UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2015~~ 2016

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: 000-53904

MACQUARIE EQUIPMENT LEASING FUND, LLC

(Exact name of registrant as specified in its charter)

Delaware	26-3291543
(Jurisdiction of Incorporation	(IRS Employer
or Organization)	Identification No.)

225 Franklin St, 17th Floor, Suite 1740

Boston, Massachusetts 02110

(Address of principal executive offices) (Zip Code)

(617) 457-0645

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Shares of Limited Liability Company Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable.

There were 9,~~273~~171,~~855 shares~~660 shares of limited liability company membership interests outstanding as of ~~March~~February 124, ~~2016~~2017.

TABLE OF CONTENTS

~~PART I~~	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
~~PART II~~	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1615
Item 8.	Financial Statements and Supplementary Data	1716
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3437
Item 9A.	Controls and Procedures	3437
Item 9B.	Other Information	3437
~~PART III~~	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3538
Item 11.	Executive Compensation	3640
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3740
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3741
Item 14.	Principal Accountant Fees and Services	3741
~~PART IV~~	PART IV
Item 15.	Exhibits and Financial Statement Schedules	3842
	Signatures	39
Item 16.	Form 10-K Summary	42
	Signatures	43

FORWARD-LOOKING STATEMENTS

Certain statements within this Annual Report on Form 10-K may constitute forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995 “”and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), with respect to our expectations for future periods. “”Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning. These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected. In particular, changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Fund’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. Unless required by law, we undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

In addition, this Annual Report on Form 10-K also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Annual Report on Form 10-K and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable.

Macquarie Equipment Leasing Fund, LLC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Equipment Leasing Fund, LLC.

PART I

Item 1.

Business

Except as otherwise specified, the “Fund,” “we,” “us,” and “our” refer to Macquarie Equipment Leasing Fund, LLC (the “Fund”), a Delaware limited liability company. “Manager” refers to our manager, Macquarie Asset Management Inc., a Delaware limited liability company.

Macquarie Equipment Leasing Fund, LLC

The Fund was formed on August 21, 2008 ~~for~~ for the purpose of being an equipment leasing program that ~~acquires~~acquired or originated a diversified portfolio of equipment, equipment leases ~~and~~ and loans, and other equipment-related investments. The majority of the ~~equipment leased by the~~ Fund’s equipment is leased to corporate clients. The Fund’s objective iswas to generate income through the collection of lease rentals, interest income, and other revenues, as well as through the sale of leased and off lease equipment and other portfolio investments. The Fund’s fiscal year end is December 31.

The manager of the Fund is Macquarie Asset Management Inc. (the “Manager”), a member of the Macquarie Group of Companies which is comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide (the “Macquarie Group”). Macquarie Group Limited is headquartered in Australia and is listed on the Australian Stock Exchange. The Manager has made a total of $1,505,000 in capital contributions to the Fund. The Manager and its affiliates earn fees by providing or arranging all services necessary and desirable for the operations of the Fund, including those relating to equipment acquisitions and disposals, equipment loans, asset management and administrative, reporting and regulatory services. The Fund reimburses the Manager for costs incurred for managing the Fund and the Fund’s portfolio of equipment, equipment lease and loans, and other equipment-related investments. The Fund has one reportable segment,; all information and disclosures herein are related to that segment.

The initial closing date for the Fund was March 5, 2010, the date at which the Fund raised over $2,500,000 and reached the minimum offering amount. The Fund’s offering period ceased on March 19, 2012. ~~and~~The ~~the~~ Fund’s operating period commenced on that date and ceased on June 30, 2016. The Fund’s ~~liquidation~~ liquidation period iscommenced ~~scheduled to begin~~ on July 1, 2016 and may last for up to three years. To coincide with the beginning of the Fund’s liquidation period, the Manager suspended the Fund’s share redemption plan. However, the Manager reserved the right to approve member requests for redemptions in cases of death or proof of disability (as the term is defined in the Americans with Disabilities Act of 1990, as amended). During the liquidation period, the Fund will not pursue any new equipment lease and loan investment opportunities and will continue to manage end of lease options and investigate divestment opportunities for its portfolio.

Investment Objectives

The Fund’s principal investment objectives ~~are~~were to:

• Preserve, protect and return invested capital. The Fund ~~has~~ built a portfolio of equipment, equipment leases and loans, and other equipment-related investments with the objective of preserving, protecting and returning invested capital.

• Generate regular monthly cash distributions. The Fund ~~has~~ developed a portfolio of varied equipment types, transaction types, and clients, with a variety of long and short term transaction ~~durations~~ periods, with the objective of receiving regular cash from its investments. The Fund has generated cash through rental and interest payments from its clients, from the sale of equipment, from the sale of leases, and from other investments. In turn, the Fund ~~has~~ made regular monthly cash distributions since the initial closing date of its offering and ~~intends~~throughout toits ~~continue~~operating ~~making~~period ~~such~~and ~~distributions until~~liquidation ~~the~~period ~~end~~to ~~of its operating period~~date.

• Reduce the Fund’s overall risk through diversification of its portfolio. The Fund ~~has~~ diversified its portfolio by acquiring, directly or indirectly, different types of assets, by entering into or acquiring leases of different durations and by acquiring equipment and investing in other equipment-related transactions in different geographies and industries. Diversification of the Fund’s portfolio has reduced its risk of changes in any particular market sector or of any particular client’s willingness or ability to make payments under a lease. As the Fund divests its leased assets over the liquidation period, the composition of its portfolio will change and diversification may decrease.

• Generate investment returns that are not correlated to returns from listed stock and bond markets. The Fund has generated investment returns for its members that are not correlated to listed stock and bond markets. The Fund’s shares are not traded on any listed exchange and the value of the shares are not subject to fluctuations on those exchanges.

• Generate a favorable total return on investments. The Fund’s portfolio is structured with the objective of providing its members with a favorable total return on their investment.

The Fund has invested in equipment classes which include ~~rail equipment such as freight cars,~~ aviation equipment such as commercial jet engines and general and commercial aircraft, manufacturing equipment such as machine tools, technological equipment such as smart safes, and/or other types of equipment that the Manager determines may meet the Fund’s investment objectives. ToThe ~~date, the~~ Fund ~~has~~ invested in equipment located both within and outside the U.S., and all equipment purchased by the Fund has been leased to corporate clients.

When contemplating investments in equipment, the Manager ~~may~~considered ~~consider~~ a range of factors including the remaining economic useful life of the equipment, the anticipated residual value of the equipment, whether the equipment iswas new or used and the condition of the equipment, equipment registration and regulatory considerations, portfolio diversification, client considerations such as available financial information about the client and how essential the equipment iswas to the operations of the client, the cash flow profile of the equipment and the depth of the equipment market and exit mechanisms.

The Manager

The Fund’s manager is Macquarie Asset Management Inc. The Fund’s investment decisions are made by the Manager’s board of directors.

The Manager is a member of the Macquarie Group. Macquarie Group is a global financial services provider. It acts primarily as an investment intermediary for institutional, corporate and retail clients and counterparties around the world. Macquarie Group has built a uniquely diversified business. It has established leading market positions as a global specialist in a wide range of sectors, including resources, agriculture and commodities, energy and infrastructure, with a deep knowledge of Asia-Pacific financial markets.

Alignment of interests is a longstanding feature of Macquarie Group’s client-focused business, demonstrated by its willingness to both invest alongside clients and closely align the interests of shareholders and staff. Macquarie Group’s diverse range of services includes corporate finance and advisory, equities research and broking, funds and asset management, foreign exchange, fixed income and commodities trading, lending and leasing and private wealth management.

Macquarie Group Limited is listed on the Australia Stock Exchange (ASX:MQG; ADR:MQBKY) and is regulated by the Australian Prudential Regulation Authority, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Macquarie Group also owns a bank in the UK, Macquarie Bank International Limited, which is regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

Founded in 1969, Macquarie employs more ~~than~~ than 13,~~582~~800 people in over 2527 countries as of September 30, ~~2015~~2016 and had assets under management of $~~A504~~A493 billion.

The Manager forms part of ~~the~~Macquarie ~~division~~Group’s ~~responsible~~Corporate ~~for~~and ~~the~~Asset ~~majority~~Finance Group, which consists of ~~Macquarie~~an ~~Group’s~~asset ~~equipment~~finance ~~leasing~~business ~~activities~~which provides specialist finance and asset management solutions globally, and a lending business which provides primary financing to clients and invests in credit assets in secondary markets. As of September 30, ~~2015~~2016, the ~~Macquarie~~Corporate ~~Group’s equipment~~and ~~leasing~~Asset ~~business~~Finance Group had approximately $~~A21~~A38.31 billion of equipment leases ~~under~~and loans ~~management~~and ~~for its own account with~~ over ~~900~~ 1,350 employees located in North America, Europe, Asia and Australia/New Zealand. ~~These employees variously specialize in:~~

• lease origination across various equipment classes and industries;

• residual value investment determination and management;

• physical remarketing of equipment;

• technical assessment of equipment;

• client and asset management;

• equipment leasing technology platforms; and

• accounting, legal, tax and compliance services for equipment leases.

Examples of equipment currently or previously financed by the Macquarie Group under various lease structures include railcars, locomotives and trams, railway infrastructure, commercial jet aircraft engines, aircraft, semiconductor manufacturing equipment, maritime vessels, information technology equipment, utility equipment, telecommunications equipment, medical equipment, road transportation equipment, power stations, electricity grids, marshalling yards, handling equipment, environmental and energy equipment and construction equipment.

