SecProbe.io

United States securities and exchange commission logo
April 20, 2023
Tom Berry
Chief Executive Officer
ILS Fixed Horizon LLC
PO Box 1227
210 Market Street
El Campo, TX 77437
Re:ILS Fixed Horizon LLC
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 27, 2023
File No. 024-12055
Dear Tom Berry:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 4, 2023 letter.
Offering Statement on Form 1-A
Cover Page
1.We note your response to comment 2 and the revised disclosure on page 18 that
the Manager here affirms its intention to keep the Offering active for a period of at least
five (5) years.  Please provide an analysis of how a five year offering is consistent with
Rule 251(d)(3)(i)(F) which states in part - These securities may be offered and sold only if
not more than three years have elapsed since the initial qualification date of the offering
statement under which they are being offered and sold.

 FirstName LastNameTom Berry
 Comapany NameILS Fixed Horizon LLC
 April 20, 2023 Page 2
 FirstName LastNameTom Berry
ILS Fixed Horizon LLC
April 20, 2023
Page 2
2.We note your disclosure on the cover page that the debt units are secured by the
underlying notes that the company will purchase.  Please reconcile with your disclosure
elsewhere that an investment will not be secured by any Company Loans.  Also,
specifically clarify whether just the interest payments, the principal repayments or both
are subject the discretion of the Manager.
3. We note your statement that “the Offering was initially filed with the SEC for
qualification on February 3, 2023….”  We do not understand your statement since the
Form 1-A was initially filed on November 10, 2022 and then amended on February 6,
2023.  Please revise as appropriate.  Please also revise to remove “for qualification” from
your statement given that the offering statement is still under review and will only become
qualified after the review process.  Finally, we also note your statement that the
offering “will terminate upon the earlier of: (1) the completion of the sale of all the
Shares, or ….”  We do not understand your reference to "Shares" in connection with your
offering of Debt Units.  Please revise or advise us as appropriate.
4.We note your response to comment 5.  As previously requested please revise your
Offering Circular cover page to include the full mailing address of your principal
executive offices along with your phone number and your website address.
5.Refer to prior comment 6.  We note your continued disclosure that the Manager may
make changes to unit classes without Member notice or consent.  Given it appears the
terms of the securities may be changed at any time to any degree please tell us how you
determined that this is not an impermissible delayed offering for the purposes of
Regulation A under the Securities Act.  Refer to Rule 251(d)(3)(i)(F) of Regulation A.
6.We reissue prior comment 6.  Revise your cover page to include risk factor disclosure to
address (1) that all debt payments are subject to the discretion of the Manager, (2) that the
Manager can make changes to the Unit classes without Debt Unit Holder notice or
consent, and (3) there numerous conflicts of interest between the company, company
management, company affiliates and the debt unit holders whereby company affiliates
will be compensated to provide various services including investment of assets,
conducting due diligence on borrowers, and selling loans.
7.We note your Debt Unit table on the cover page indicates that the investors may withdraw
60 days, 180 days, or 365 days after the initial capital contribution is received by the
company.  Please clarify in a footnote to the table that the investors may not be able to
withdraw debt units from the company and may not be able to liquidate their debt unit
interests.  Also clarify that debt investors may have to hold the debt units for an indefinite
period of time or have the debt units sold for less that their contribution into the debt
units.  Clarify that there are no assurances that debt investors can withdraw funds at the
noted time frames.  Finally, also address if there are any penalties for early
redemption/withdrawal if the debt investor withdraws their initial capital contribution
prior to the expiration of the 1 year, 3 year or 5 year lock-up period.  If so, address the
penalties for early redemption/withdrawal.

