    
    
    57,678January 1, 2008 - March 31, 2008DirectDollars
    
    $
    4,934
    
    
    $
    395
    
    
    $
    9,587
    
    
    $
    3,133
    
    
    $
    (7,006
    )
    
    $
    (7,369
    )
    
    $
    3,674# Members
    
    
    33
    
    
    
    3
    
    
    
    58
    
    
    
    1,555
    
    
    
    (30
    )
    
    
    (43
    )
    
    
    3# Units
    
    
    493
    
    
    
    40
    
    
    
    959
    
    
    
    313
    
    
    
    (701
    )
    
    
    (737
    )
    
    
    367Broker/DealerDollars
    
    $
    45,516
    
    
    $
    767
    
    
    $
    14,955
    
    
    $
    5,288
    
    
    $
    (21,524
    )
    
    $
    (6,536
    )
    
    $
    38,466# Members
    
    
    457
    
    
    
    12
    
    
    
    142
    
    
    
    4,411
    
    
    
    (138
    )
    
    
    (41
    )
    
    
    319# Units
    
    
    4,552
    
    
    
    77
    
    
    
    1,495
    
    
    
    529
    
    
    
    (2,152
    )
    
    
    (654
    )
    
    
    3,847First Quarter TotalsDollars
    
    $
    50,450
    
    
    $
    1,162
    
    
    $
    24,542
    
    
    $
    8,421
    
    
    $
    (28,530
    )
    
    $
    (13,905
    )
    
    $
    42,140# Members
    
    
    490
    
    
    
    15
    
    
    
    200
    
    
    
    5,966
    
    
    
    (168
    )
    
    
    (84
    )
    
    
    322# Units
    
    
    5,045
    
    
    
    116
    
    
    
    2,454
    
    
    
    842
    
    
    
    (2,853
    )
    
    
    (1,391
    )
    
    
    4,214Inception to March 31, 2008Dollars
    
    $
    504,000
    
    
    $
    69,458
    
    
    $
    126,943
    
    
    $
    52,126
    
    
    $
    (70,643
    )
    
    $
    (62,960
    )
    
    $
    618,924# Members
    
    
    4,244
    
    
    
    804
    
    
    
    1,324
    
    
    
    22,730
    
    
    
    (450
    )
    
    
    (439
    )
    
    
    3,794# Units
    
    
    50,398
    
    
    
    6,946
    
    
    
    12,694
    
    
    
    5,213
    
    
    
    (7,064
    )
    
    
    (6,296
    )
    
    
    61,892
 47




---



##### Table of Contents



Item 6. 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, filed by IMH Secured Loan Fund, LLC 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. 48




---



##### Table of Contents



SIGNATURES
  Date: May 15, 2008
    
    IMH SECURED LOAN FUND, LLCBy:
    
    Investors Mortgage Holdings, Inc.Its:
    
    ManagerBy:
    
    /s/ Steven Darak

Steven DarakChief Financial Officer(Principal Financial and Accounting Officer and
Duly Authorized Officer)
 49




---



##### 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, filed by IMH Secured Loan Fund, LLC 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. 50