In managing the Fund, the Manager has access to the experienced leasing, funds management, and other resources of the Macquarie Group.

Industry

Both in the U.S. and abroad, the equipment leasing industry is large, segmented and highly competitive across products and geographic regions. The Fund carries on business in the U.S. and in foreign jurisdictions. The following figures (in U.S. Dollars) from the White Clarke Group ~~2015~~2016 Global Leasing Report provide an overview of the size of the global equipment leasing industry:

• Top 50 countries reported modest growth in new business volume of 16.78% to $~~884~~944 billion.

• North America comprises approximately ~~37.9%~~ 39% of annual world market volume, Europe 3734.7% and Asia 20.16%.

• The top 10 countries, measured by way of annual volume (in parentheses), are as follows: U.S. ($~~318~~337 billion), China ($89115 billion)., ~~Germany~~United Kingdom ($7178 billion), ~~United~~Germany ~~Kingdom~~ ($7068 billion), Japan ($6756 billion), ~~France~~Australia ($3435 billion), ~~Russia~~France ($2532 billion), ~~Sweden~~Canada ($2131 billion), ~~Italy~~Sweden ($19 billion) and ~~Canada~~Italy ($1218 billion).

The Fund operates across a number of segments within the equipment leasing industry. The Fund ishas operated primarily as a global equipment leasing company with a focus on providing ~~primarily~~ primarily non-full payout (operating) leases to mainly corporate clients across a range of equipment classes, although it ~~has and will continue~~also toentered ~~enter~~ into small ticket lease transactions and full payout loans and leases during its operating period. Its returns ~~are~~have been influenced by competitive conditions existing within the equipment leasing industry, including general economic conditions and the ~~its~~Fund’s ability to provide lease pricing and terms and structures which ~~are~~were attractive versus competitors.

For further information regarding the Fund’s geographic revenues and assets, and major customers, see Item 8 of this report under the caption “Financial Statements and Supplementary Data – Notes to the Financial Statements,” at Notes 2 through 5 thereof, which information is hereby incorporated by reference.

Competition

The commercial leasing and financing industry is highly competitive and is characterized by competitive factors that vary based upon product and geographic region. The Fund’s competitors are varied and include other equipment leasing and finance funds, hedge funds, private equity funds, captive and independent finance companies, commercial and industrial banks, manufacturers and vendors.

Other equipment finance companies or their affiliated financing companies may be in a position to offer equipment to prospective customers on financial terms that are more favorable than those that we have offered. There are numerous other potential entities, including entities organized and managed similarly to us, seeking to make investments in leased equipment. Many of these potential competitors are larger and have greater financial resources than us.

Existing Portfolio – Status Report

As of December 31, ~~2015~~2016, our portfolio is represented by the investments as described below, aggregating to a total investment amount of $8257,~~541~~978,~~102~~387 (net of disposals). The Fund disposed of one GA8-TC320 Airvan aircraft, a portfolio of flatbed rail cars, a portfolio of racetrack equipment and a Bombardier CRJ 700 ER aircraft during the year ended December 31, 2016. The Fund acquired bus manufacturing equipment and disposed of self-serve checkout equipment during the year ended December 31, 2015. As of December 31, ~~2015~~2016 and ~~2014~~ 2015, there were concentrations (greater than 10% as a percentage of total equipment cost) of equipment in certain sectors as follows:

		Percentage of Total Equipment Cost
Sector	Asset Type	2015			2014
Aviation	Aircraft engines (2 x CFM56-7B jet engines)		31	%		31	%
Aviation	Aircraft Bombardier CRJ 700 ER		12	%		12	%
Technology	Self-serve checkout equipment		**			*
Railcars	Flat bed rail cars		*			*
Technology/Transportation	Racetrack equipment		*			*
Technology	Smart safes		*			*
Manufacturing Equipment	Machine tool equipment		*			*
Aviation	Aircraft (Airbus model A320-200)		24	%		24	%
Retirement Community/Assisted Living	Furniture		*			*
Aviation	GA8-TC320 Airvan Aircraft		*			*
Manufacturing Equipment	Bus manufacturing equipment		*			**

		Percentage of Total Equipment Cost
Sector	Asset Type	2016			2015

Aviation	Aircraft engines (2 x CFM56-7B jet engines)		44	%		31	%
Aviation	Bombardier CRJ 700 ER aircraft		**			12	%
Railcars	Flat bed rail cars		**			*
Technology/Transportation	Racetrack equipment		**			*
Technology	Smart safes		*			*
Manufacturing Equipment	Machine tool equipment		*			*
Aviation	Aircraft (Airbus model A320-200)		34	%		24	%
Retirement Community/Assisted Living	Furniture		*			*
Aviation	GA8-TC320 Airvan Aircraft		*			*
Manufacturing Equipment	Bus manufacturing equipment		*			*

* Less than 10%

** Not in Existence

6In addition, the Fund has a portfolio of loan receivables, including a $15,000,000 facility entered in January 2016 with a U.S. drilling company and two facilities with an Australian aircraft manufacturer, entered in 2014 and 2015, for a total amount of $1,119,503, net of fees received.

The Fund ~~also~~ entered into ~~two~~a ~~participation~~limited recourse loan ~~agreements~~agreement with ~~related~~a ~~parties~~credit ~~during~~limit ~~the year. As~~ of ~~December 31~~$16,750,000 in 2015, the ~~Fund~~full ~~had~~amount aof ~~receivable~~which ofwas ~~$7,975,953~~drawn ~~under~~down ~~one~~in ~~of these~~October ~~agreements~~2015, ofwith ~~which~~the ~~$3,078,083~~Fund’s leased ~~was~~CFM56-7B ~~received~~jet inengines ~~January~~pledged ~~2016~~as collateral.

In addition to the above transactions, the Fund entered into a limited recourse loan agreement with a credit limit of $16,750,000 in 2015 with the Fund’s leased CFM56-7B jet engines pledged as collateral.

Equipment Leasing Activities

The Fund has ~~acquired~~ a diversified portfolio of equipment. The ~~following~~Fund ~~table~~did ~~sets~~not ~~forth~~complete ~~the~~any ~~transactions~~acquisitions ~~entered into by the Fund~~ during the year ended December 31, ~~2015~~ ~~and the types of asset financed:~~2016.

Sector	Asset Type	Purchase Price		Percentage of Total Acquisitions
Manufacturing Equipment	Bus manufacturing equipment	$	856,751		100%
		$	856,751

The following table sets forth the transactions entered into by the Fund during the year ended December 31, 2015 and the types of asset financed:

The following table sets forth the sale transactions entered into by the Fund during the years ended December 31, 2015 and 2014, and the types of assets disposed of:

Sector	Asset Type	Purchase Price		Percentage of Total Acquisitions

Manufacturing Equipment	Bus manufacturing equipment	$	856,751		100	%

		$	856,751

		2015				2014
Sector	Asset Type	Sale Price		Gain (Loss) on Sale		Sale Price		Gain (Loss) on Sale
Retirement Community/Assisted Living	Furniture	$	-	$	-	$	132,953	$	95,910
Aviation	GA8-TC320 Airvan Aircraft		-		-		1,450,563		(28,608	)
Technology	Self-serve checkout equipment		225,500		11,275		-		-
		$	225,500	$	11,275	$	1,583,516	$	67,302

The following table sets forth the sales of the Fund’s leased equipment during the years ended December 31, 2016 and 2015, and the types of assets disposed of:

During the years ended December 31, 2015 and 2014, certain leases generated significant portions (defined as 10% or more) of the Fund’s total leasing revenues. Each asset type listed below relates to one lessee. Concentrations were as follows:

		2016		2015

Sector	Asset Type	Sale Price		Sale Price

Technology	Self-serve checkout equipment		-		225,500
Aviation	Bombardier CRJ 700 ER Aircraft		7,300,000		-
Railcars	Flat bed rail cars		9,626,000		-
Aviation	GA8-TC320 Airvan Aircraft		553,025		-
Transportation	Racetrack equipment		1,502,635		-

		$	18,981,660	$	225,500

		Percentage of Total Leasing Revenues
Sector	Asset Type	2015			2014
Aviation	Aircraft engines (2 x CFM56-7B jet engines)		19	%		18	%
Aviation	Aircraft (CRJ 700 ER aircraft and 2 x CF 34 jet engines)		15	%		16	%
Technology	Self-serve checkout equipment		*			*
Railcars	Flat bed rail cars		12	%		12	%
Technology/Transportation	Racetrack equipment		*			*
Manufacturing Equipment	Machine tool equipment		12	%		11	%
Aviation	Aircraft (Airbus model A320-200)		21	%		23	%
Technology	Smart safes		*			*
Retirement Community/Assisted Living	Furniture		*			*
Aviation	GA8-TC320 Airvan Aircraft		*			*
Manufacturing Equipment	Bus manufacturing equipment		*			**

During the years ended December 31, 2016 and 2015, certain leases generated significant portions (defined as 10% or more) of the Fund’s total leasing revenues. Each asset type listed below relates to one lessee. Concentrations were as follows:

		Percentage of Total Leasing Revenues
Sector	Asset Type	2016			2015

Aviation	Aircraft engines (2 x CFM56-7B jet engines)		21	%		19	%
Aviation	Aircraft (CRJ 700 ER aircraft and 2 x CF 34 jet engines)		19	%		15	%
Technology	Self-serve checkout equipment		**			*
Railcars	Flat bed rail cars		*			12	%
Technology/Transportation	Racetrack equipment		*			*
Manufacturing Equipment	Machine tool equipment		13	%		12	%
Aviation	Aircraft (Airbus model A320-200)		22	%		21	%
Technology	Smart safes		*			*
Retirement Community/Assisted Living	Furniture		*			*
Aviation	GA8-TC320 Airvan Aircraft		*			*
Manufacturing Equipment	Bus manufacturing equipment		*			*

* Less than 10%

** Not in Existence

These percentages are not expected to be ~~comparable~~ comparable in future periods, as the Fund is now in its liquidation period.