 FirstName LastNameTom Berry
 Comapany NameILS Fixed Horizon LLC
 April 20, 2023 Page 3
 FirstName LastNameTom Berry
ILS Fixed Horizon LLC
April 20, 2023
Page 3
Offering Circular Summary, page 13
8.Refer to prior comment 11.  Please explain how it will be determined which Notes will be
allocated to the Company rather than other affiliates.  Additionally describe the terms
under which you will purchase the notes.
9.Please revise to identify the “Sponsor” in this section.  Identify defined terms when they
are first used.  Please consider adding a diagram to clarify the business conducted by the
company and its noted affiliates.  Finally, clarify how the company management will
decide which loans to provide to which borrowers given that ILS Lending LLC and Pearl
Funding LLC will be the originator of the notes.
Classes of Units Offered, page 14
10.We note your response to comment 8.  Please revise your disclosure to indicate that the
Debt Units will not have any scheduled principal repayments and all interest payments
will be comprised solely of the interest earned. Also clarify that at the end of the Capital
Commitment Period, investors can continue rolling their units over or alternatively,
withdraw their funds.  Finally address how investors would roll their units over.
11.Refer to prior comment 9.  Please clarify when the capital contributions will be repaid.
We note your disclosure on page 14 regarding 30 days for certain series appears
inconsistent with the disclosure on page 18 of the offering statement and page F-11 in
your financial statements which refers to 180 and 360 days.  Revise to clarify whether the
return of the Capital Contribution (principal repayment) at the differing time periods for
the different Classes of Debt Units is assured and whether the return of the Capital
Contribution payments are subject to the discretion of the Manager.
12.We note your response to comment 10.  Please revise your disclosure to indicate that
“there are no additional expenses or charges if the commitment period is not reached prior
to requesting a return of the Capital Contribution.”
The Offering, page 17
13.We reissue prior comment 13.  Please revise to indicate the amount of offering expenses
that have been paid for by the Sponsor and which you indicate will be repaid to the
Sponsor.
14.Refer to prior comment 14.  It remains unclear what priority the debt holders have in
bankruptcy.  If the debt is subordinated please describe that clearly.  Otherwise, explain
clearly how you determined that the holders of the debt units would be paid second to
the creditors of the Company.
Risk Factors, page 19
15.We reissue prior comment 15.  Please revise the titles to your noted risk factors to indicate
the risk being addressed in the title of the risk factor.

 FirstName LastNameTom Berry
 Comapany NameILS Fixed Horizon LLC
 April 20, 2023 Page 4
 FirstName LastNameTom Berry
ILS Fixed Horizon LLC
April 20, 2023
Page 4
Risks Related to Conflicts of Interest, page 26
16.We reissue prior comment 20.  Please revise to identify the affiliated companies in these
risk factors.
Use of Proceeds, page 29
17.Please revise your disclosure to clarify the approximate amount intended to be used for
each purpose.  Refer to prior comment 21 and Item 6 of Form 1-A.
18.We reissue prior comment 22.  We note that your Debt Unit offering is a “best efforts”
offering. Please revise this section to additionally address the use of proceeds if only 10%,
25%, and 50% of the offering is sold.
Company Affiliates Current Ownership Interests in Loan Providers, page 32
19.We reissue prior comment 25.  You continue to refer to the Company as the sponsor, as
for example on page 42. Please revise your disclosure throughout your offering circular
for consistency.
Financial Performance of Company Affiliates' Loans, page 37
20.We reissue prior comment 26.  We note your disclosure in this section of certain rates of
return of affiliate programs.  Please provide the disclosure referenced in Industry Guide 5.
In particular, please provide an expanded prior performance narrative and prior
performance tables.  Refer to Release No. 33-6900 (June 17, 1991), Item 7(c) of Part II of
Form 1-A and CF Disclosure Guidance Topic No. 6.
Compensation of Management and Directors, page 41
21.We reissue prior comment 27.  We note your statement that the Company does not intend
to pay any compensation directly to Donald Sutton and Tom Berry.  The compensation of
the officers or directors provided in response to Item 11 of Form 1-A must reflect all the
compensation awarded to, earned by, or paid to those officers or directors by any person
for all services rendered in all capacities to the company, whether directly or indirectly.
Please revise to provide the compensation awarded to, earned by, or paid to Donald Sutton
and Tom Berry for all services rendered in all capacities to the company.
Principal Debt Unit Holders, page 42
22.We reissue prior comment 28.  Revise the title of this section to reflect that the section
addresses the beneficial ownership of the Company.  Also, update the table to the most
recent practicable date.
23.We reissue prior comment 30, in part.  Please add both Donald Sutton, President and Tom
Berry, Chief Executive Officer to the table.  Also include the listing of all executive
officers as a group in the table.  See Item 12(a)(1) of Form 1-A.