Employees

The Fund has no direct employees. The Manager has full and exclusive control over the Fund’s management and operations.

Available Information

Our Annual Report on Form 10-K, our most ~~recent~~ recent Quarterly Reports on Form 10-Q and any amendments to those reports and our Current Reports on Form 8-K and any amendments to those reports are available free of charge on our Manager’s internet website at http://www.macquarie.com/mami following their electronic filing with the Securities and Exchange Commission (the “SEC”). The information contained on our Manager’s ~~website~~ website is not deemed part of this Annual Report on Form 10-K. The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC, 20549, on official business days during the hours of 10.00am to 3.00pm. Our reports are also available on the SEC’s website at http://www.sec.gov.

Item 1A.

Risk Factors

Risk factors have been omitted as permitted under rules applicable to smaller reporting companies.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

The Fund does not own or lease any real property, plant or material physical properties other than the equipment that may be held for lease or resale from time to time as contemplated in Item 1 of this Annual Report on Form 10-K.

Item 3.

Legal Proceedings

~~None~~In the ordinary course of conducting our business, there may be certain claims, suits and complaints filed against us. In the opinion of management, the outcome of such matters, if any, will not have a material impact on our financial position. No material legal proceedings are currently pending or threatened, to our knowledge, against us or against any of our assets.

Item 4.

Mine Safety Disclosures

Not Applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There are certain material conditions and restrictions on the transfer of shares imposed by the terms of the Fund’s operating agreement between the Fund and the Manager. Consequently, there is no public market for shares and it is not anticipated that a public market for shares will develop.

Members

As of December 31, ~~2015~~2016, the Fund ~~had~~ had a total of 2,~~526~~506 members.

Share Valuation

In order for Financial Industry ~~Regulatory~~ Regulatory Authority, Inc. (“FINRA”) members to include an estimate of a per share value on a customer account statement, we are required pursuant to NASD Rule 2340(c) to disclose in each annual report distributed to our members a “per share” estimated ~~value~~ ~~of our shares~~value, the method by which we developed the estimated value, and the date of the financial reports used to develop the estimated value. ~~Our~~The initial report related to the Fund’s estimated per share valuation was filed with the SEC on June 17, 2016 for the period ended December 31, 2015. Our Manager has prepared the estimated per share values and confirmed certain of the values with the assistance of third party valuation ~~services~~ experts, or valuation services. The estimate ~~estimates~~ of our per share value is based on the orderly liquidation of our assets and liabilities ~~that~~ and is more fully described below. In addition, our Manager prepares ~~statements~~a statement of our estimated per share ~~values~~value to assist fiduciaries of of retirement plans subject to the annual reporting requirements of Employee Retirement Income Security Act (“ERISA”) in the preparation of their reports relating to an investment in our shares. This estimated value is provided to assist plan fiduciaries in fulfilling their annual valuation and reporting responsibilities and should not be used for any other purpose.

During the offering of our shares, and for a period of up to 18 months after the end of our offering period, the value of our shares was estimated to be the offering price of $10.00 per share (without regard to purchase price discounts for certain categories of purchasers), as adjusted for any special distribution of net sales proceeds. Our offering period ended on March 19, 2012.

Following the termination of the offering ~~of our shares~~period, the estimated value of our shares ishas been based on the estimated amount that a holder of a share would receive if all of our assets were sold in an orderly liquidation as of the close of our fiscal year and all proceeds from such sales, without reduction for transaction costs and expenses, together with any cash held by us, were distributed to the members upon liquidation. To estimate the amount that our members would receive upon such liquidation, we calculate the sum of: (i) the fair market value of our leases, equipment held for sale or lease, and other assets,; and (ii) our cash on hand. From this amount, we ~~then~~ subtract our total debt outstanding and then divide that sum by the total number of shares outstanding. This methodology conforms to industry standards offor equipment leasing investment programs. The value of our shares as of December 31, ~~2015~~2016 is estimated to be $5.55 per share. Total distributions to shareholders on a per share basis in 2016 had a cumulative value of approximately $4.21 per share. The reduction in the estimated per share value of the Fund from $9.33 (being the estimated per share value of the Fund as of December 31, 2015) to $5.55 is primarily due to these liquidating distributions.

The foregoing valuation is an estimate only, and we may subsequently revise this valuation. The methodology utilized by our management in estimating our per share value is subject to various limitations and is ~~are~~ based on a number of assumptions and estimates that may or may not be accurate or complete. No liquidity discounts or discounts relating to the fact that we are currently externally managed were applied to our estimated per share valuation, and no attempt was made to value us as an enterprise. Further information related to the development of the per share valuation is available from the Form 8-K report filed by the Fund with the SEC on February 16, 2017.

As noted above, the foregoing valuation was performed solely for the ERISA and FINRA purposes described above and was based solely on our Manager’s perception of market conditions. ~~and~~The ~~the~~ types and amounts of our assets as of the reference date for such valuation has been confirmed through third party services, and should not be viewed as an ~~accurate reflection~~independent assessment of the value of our shares or our assets. ~~No independent valuation was sought.~~ In addition, as stated above, as there is no significant public trading market for our shares at this time and none is expected to develop, there can be no assurance that limited partners could receive $95.3355 per share if such a market did exist and they sold their shares or that they will be able to receive such amount for their shares in the future. Furthermore, there can be no assurance:

· as to the amount investors may actually receive if and when we seek to liquidate our assets or the amount of lease payments and asset disposition proceeds we will actually receive over our remaining term; the total amount of distributions our members may receive may be less than $95.3355 per share.

that the foregoing valuation, or the method used to establish value, will satisfy the technical requirements imposed on plan fiduciaries under ERISA; or

that the foregoing valuation, or the method used to establish value, will not be subject to challenge by the Internal Revenue Service if used for any tax (income, estate, gift or otherwise) valuation purposes as an indicator of the current value of the Interests.

The repurchase price we offer in our ~~repurchase~~ redemption plan utilizes a different methodology than that which we use to determine the current value of our shares for the ERISA and FINRA purposes described above and, therefore, the $95.3355 per share does not reflect the amount that a member would ~~currently receive~~ receive under our repurchase plan. In addition, there can be no assurance that a member will be able to redeem their shares under our ~~repurchase~~redemption plan if the plan were presently active. To coincide with the beginning of the Fund’s liquidation period which commenced on July 1, 2016, the Manager suspended the Fund’s redemption plan. However, the Manager reserved the right to approve member requests for redemptions in cases of death or proof of disability (as the term is defined in the Americans with Disabilities Act of 1990, as amended).

Distributions

The Fund declared ~~monthly~~ distributions to ~~our~~its members ~~totaling~~ totaling $738,~~476~~696,~~254~~115 and $7,~~538~~476,~~554~~254 during the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

While the Fund anticipates that it will continue to make monthly cash distributions, it may vary the amount of, or completely suspend making, distributions at any time and without notice.

Equity Compensation Plans

We do not have any securities authorized for issuance under any equity compensation plan.

Share Repurchases

We repurchased 98113,~~828~~995 shares during the year ended December 31, ~~2015~~2016 compared to repurchases of 6398,~~067~~828 shares during the year ended December 31, ~~2014~~2015. The repurchase amounts are calculated according to a specified repurchase formula pursuant to our operating agreement. Repurchased shares have no voting rights and do not share in distributions with other members. Our operating agreement limits the number of shares that can be repurchased in any one year and repurchased shares may not be reissued.

AThere ~~summary~~were ofno ~~the~~ shares repurchased during ~~the~~ the quarter ended December 31, ~~2015 is as follows:~~2016.

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
October 1 to October 31, 2015		33,823	$	7.93		33,823		-
October 1 to October 31, 2016		-	$	-		-		-
November 1 to November 30, 2015		-		-		-		-
November 1 to November 30, 2016		-		-		-		-
December 1 to December 31, 2015		-		-		-		-
December 1 to December 31, 2016		-		-		-		-
Total		~~33,823~~-	$	~~7.93~~-		~~33,823~~-		-

Item 6.

Selected Financial Data

Not applicable.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our current financial position and results of operations as of and for the year ended December 31, ~~2015~~2016. This discussion should be read together with the Fund’s financial statements contained under Item 8 of this Annual Report on Form 10-K. This discussion should also be read in conjunction with the disclosures above regarding “Forward-Looking Statements.”

Overview

Macquarie Equipment Leasing Fund, LLC, a Delaware limited liability company, was formed on August 21, 2008 for the purpose of ~~acquiring~~being an equipment leasing program that acquired or ~~originating~~originated a diversified portfolio of equipment and equipment leases and loans, and other equipment-related investments. The majority of the Fund’s ~~also~~equipment ~~makes~~is ~~investments~~leased into ~~loans~~corporate ~~collateralized~~clients. byThe ~~equipment,~~Fund’s ~~and~~objective ~~other~~was ~~equipment-related~~to generate income through ~~transactions~~the ~~which~~collection ~~will~~of ~~allow~~lease itrentals, tointerest ~~directly~~income, orand ~~indirectly~~other ~~participate~~revenues, inas well as through the ~~benefits~~sale of leased and ~~risks~~off oflease equipment and ~~ownership~~other orportfolio ~~usage~~investments. The Fund’s fiscal year end is December 31.

The initial closing date for the Fund was March 5, 2010, the date at which the Fund raised over $2,500,000 and reached the minimum offering amount. The Fund’s offering was for a total of 15,000,000 shares at a price of $10.00 per share, subject to certain reductions. The Fund also offered up to 800,000 ~~shares~~ shares pursuant to its Distribution Reinvestment Plan (“DRP”) at a public offering price of $9.00 per share. The Manager ~~made~~ made capital contributions to the Fund totaling $1,505,000. ~~The Fund’s fiscal year end is December 31.~~

The Fund’s offering period ended on March 19, 2012. ~~and~~The ~~the~~ Fund’s operating period commenced on that date. The Fund ~~will~~acquired ~~continue to acquire~~ and ~~dispose~~ disposed of equipment, ~~equipment~~entered ~~leases~~into equipment lease and other equipment-related transactions orand ~~make~~made loans secured by equipment collateral during the operating period. During the operating period, the Fund ~~generates~~generated cash from equipment leases and loans. In addition, as owned equipment ~~comes~~has ~~off~~come off lease, the Fund ~~will~~has either ~~sell~~sold or re-~~lease~~leased that equipment. Thus, the Fund has also ~~generates~~generated cash through the sale of owned equipment. The Fund ~~intends~~reinvested ~~to reinvest~~ equipment sale proceeds and cash generated from equipment investments into additional equipment during the operating period to the extent that the cash iswas not required to pay distributions and expenses or be set aside as reserves. The Fund’s revenue ishas been impacted by the timing of when sales proceeds can be invested in new equipment transactions. During any fiscal period, the Fund’s revenue may behave been higher or lower depending on when equipment ~~comes~~ came off lease and the time it ~~takes~~ took to re-lease or sell the equipment.

The Fund’s ~~liquidation~~operating period isceased ~~scheduled~~on toJune ~~begin~~30, 2016 and its liquidation period commenced on July 1, 2016 , and may last for a period of up to three years. To coincide with the beginning of the Fund’s liquidation period, the Manager suspended the Fund’s redemption program. However, the Manager reserved the right to approve member requests for redemptions in cases of death or proof of disability (as the term is defined in the Americans with Disabilities Act of 1990, as amended). During the liquidation period, the Fund will not pursue any new equipment lease and loan investment opportunities and will continue to manage end of lease options and investigate divestment opportunities for its portfolio.

Equipment leasing activity levels are impacted by general economic conditions in global and local economies including the level of interest rates in various jurisdictions and more specifically business appetite for investment in new and used equipment. The availability of liquidity to finance equipment for counterparties on satisfactory terms as well as business confidence to invest in equipment throughout the cycles impacts on the equipment leasing volumes and pricing in the marketplace. Pricing in the global equipment finance market has become more competitive in recent years due to the reduction in interest rates in the U.S. and Europe and entry into the market of investors seeking income or yield.

Recent Transactions

We engaged in the following transactions during ~~2015~~2016:

~~Participating~~Loan ~~Interests in Finance Facilities~~Receivables

In ~~June~~January ~~2015~~2016, the Fund entered into aan ~~participation~~ agreement with ~~Macquarie~~a ~~Bank~~U.S. ~~Limited~~drilling ~~London~~company ~~Branch~~to ~~(“MBL~~provide ~~UK”),~~ a ~~member~~finance offacility ~~the Macquarie Group~~ of ~~companies,~~up to ~~provide financing of~~ $315,~~745~~000,~~028~~000. toThe ~~participate~~finance ~~in an existing~~ facility ~~previously~~has ~~provided by MBL UK to~~ a ~~UAE~~term ~~information~~of ~~technology~~two ~~distribution~~years and ~~company.~~an ~~The~~interest ~~loan~~rate ~~had a term~~ of 6010% ~~days~~per ~~from disbursement~~year. The ~~Fund’s~~loan ~~advance~~is ~~was~~secured ~~paid~~by toone ~~MBL~~of ~~UK and~~ the ~~Fund~~drilling ~~was~~company’s ~~scheduled to~~land-based ~~receive~~rigs ~~principal~~ and ~~interest~~a ~~payments~~three ~~from~~year ~~MBL UK. Repayment is predicated on MBL UK receiving principal and interest payments~~drilling ~~from~~rig ~~the~~operating ~~underlying counterparty~~contract. The ~~transaction~~loan ~~was~~is recorded as a ~~participating interest –~~ loan receivable ~~on the Fund’s Balance Sheet~~ and ~~recognized~~carried at amortized cost. The Fund recognizes interest income using the effective interest method. The loan is unsecured with the Fund being entitled to a pro-rata portion of MBL UK’s credit insurance in the event of a default. The loan was fully repaid in August 2015. During the second half of 2015, the Fund provided additional financing of $16,039,857 to participate in the existing facility under the same agreement, of which $8,063,904 was repaid in 2015. The balance outstanding on the Fund’s Balance Sheet ~~as of December 31, 2015 was $7,975,953~~. The ~~In January 2016, the~~ Fund ~~received~~recognizes ainterest ~~repayment of $3,078,083, with the remaining balance due in February 2016.~~income

using the effective interest method.

InThe ~~March~~drilling ~~2015,~~company ~~the~~paid ~~Fund~~commitment ~~entered~~fees ~~into~~and aother ~~participation~~upfront ~~agreement~~payments ~~with~~of ~~Macquarie~~$330,000 ~~Equipment~~to ~~Capital,~~the ~~Inc~~Fund. ~~(“MECI”)~~$140,000 ~~a member~~ of the ~~Macquarie~~fees ~~Group~~were ~~of companies,~~paid toupon ~~provide~~execution ~~financing~~ of ~~$4,995,979~~the toterm ~~participate~~sheet, inand anthe ~~existing facility previously provided by MECI to a U.S.~~remaining ~~information~~$190,000 ~~technology~~in ~~distribution~~fees ~~company.~~were ~~The~~paid ~~loan~~from ~~had~~the aamount ~~term~~funded ofby 44the ~~days from disbursement. The~~ Fund’s ~~advance~~under ~~was paid~~the toterms ~~MECI~~of ~~and~~ the ~~Fund~~finance ~~received~~facility ~~principal~~at ~~and interest payments from MECI~~closing. ~~Repayment~~The ~~was predicated on MECI receiving~~commitment ~~principal~~ and ~~interest~~upfront ~~payments~~fees ~~from~~are ~~the~~included ~~underlying counterparty. The transaction was recorded~~ as a ~~participating~~reduction ~~interest –~~to ~~loan~~the ~~receivable~~carrying onvalue of the ~~Fund’s~~loan ~~Balance Sheet~~ and ~~recognized~~are at amortized ~~cost.~~to ~~The Fund recognized~~ interest income using the effective interest rate method. The ~~loan was unsecured with the~~ Fund ~~being~~capitalized ~~entitled~~other tocosts aof ~~pro-rata~~$237,740 ~~portion~~which ~~of MECI’s~~were ~~credit~~directly ~~insurance~~related into the ~~event~~origination of athe ~~default~~facility. These ~~The~~costs ~~loan~~are ~~was~~included ~~fully~~as ~~repaid~~an inincrease ~~May~~to ~~2015.~~the ~~Subsequent~~amount todue ~~repayment~~under the ~~Fund~~ ~~provided~~facility ~~additional~~and ~~financing~~are ofrecognized ~~$14,419,450~~ to ~~MECI~~income tousing ~~participate in~~ the ~~same~~effective ~~facility. The funding was fully repaid~~interest ~~in 2015~~method.

~~Finance~~GA8-TC320 ~~Facility~~Airvan Aircraft

In ~~October~~January ~~2015~~2016, the ~~Fund~~lessee ~~agreed~~of tothe ~~extend~~Fund’s ~~the~~GA8-TC320 ~~existing~~Airvan ~~finance facility with an Australian~~ aircraft ~~manufacturer~~exercised ~~that~~the ~~was~~early ~~initially~~buyout ~~entered~~option inon ~~November~~its ~~2014~~lease ~~for~~and arepurchased ~~period~~ one of 24the ~~months. The Australian~~ aircraft ~~manufacturer~~it ishad ~~required~~been toleasing from ~~pay monthly installments of $7,597 over~~ the ~~extended~~Fund. ~~term~~The ~~of the~~lessee ~~facility~~paid ~~and~~ a ~~final~~purchase ~~installment~~price of $~~395~~553,~~706~~025 onand the ~~first~~Fund ~~day~~recognized ~~of the last month in the term. The loan is recorded as~~ a ~~loan receivable~~gain ~~and recorded at amortized cost~~ on the ~~balance~~sale ~~sheet.~~in ~~The Fund recognizes interest income using~~ the ~~effective~~first ~~interest~~quarter of ~~method~~2016.

InRailcar ~~November~~Portfolio 2015, the Fund entered into an agreement with the Australian aircraft manufacturer to provide an additional finance facility of $579,503 for a period of 24 months. The Australian aircraft manufacturer is required to pay monthly installments of $9,200 over the term of the facility and a final installment of $467,697 on the first day of the last month in the term. The loan is secured by a GA8-TC320 aircraft. The loan is recorded as a loan receivable and recorded at amortized cost on the balance sheet. The Fund recognizes interest income using the effective interest method.

~~Extension~~In April 2016, the Fund committed to a plan to sell its railcar portfolio and received a deposit of ~~Airbus~~$250,000 ~~A320-200~~from ~~Aircraft~~a ~~Lease~~U.S. purchaser in May 2016. The sale was completed in July 2016 and the Fund received an additional payment of sale proceeds of $9,376,000 from the buyer. As a result of the completion of the sale of the railcar portfolio, the Fund recognized a gain on sale in July 2016.