 FirstName LastNameTom Berry
 Comapany NameILS Fixed Horizon LLC
 April 20, 2023 Page 5
 FirstName LastNameTom Berry
ILS Fixed Horizon LLC
April 20, 2023
Page 5
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, page 43
24.We reissue prior comment 31.  Please disclose the estimated aggregate dollar amount of
front-end fees to be paid during the first fiscal year, assuming the maximum amount is
raised and assuming you utilize your target leverage, or advise us why you are unable to
calculate such fees at this time.  Please refer to Item 4.B of Industry Guide 5.  Also, file
the agreements regarding these fees as exhibits.
25.We note your revised disclosure that the Manager’s distribution is the interest rate spread
on the notes purchased.  Please describe clearly the process for allocating the spread to the
manager.  Clarify whether the manager will be a party to any note purchase agreement or
whether you will have a separate agreement to transfer any spread to the manager, or
otherwise.  File any agreements governing the spread transfer as exhibits.
26.Refer to prior comment 32.  We note your disclosure of multiple fees in this section over
which the manager will exercise its sole and absolute discretion in deciding the timing and
amount of reimbursements.  Given you don't appear to know the amounts of any of these
fees and they are at the sole and absolute discretion of the manager, please tell us the basis
for your conclusion that the terms of such arrangements are reasonable and are
comparable to those that could be obtained from unaffiliated entities, as you state on page
43.  Please reconcile this disclosure with the disclosure on page 13 that the Manager is not
taking any additional fees and will receive its distributions from the interest rate spread.
Provide clear and prominent disclosure on the cover page, in the summary and in your risk
factor disclosure regarding the manager's sole and absolute discretion in deciding the
timing and amount of any fees.  Disclose clearly, if true, that the fees may be at least
$3,750,000 or 5% of the offering and tell us the basis for the 5% number and reconcile
that number with the amounts disclosed as expenses in your Use of Proceeds section.  File
the agreement setting forth the 5% expenses number as an exhibit.

DEBT UNIT HOLDERS RIGHTS UNDER THE COMPANY, page 46
27.Refer to prior comment 33.  We note your revised description of the terms of the
indebtedness; however, these terms do not appear to be set forth in the subscription
agreement or the operating agreement.  Please file as exhibits the documents evidencing
the terms of the indebtedness, as previously requested.
Allocation of Profits and Losses, page 50
28.We substantially reissue prior comment 37.  We note your statement that “[t]he Company
Operating Agreement provides for the allocation of income and gain to both the
Common Debt Unit Holders and Debt Unit Holders….”  Please revise to clarify what
income and gain goes to the Debt Unit Holders.  We also note your prior statement that “a
Debt Unit Holder … has no ownership interest in the Company.”  We may have further
comment.

 FirstName LastNameTom Berry
 Comapany NameILS Fixed Horizon LLC
 April 20, 2023 Page 6
 FirstName LastName
Tom Berry
ILS Fixed Horizon LLC
April 20, 2023
Page 6
Mandatory Binding Arbitration, page 50
29.We reissue prior comment 38.  We note your discussion of the mandatory arbitration
provisions in the Operating Agreement and Subscription Agreement.   Please describe
clearly the arbitration provisions in the offering statement and clarify in your response
which sections of the agreements you are referencing.
Signatures, page 57
30.Please revise the signature sections to conform to the format in Form 1-A including a
separate signature section headed - This offering statement has been signed by the
following persons in the capacities and on the dates indicated. Include the persons and
capacities noted in Instruction 1 in the Instruction to Signatures in the Signatures section
of Form 1-A.
Exhibits
31.We reissue prior comment 40.  Please provide a revised opinion of counsel as to the
legality of the securities covered by the Offering Statement, indicating whether they will
when sold, be legally issued and whether they will be valid and binding obligations of the
issuer.
32.We reissue prior comment 42.  Please file all applicable exhibits. For example, we note
that your articles of organization and instruments defining the rights of the Debt Unit
holders along with many other exhibits have not been included as exhibits.
            You may contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 if you
have questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Larry Pino, Esq.