InBombardier ~~June~~CRJ ~~2015,~~700 ~~the~~ER Fund agreed to extend the lease for its Airbus A320-200 aircraft which was initially acquired in May 2013. The aircraft is leased to an airline based in Oceania that operates internationally. The lease was extended for a period of 30 months from June 2015. The lease is recorded as an operating lease on the Fund’s Balance Sheet with rental income recognized on a straight-line basis over the lease term.Aircraft

~~Sale~~In March 2016, the Fund entered into a purchase and sales agreement (“PSA”) to sell its Bombardier CRJ 700 ER aircraft. Under the terms of ~~Self-Service~~the ~~Checkout~~PSA, ~~Equipment~~the Fund received a payment of $7,050,000 for the sale in addition to a $250,000 deposit, which was received in October 2015. Upon execution of the PSA, beneficial interest in the aircraft passed to the buyer. However, the aircraft was not delivered and legal title was not transferred to the buyer until September 2016. The Fund recognized a gain on sale in September 2016.

AtThe ~~the~~Fund ~~expiration~~also ofrecognized ~~its~~additional ~~lease for self-service~~finance ~~checkout~~and ~~equipment~~rental income in September ~~2015,~~ ~~the~~2016 ~~lessee~~due ~~exercised~~to ~~its purchase option for~~ the ~~equipment~~release ~~and~~of the ~~Fund~~maintenance ~~sold~~reserves ~~the~~relating ~~equipment~~ to ~~the~~this ~~lessee for $225~~aircraft,~~500.~~ ~~The~~as ~~Fund~~management ~~recognized~~assessed that ano ~~gain~~further onreimbursements ~~sale~~from ofsuch ~~$11,275~~reserves ~~during~~were ~~the~~required ~~year~~to ~~ended~~be ~~December~~paid ~~31,~~to ~~2015~~the lessee.

~~Long-Term~~Racetrack ~~Debt~~Equipment

InOn ~~September~~August ~~2015~~23, 2016, the Fund ~~entered~~signed an agreement ~~into~~with athe ~~limited~~lessee ~~recourse~~of ~~loan~~its ~~agreement.~~racetrack ~~The~~equipment ~~facility~~which ~~has~~amended athe ~~credit~~original ~~limit~~lease ofagreement ~~$16,750,000~~to ~~with~~allow the ~~Fund’s~~lessee ~~leased~~to ~~CFM56-7B aircraft~~acquire ~~engines~~the ~~pledged~~racetrack equipment asfrom ~~collateral.~~the ~~The~~Fund ~~facility~~at ~~has~~the aend ~~term~~ of ~~four~~the ~~years~~lease ~~and~~in ~~bears~~November ~~interest of 3~~2016.~~192%~~ ~~per~~Total ~~year.~~proceeds ~~The~~were ~~Fund drew~~$1,502,635, ~~down~~comprised ~~the~~of ~~full~~sale ~~amount~~proceeds of $1,275,000 ~~the~~received ~~facility~~ in ~~October~~the ~~2015.~~third ~~The~~quarter ~~loan~~of is2016 ~~recorded~~and asthe ainitial ~~loan~~deposit ~~payable~~of ~~and~~$227,635 ~~recorded~~received at ~~amortized cost~~lease ~~on the balance sheet~~inception. The Fund ~~will~~recognized a ~~recognize~~gain ~~interest~~on ~~expense~~sale ~~using~~in ~~the~~August ~~effective~~2016 ~~interest~~upon ~~method.~~the ~~Costs~~amendment ~~associated with~~of the ~~loan~~lease, ~~are recognized~~ as a ~~reduction~~result toof the ~~loan~~sale ~~balance and recognized over the life~~ of the ~~loan~~racetrack ~~using the effective interest method~~equipment.

Results of Operations for the Year Ended December 31, 2016

The Fund entered its liquidation period on July 1, 2016. During the liquidation period, the Fund will continue to manage end of lease options and investigate divestment opportunities for its portfolio. These activities are reflected in the results of operations, balance sheet movements and liquidity analysis below.

Total revenue for the year ended December 31, 2016 increased by $5,393,419 to $17,949,114 primarily due to;

Gains of $5,115,704 on the sales of leased equipment;

Higher interest income of $1,499,410 mainly due to the Fund’s loan to the U.S. drilling company, the full amount of which was drawn down in January 2016; and

Lower finance and rental income of $1,378,862 due to the aforementioned sales of the leased assets, net of the release of maintenance reserves for the aforementioned Bombardier CRJ 700ER aircraft.

Total expenses for the year ended December 31, 2016 decreased by $212,826 to $6,372,531 primarily due to;

Lower depreciation expense of $866,583 due to the aforementioned sales of operating lease assets; and

The year ended December 31, 2015 included an impairment charge of $165,556 which did not recur in 2016; partially offset by,

An increase in interest expense of $392,072 as 2016 included a full year of interest while 2015 only included 3 months (as the loan from the Japanese bank was drawn in October 2015); and

~~Vendor~~· ~~Finance~~The ~~Program~~fees to the Manager increased by $312,209 as a result of higher distributions declared during 2016, for which the Manager receives a 1% fee.

~~During~~As ~~2015, the Fund developed~~ a ~~vendor finance~~result, ~~program with an Australian aircraft manufacturer to provide finance to potential customers. In consideration for~~ the Fund’s ~~time~~ ~~and~~net ~~expense~~income ~~incurred developing~~ for the ~~vendor~~year ~~finance~~ended ~~program~~December 31, ~~the~~2016 ~~Australian~~increased ~~aircraft~~by ~~manufacturer agreed to pay a~~ $~~150~~5,~~000 program~~606,245 ~~development fee~~ to ~~the Fund in installments of~~ $5011,~~000. As the program development fee is deferred and recognized over the life of the contract~~576,583 ~~the~~as ~~Fund~~compared ~~recognized~~to ~~income of~~ $85,~~958~~970,338 ~~from the vendor finance program~~ for the year ended December 31, 2015.

~~Results~~Inflation ofand ~~Operations~~changing ~~for~~prices have not had a material impact on the ~~Year~~Fund’s ~~Ended~~leasing and interest revenue, net sales and income from continuing operations for the years ended December 31, 2016 and 2015, respectively.

Total revenue for the year ended December 31, 2015 was $12,555,695 compared to $12,566,909 for the year ended December 31, 2014. The decrease of $11,214 was primarily due to a decrease in rental income of $395,133, driven by the decrease in rentals on the Fund’s Airbus A320-200 aircraft and Bombardier CRJ 700 ER aircraft and a decrease in net gain on sale of leased equipment of $56,027 in 2015 when compared to 2014. These decreases were partially offset by an increase in interest income of $446,814. The increase in interest income was driven by the Fund’s loan and participation agreements with MBL UK and MECI, which were entered in the fourth quarter of 2014 and existed throughout 2015 as described in the Recent Transactions section above.

Total expenses for the year ended December 31, 2015 were $6,585,357 compared to $6,618,679 for the year ended December 31, 2014. The decrease of $33,322 was primarily due to the following: other expenses decreased by $191,950 due to one-off transaction origination costs incurred in 2014 which were written off, a decrease in depreciation expense of $110,154 due to sales of leased equipment in 2015, and a decrease in asset management fees of $13,522 driven by decreases in rentals for the Fund’s A320-200 aircraft. These decreases were partially offset by recognition of an impairment loss of $165,556 for one of the Fund’s operating leases and interest expense of $127,145 incurred for a loan facility entered during the fourth quarter of 2015.

As a result, the Fund’s net income for the year ended December 31, 2015 was $5,970,338 as compared to $5,948,230 for the year ended December 31, 2014, an increase of $22,108.

Inflation and changing prices have not had a material impact on the Fund’s leasing and interest revenue and income from continuing operations for the years ended December 31, 2015 and 2014, respectively.

The Fund evaluated a number of equipment transactions during 2015 and closed some of these transactions. The Fund continues to pursue additional equipment lease and loan investment opportunities.

Financial Condition

This section discusses the major balance sheet ~~variances~~movements from ~~2015~~ 2016 compared to ~~2014~~2015.

Total Assets

Total assets ~~increased~~decreased by ~~$14,700,396,~~ ~~from~~ $7932,~~507~~006,~~085~~702 ~~as of December 31, 2014~~ to $9462,207,481 as of December 31, 2015. The increase in total assets during 2015 was primarily due to an increase in cash and cash equivalents of $14,060,586 and increases in other operating assets. These increases were offset by a decrease in operating lease assets of $5,060,979. The increase in cash was driven by the net proceeds from a new loan facility of $16,692,384, rents collected during the period and loan principal repayments of $15,099,150 by MBL UK and $19,415,429 by MECI. The aforementioned increases in cash were offset by decreases for funding new participation agreements of $39,200,~~313, cash distributions paid to members of $7,482,968, an~~779 acquisition of leased assets for $856,751 and a new finance facility of $579,503. The increase in other operating assets was due to a net increase in participating interest - loans receivable of $4,685,734 from new participation agreements, an increase in lease receivables of $315,800 due to unpaid rents as of December 31, ~~2015,~~2016 ~~and~~primarily anas ~~increase in loan receivables of $537,715 related to~~ a ~~new~~result ~~finance facility. Operating lease assets decreased during the period due to depreciation expense~~ of ~~$4,681,198, the sale of self-service checkout equipment, and an impairment loss of $165,556.~~:

13· Depreciation expense relating to operating lease assets of $3,814,615 along with a decrease of $14,203,698 from the sales of the aforementioned lease assets, offset by $18,504,025 in sale proceeds;

A reduction in cash of $38,703,860 from the payment of distributions, offset by $9,655,223 from routine cash flows from operations such as lease rental income and operating expense payments;

Loan receivables increased by $11,522,588 primarily as a result of the new loan issued to the U.S. drilling company (offset by a corresponding decrease in cash); and

Participating interest – loan receivables (related party) decreased by $7,575,953 due to the net receipt of outstanding balances from the prior year end (offset by a corresponding increase in cash).

The decrease in total assets reflects the Fund’s divestment of its leased assets during the liquidation period as well as cash payments made by the Fund for distributions to members.

Total Liabilities

Total liabilities ~~increased~~decreased by $164,~~985~~044,~~823, from~~299 to $316,~~978~~919,~~434~~958 as of December 31, ~~2014~~2016 toprimarily ~~$20,964,257~~ as ofa ~~December 31, 2015. The increase in total liabilities was comprised of an increase in long-term debt of $16,412,777 including accrued interest which is the~~ result of the Fund drawing down on a new loan facility, an increase in other payables of $374,902 mostly related to a deposit of $250,000 received from a potential buyer of the Bombardier CRJ 700 ER aircraft, and a commitment fee of $140,000 paid to the Fund for a finance facility which closed in January 2016, and an increase in maintenance reserve payable of $152,729.:

~~Equity~~· The release of the maintenance reserve liability into income;

~~Equity~~· ~~decreased~~A byreduction ~~$2,285,427,~~in ~~from~~our ~~$75,528,651 as~~loan ofwith ~~December 31,~~the ~~2014~~Japanese tobank of $731,~~243~~710,~~224~~753 ~~as of December 31, 2015. The decrease in equity is primarily~~ due to ~~distributions declared~~normal tomonthly ~~investors~~repayments of ~~$7,476,254,~~principal ~~of which $6,844,533 were paid~~ and ~~$631,721~~interest; were payable as of December 31, 2015. Additionally, 98,828 shares were redeemed for $779,511 during the year ended December 31, 2015. This decrease was offset by net income of $5,970,338 for the same period.and

A $250,000 reduction in deposits for the sale of equipment received in 2015, relating to the completion of asset sales in 2016.

Members’ Equity

Members’ equity decreased by $27,962,403 to $45,280,821 as of December 31, 2016. The decrease in members’ equity is primarily due to distributions declared to investors of $38,696,115, of which $623,976 remains payable as of December 31, 2016. Additionally, 113,995 shares were redeemed for $842,871 during the year ended December 31, 2016. This decrease was offset by net income of $11,576,583 for the same period.

Liquidity and Capital Resources

Cash Flows Summary

The following table sets forth summary cash flow data for the ~~year~~ years ended December 31, ~~2015~~2016 and ~~2014.~~2015:

	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Net cash provided by/(used in) :
Operating activities	$	119,~~765~~663,~~953~~702		$	1211,~~772~~765,~~026~~953
Investing activities		(616,~~051~~459,~~003~~904	)		(76,~~299~~051,~~677~~003	)
Financing activities		8(41,~~345~~128,~~636~~315	)		(8,~~855~~345,~~910~~636	)
Net increase/(decrease) in cash and cash equivalents	$	14,060,586		$	(3,383,561	)
Net (decrease)/increase in cash and cash equivalents	$	(15,004,709	)	$	14,060,586

~~See Statements of Cash Flows included in “Item 1. Financial Statements” of this Annual Report on Form 10-K for additional information.~~13

AsSee ofStatements ~~December 31, 2015, the Fund had cash and cash equivalents~~ of ~~$19,767,657,~~Cash ofFlows ~~which~~included ~~approximately $12,956,646 was invested~~ in ~~January and February 2016 (see Note 12 in~~ “Item 1 8. “Financial Statements”). ~~The amount~~ of ~~cash~~this ~~provided~~Annual byReport ~~operating~~on ~~activities~~Form 10-K for ~~the~~additional ~~year ended December 31, 2015 of $11,765,953 consisted primarily of rentals and interest collected during 2015 from equipment leases and loans~~information.

~~The~~As ~~cash~~of ~~used in investing activities for the year ended~~ December 31, ~~2015~~2016, ~~is primarily attributable to~~ the ~~participation~~Fund inhad cash ~~new~~and ~~finance~~cash ~~facilities~~equivalents of $394,~~200~~762,~~313,~~948. anCash ~~acquisition of~~provided ~~leased~~by ~~assets~~operating activities consisted primarily of ~~$856,751~~rentals and ainterest ~~new~~from equipment ~~finance~~leases ~~facility~~and ~~of $579~~loans,~~503.~~ ~~These~~partially ~~cash~~offset ~~outflows~~by ~~were~~cash ~~partially~~paid ~~offset~~for byongoing ~~the~~expenses. ~~principal repayments~~The decrease of $152,~~099~~102,~~150~~251 byfrom ~~MBL~~the UKprior ~~and~~year ~~$19,415,429~~is bya ~~MECI~~result ~~and~~of ~~sale~~the ~~proceeds~~sales of ~~$225~~assets throughout the year,~~500~~ ~~from~~resulting ~~sale~~in oflower ~~self-service~~lease ~~checkout~~rentals ~~equipment~~received.

The cash provided by ~~financing~~investing activities for the year ended December 31, ~~2015~~2016 iswas ~~primarily~~comprised ~~attributable~~of to$18,504,025 ~~new~~in proceeds received from the sale of leased assets and $7,975,953 net receipts on participating interest – loan ~~facility~~receivables ~~drawn~~(related ~~down~~party), partially offset by ~~the~~$11,465,344 ~~Fund~~in ~~during~~advances ~~2015,~~made to borrowers (net of repayments). The prior year included net outgoing advances ~~distributions~~made toon ~~members~~participating interest – loan receivables (related party) of $4,685,734 and ~~share~~$856,751 ~~repurchases~~paid for investments in capital equipment.

The cash used in financing activities for the year ended December 31, 2016 was mainly comprised of $38,703,860 in distributions and $1,710,754 in loan repayments. The cash provided by financing activities for the year ended December 31, 2015 was primarily attributable to new loan facility drawn down by the Fund in October 2015, net of distributions to members and share repurchases.

Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less and are held in operating and money market accounts at Wells Fargo Bank, N.A.

Sources and Uses of Cash

The Fund’s main activities and our ~~main~~ main use of cash ~~has~~during ~~been~~the offering and operating periods was to acquire a diversified portfolio of equipment, equipment leases and other equipment-related investments which are denominated in USU.S. dollars and ~~are~~leased ~~on lease~~ to corporate clients around the world. We have ~~will~~ also ~~make~~made investments in other equipment-related transactions which ~~will~~has ~~allow~~allowed us to directly or indirectly participate in the benefits and risks of equipment ownership or usage and make loans collateralized by equipment.

As of February 24, 2017 we have used approximately $188,173,701 of the offering and equipment sale proceeds to acquire the following assets and enter into the following loan facilities:

	Purchase Price

Participation interest in Commercial jet aircraft engines (sold in March 2012)	$	6,500,000
Bombardier CRJ 700 ER aircraft (sold in September 2016)		9,786,555
Self-serve checkout equipment (sold in September 2015)		2,097,353
ETS-364B semiconductor test system (sold in May 2012)		383,898
Furniture, office and other related equipments		669,010
Furniture, office and other related equipments (sold in November 2013, March 2014 and September 2014)		1,012,843
Semiconductor manufacturing tools (sold in June 2012)		6,400,800
Aircraft engines (2 x CFM56-7B jet engines)		25,338,321
Flat bed rail cars (sold in July 2016)		7,777,356
Racetrack equipment (sold in August 2016)		5,311,507
Smart safes		3,294,695
Smart safes (sold in July 2013)		68,989
Machine tool equipment		5,768,966
Aircraft (Airbus model A320-200)		19,551,352
GA8-TC320 Airvan Aircraft		2,499,292
GA8-TC320 Airvan Aircraft (sold in May 2014, August 2014, December 2014 and January 2016)		2,184,398
Financing provided to aircraft lessor		1,128,328
Financing provided to the US drilling company		15,000,000
Financing provided under participating loan arrangements (fully repaid)		72,545,705
Bus manufacturing equipment		854,333
	$	188,173,701

As of March 1, 2016 we have used approximately $161,329,643 of the offering and equipment sale proceeds to acquire the following assets and enter into the following loan facilities:

	Purchase Price
Participation interest in Commercial jet aircraft engines (sold in March 2012)	$	6,500,000
Aircraft Bombardier CRJ 700 ER		9,786,555
Self-serve checkout equipment (sold in September 2015)		2,097,353
ETS-364B semiconductor test system (sold in May 2012)		383,898
Furniture, office and other related equipments		669,010
Furniture, office and other related equipments (sold in Nov 2013, Mar 2014 & Sep 2014)		1,012,843
Semiconductor manufacturing tools (sold in June 2012)		6,400,800
Aircraft engines (2 x CFM56-7B jet engines)		25,338,321
Flat bed rail cars		7,777,356
Racetrack equipment		5,311,507
Smart safes		3,294,695
Smart safes (sold in July 2013)		68,989
Machine tool equipment		5,768,966
Aircraft (Airbus model A320-200)		19,551,352
GA8-TC320 Airvan Aircraft		2,499,292
GA8-TC320 Airvan Aircraft (sold in May 2014, Aug 2014, Dec 2014 & Jan 2016)		2,184,398
Financing provided to aircraft manufacturer		1,128,328
Financing provided to the US drilling company		13,590,073
Financing provided under participating loan arrangements (fully repaid)		39,302,443
Financing provided under participating loan arrangements		7,809,131
Bus manufacturing equipment		854,333
	$	161,329,643

Sources of Liquidity

We believe that cash generated from our operating activities and from debt borrowings will be sufficient to finance our liquidity requirements for the foreseeable future, ~~including~~ ~~distributions~~and tothroughout ~~our~~the ~~members~~liquidation period, ~~funding~~including ofdistributions ~~new~~to ~~investment~~our ~~opportunities~~members, payment of management fees, equipment maintenance events, and administrative expense reimbursements. Our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ businesses that are beyond our control.

The Fund’s liquidity may be adversely affected by unanticipated or greater than anticipated operating costs or losses, including the inability of a client of the Fund to make timely lease payments or costs associated with off lease assets or assets available for sale. The Fund anticipates that it will fund its operations from cash flow generated by operating activities and ~~financing~~investing activities, including the sale of leased assets throughout the liquidation period. The Manager has no intent to permanently fund any cash flow deficit of the Fund or provide other financial assistance to the Fund.

Distributions

The Fund paid total cash distributions of $738,~~482~~703,~~968~~ 860 and $7,~~542~~482,~~838~~968 to its members during the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

While the Fund anticipates making monthly cash distributions, it may vary the amount of, or completely suspend making distributions at any time and without notice.

Commitments, Contingencies and Off-Balance Sheet Arrangements

Other than obligations associated with ~~our~~ our investing activities or as set forth in our operating agreement, we have no contractual obligations and commitments, contingencies or off-balance sheet arrangements as of December 31, ~~2015~~2016.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. A summary of our significant accounting policies is presented in Note 2, “Significant Accounting Policies”, in our consolidated financial statements in “Financial Statements and Supplementary Data” in Part II, Item 8, of this Annual Report on Form 10-K for a summary of the Fund’s significant accounting policies, including a discussion of recently adopted and issued accounting pronouncements.

We believe the following critical accounting policies could have a significant impact on our results of operations, financial position and financial statement disclosures, and may require subjective and complex estimates and judgments.

Leased Equipment at Cost

Leased equipment at cost represents our largest asset class. We depreciate leased equipment using the straight-line method over an asset’s lease term to its estimated residual value. Any change in the residual value changes the depreciation expense and could have a significant impact on our results for any one period. The Fund’s significant assets and their residual values are reviewed at least annually for impairment.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

The Fund commenced making investments in equipment, equipment leases and other equipment-related transactions in 2010. Since that time, the Fund has been, and will continue to be, exposed to certain risks. Among these are the risks that equipment the Fund purchases will be worth less than anticipated at the end of the term of the lease; and the risk that the Fund’s clients will fail to pay rent as required under its leases or make interest and principal loan repayments;. ~~and~~In addition, during the ~~risk~~Fund’s operating period, the Fund was exposed to the risk that the Fund ~~may~~would not be able to source appropriate or attractive investments given the highly competitive nature of the equipment leasing industry. Now that the Fund has entered its liquidation period, the Fund will not pursue any new equipment lease and loan investment opportunities and will continue to manage end of lease options and investigate divestment opportunities for its portfolio. As such, the Fund may be exposed to the risk that it is unable to secure suitable exit strategies for its asset portfolio or obtain sale prices in accordance with the value of the equipment.

To date, all of the Fund’s investments are subject to fixed interest rates and all are denominated in U.S. dollars. We believe that our exposure to foreign currency exchange rate risk, commodity risk (other than our residual value investments in equipment) and equity price risk are insignificant at this time to both our financial position and our results of operations. As of December 31, ~~2015~~2016, the Fund has no exposure to derivative financial instruments.

1615

Item 8.

Financial Statements and Supplementary Data

MACQUARIE EQUIPMENT LEASING FUND, LLC

INDEX TO THE FINANCIAL STATEMENTS

	Page Number
Balance Sheets as of December 31, 2015 and December 31, 2014	19
Balance Sheets as of December 31, 2016 and December 31, 2015	18
Statements of Operations for the years ended December 31, 2015 and December 31, 2014	20
Statements of Operations for the years ended December 31, 2016 and December 31, 2015	19
Statements of Cash Flows for the years ended December 31, 2015 and December 31, 2014	21
Statements of Cash Flows for the years ended December 31, 2016 and December 31, 2015	20
Statements of Changes in Members’ Equity for the years ended December 31, 2015 and December 31, 2014	22
Statements of Changes in Members’ Equity for the years ended December 31, 2016 and December 31, 2015	21
Notes to Financial Statements	2322

1716

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Macquarie Equipment Leasing Fund, LLC

In our opinion, the accompanying balance ~~sheets~~ sheets and the related statements of operations, of changes in members’ equity and of cash flows present fairly, in all material respects, the financial position of Macquarie Equipment Leasing Fund, LLC atas of December 31, ~~2015~~2016 and ~~December 31~~2015, ~~2014,~~ and the results of of its operations and its cash flows for each of the two years in the period ended December 31, ~~2015~~2016 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

~~March~~February 124, ~~2016~~2017

1817

MACQUARIE EQUIPMENT LEASING FUND, LLC

BALANCE SHEETS

	December 31, 2015		December 31, 2014
	December 31, 2016		December 31, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	194,~~767~~762,~~657~~948	$	519,~~707~~767,~~071~~657
Restricted cash		~~1,445,270~~-		1,~~248~~445,~~967~~270
Net investment in finance lease		1,246,922		686,558
Leased equipment held for sale		19,046,393		-
Loan receivables		1,070,702		532,987
Net investment in finance lease		537,382		1,246,922
Participating interest - loan receivable		7,975,953		3,290,219
Loan receivables (less: unamortized deferred loan origination fees and costs of $45,858 and $8,376 as of December 31, 2016 and 2015, respectively)		12,593,290		1,070,702
Accrued interest receivable		53,429		22,746
Participating interest - loan receivables (related party)		-		7,975,953
Lease receivables		315,800		-
Accrued interest receivable		114,231		53,429
Maintenance reserve and other receivables		54,156		92,390
Lease receivables		-		315,800
Other assets		3,572		5,038
Maintenance reserve and other receivables		28,479		54,156
Total Current Assets		31,933,461		11,585,976
Other assets		-		3,572
Total Current Assets		37,082,723		31,933,461
Non-current Assets
Net investment in finance lease		21,~~955~~890,~~863~~442		32,~~541~~955,~~973~~863
Leased equipment at cost (net of accumulated depreciation of $15,941,615 as of December 31, 2015 and $12,977,988 as of December 31, 2014)		59,318,157		64,379,136
Leased equipment at cost (net of accumulated depreciation of $5,384,317 and $15,941,614 as of December 31, 2016 and 2015, respectively)		23,227,614		59,318,157
Total Non-current Assets		6225,~~274~~118,~~020~~056		6762,~~921~~274,~~109~~020
Total Assets	$	9462,~~207~~200,~~481~~779	$	7994,~~507~~207,~~085~~481
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Fees payable (related party)	$	2342,~~913~~364	$	723,~~433~~913
Deferred finance and rental income		1951,~~132,749~~429		1,~~131~~132,~~590~~749
Distribution payable		~~631~~623,~~721~~976		~~638~~631,~~436~~721
Other payables		~~838~~124,~~340~~624		~~235~~838,~~802~~340
Maintenance reserve		~~1,445,621~~-		-1,445,621
Accrued interest payable		3430,~~491~~896		-34,491
Current portion of long-term debt		1,~~710~~770,~~754~~199		-1,710,754
Total Current Liabilities		53,~~817~~543,~~589~~488		25,~~013~~817,~~261~~589
Non-current Liabilities
Maintenance reserve		-		1,292,892
Other payables		444,645		444,645
Other payables		444,645		672,281
Long-term debt, less current portion ($16,750,000 face value, less: unamortized debt discount and issuance costs of $50,746 and $56,651 as of December 31, 2016 and 2015, respectively)		12,931,825		14,702,023
Long-term debt, less current portion ($16,750,000 face value, less: unamortized debt discount and issuance costs $56,561)		14,702,023		-
Total Non-current Liabilities		13,376,470		15,146,668
Total Non-current Liabilities		15,146,668		1,965,173
Total Liabilities		16,919,958		20,964,257
Total Liabilities		20,964,257		3,978,434
Commitments and Contingencies
Members' Equity
Shares of membership interests, $10.00 par value as may be reduced (i) under a distribution reinvestment plan, (ii) for volume discounts, or (iii) for reductions in selling commissions
Authorized: 15,800,500 shares;
Issued and outstanding: 9,297,489 shares as of December 31, 2015 and 9,396,317
Issued and outstanding: 9,183,494 and 9,297,489 shares as of December 31, 2016
shares as of December 31, 2014, net of repurchases of 360,628 and 261,800, respectively		62,581,865		63,361,376
and 2015, respectively, net of repurchases of 474,623 and 360,628, respectively		45,280,821		62,581,865
Accumulated surplus		~~10,661,359~~-		1210,~~167~~661,~~275~~359
Total Members’ Equity		7345,~~243~~280,~~224~~821		7573,~~528~~243,~~651~~224
Total Liabilities and Members’ Equity	$	9462,~~207~~200,~~481~~779	$	7994,~~507~~207,~~085~~481

See accompanying notes to Financial ~~Statement~~Statements

1918

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENTS OF OPERATIONS

	Year ended
	December 31, 2015		December 31, 2014
	December 31, 2016		December 31, 2015
REVENUE
Finance and rental income	$	1210,~~024~~646,~~985~~123	$	12,~~420~~024,~~118~~985
Net gain on sale of leased equipment		11,275		67,302
Gain on sale of leased equipment		5,115,704		11,275
Interest income		~~493~~1,~~190~~992,600		46493,~~376~~190
Other income		26194,~~245~~687		3326,~~113~~245
Total revenue		1217,~~555~~949,~~695~~114		12,~~566~~555,~~909~~695
EXPENSES
Operating expenses (related party)		~~458~~373,~~743~~074		~~469~~458,~~140~~743
Management fees (related party)		~~635~~568,~~393~~133		~~648~~635,~~915~~393
Depreciation		43,~~681~~814,~~198~~615		4,~~791~~681,~~352~~198
Interest expense		~~127~~519,~~145~~217		-127,145
Impairment loss		~~165,556~~-		-165,556
Other expenses (including related party expenses of $74,830 and $75,428 for the years ended December 31, 2015 and 2014, respectively)		517,322		709,272
Other expenses (including related party expenses of $387,039 and $74,830 for the years ended December 31, 2016 and 2015, respectively)		1,097,492		517,322
Total expenses		6,~~585~~372,~~357~~531		6,~~618~~585,~~679~~357
Net income	$	511,~~970~~576,~~338~~583	$	5,~~948~~970,~~230~~338
Basic and diluted earnings per share	$	01.6426	$	0.6364
Weighted average number of shares outstanding: basic and diluted		9,~~345~~220,~~330~~361		9,~~426~~345,~~840~~330

See accompanying notes to Financial Statements

2019

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENTS OF CASH FLOWS

	Year Ended
	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Cash flow from operating activities:
Net income	$	511,~~970~~576,~~338~~583		$	5,~~948~~970,~~230~~338
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		43,~~681~~814,~~198~~615			4,~~791~~681,~~352~~198
Impairment loss		~~165,556~~-			-165,556
Net gain on sale of leased equipment		(11,275	)		(67,302	)
Gain on sale of leased equipment		(5,115,704	)		(11,275	)
Amortization of debt discount and issuance costs		965			-
Recognition of maintenance reserves in finance and rental income		(1,582,919	)		-
Amortization of loan origination fees		(50,408	)		-
Amortization of debt issuance costs		5,905			965
Changes in operating assets and liabilities:
Fees payable (related party)		165,~~480~~711			~~(87~~16,~~563~~480	)
Lease receivables		(315,800	)		1(315,~~147,674~~800	)
Accrued interest receivable		(3060,~~683~~802	)		(2230,~~746~~683	)
Net investment in finance lease		~~882~~800,~~498~~797			~~824~~882,~~568~~498
Other receivables		(5,342	)		42,412
Net investment in sales type lease		337,743			-
Other payables		374,902			(526	)
Other receivables		33,808			(5,342	)
Accrued interest payable		34,491			-
Other payables		(236,084	)		374,902
Deferred finance and rental income		1,159			177,715
Accrued interest payable		(3,595	)		34,491
Other assets		1,466			18,212
Deferred finance and rental income		(181,320	)		1,159
Net cash provided by operating activities		11,765,953			12,772,026
Other assets		3,572			1,466
Net cash provided by operating activities		9,663,702			11,765,953
Cash flow from investing activities:
Purchase of equipment		-			(1,241,838	)
Investment in capital leased equipment		-			(856,751	)
Investment in capital leased equipment		(856,751	)		(4,704,774	)
Proceeds from sale of leased equipment		18,504,025			225,500
Proceeds from sale of leased equipment		225,500			1,583,516
Participating interest - loan receivables (related party)		(28,345,392	)		(39,200,313	)
Participating interest - loans receivable		(39,200,313	)		(5,000,000	)
Repayment of participating interest - loan receivables (related party)		36,321,345			34,514,579
Repayment of participating interest - loans receivable		34,514,579			1,709,781
Loan to others		(14,470,905	)		(579,503	)
Loan to others		(579,503	)		(540,000	)
Repayment of loan by others		3,005,561			41,788
Repayment of loan by others		41,788			7,013
Restricted cash		1,445,270			(196,303	)
Restricted cash		(196,303	)		796,625
Net cash provided by/(used in) investing activities		16,459,904			(6,051,003	)
Security deposit		-			90,000
Net cash used in investing activities		(6,051,003	)		(7,299,677	)
Cash flow from financing activities:
Distributions paid to members		(738,~~482~~703,~~968~~860	)		(7,~~542~~482,~~838~~968	)
Repurchase of shares		(~~779~~842,~~511~~871	)		(~~516~~779,~~447~~511	)
Proceeds from long-term debt		~~16,692,384~~-			-16,692,384
Repayment of principal on long-term debt		(~~280~~1,~~572~~710,754	)		-(280,572	)
Maintenance reserve received		~~196~~129,~~303~~170			~~(796~~196,~~625~~303	)
Net cash provided by (used in) financing activities		8,345,636			(8,855,910	)
Net cash (used in)/provided by financing activities		(41,128,315	)		8,345,636
Net increase (decrease) in cash and cash equivalents		14,060,586			(3,383,561	)
Net (decrease) increase in cash and cash equivalents		(15,004,709	)		14,060,586
Cash and cash equivalents, beginning of the period		5,707,071			9,090,632
Cash and cash equivalents, beginning of the year		19,767,657			5,707,071
Cash and cash equivalents, end of the period	$	19,767,657		$	5,707,071
Cash and cash equivalents, end of the year	$	4,762,948		$	19,767,657
Supplemental disclosures of cash flow information
Non cash investing and financing activities
Maintenance reserve	$	(43,573	)	$	(497,116	)
Transfer of maintenance reserves into income	$	1,582,919		$	(43,573	)
Distribution Payable	$	631,721		$	638,436
Operating expenses from Manager capitalized into loan to others	$	12,740		$	-
Loan to others	$	620,000		$	-
Repayment of loan by others	$	430,000		$	-
Distribution payable	$	623,976		$	631,721
Interest and taxes paid
Cash paid during the year for interest	$	79509,~~892~~269		$	-79,892

See accompanying notes to Financial ~~Statement~~Statements

2120

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENT OF CHANGES IN MEMBERS’ EQUITY

				Membership interests						Accumulated surplus
	Members' shares			Additional members (1)			Managing member			Additional members (1)			Managing member			Total
Balance at December 31, 2013		9,459,384		$	62,926,691		$	951,132		$	13,610,932		$	146,667		$	77,635,422
Repurchase of shares		(63,067	)		(516,447	)		-			-			-			(516,447	)
Distribution to members		-			-			-			(7,409,122	)		(129,432	)		(7,538,554	)
Net income		-			-			-			5,846,129			102,101			5,948,230
Balance at December 31, 2014		9,396,317		$	62,410,244		$	951,132		$	12,047,939		$	119,336		$	75,528,651
Repurchase of shares		(98,828	)		(779,511	)		-			-			-			(779,511	)
Distribution to members		-			-			-			(7,346,822	)		(129,432	)		(7,476,254	)
Distribution to members ($0.80 per share)		-			-			-			(7,346,822	)		(129,432	)		(7,476,254	)
Net income		-			-			-			5,866,997			103,341			5,970,338
Balance at December 31, 2015		9,297,489		$	61,630,733		$	951,132		$	10,568,114		$	93,245		$	73,243,224
Repurchase of shares		(113,995	)		(842,871	)		-			-			-			(842,871	)
Distribution to members ($2.42 per share)		-			-			-			(21,941,184	)		(296,758	)		(22,237,942	)
Partial-liquidating distribution ($1.79 per share)		-			(16,074,161	)		(384,012	)								(16,458,173	)
Net income		-			-			-			11,373,070			203,513			11,576,583
Balance at December 31, 2016		9,183,494		$	44,713,701		$	567,120		$	-		$	-		$	45,280,821

(1)

Additional members represent all members other than the Managing member.

See accompanying notes to Financial Statements

2221

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Macquarie Equipment Leasing Fund, LLC, a Delaware limited liability company (the “Fund”), was formed on August 21, 2008 for the purpose of being an equipment ~~leasing~~ leasing program that ~~will~~acquired ~~acquire~~ or ~~originate~~originated a diversified portfolio of equipment, equipment leases and loans, and other equipment-related investments. The majority of the equipment is ~~expected to be~~ leased to corporate clients. The Fund’s objective iswas to generate income through the collection of lease rentals, interest income, and other revenues, as well as through the sale of leased and off lease equipment and other portfolio investments. The Fund’s fiscal year end is December 31.

The manager of the Fund is Macquarie Asset Management Inc. (the “Manager”), a member of the Macquarie Group of Companies which is comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide (the “Macquarie Group”). Macquarie Group Limited is headquartered in Australia and is listed on the Australian Stock Exchange. The Manager ~~has~~ made a total of $1,505,000 in capital contributions to to the Fund. The Manager and its affiliates earn fees by providing or arranging all services necessary and desirable for the operations of the Fund, including those relating to equipment acquisitions and disposals, equipment loans, asset management and administrative, reporting and regulatory services. The Fund reimburses the Manager for costs incurred for managing the Fund and the Fund’s portfolio of equipment, equipment lease and loans, and other equipment-related investments. The Fund has one reportable segment,; all information and disclosures herein are related to that segment.

The initial closing date for the Fund was March 5, 2010, the date at which the Fund raised over $2,500,000 and reached the minimum offering amount. The Fund’s offering period ceased on March 19, 2012. ~~and~~The ~~the~~ Fund’s operating period commenced on that date and ceased on June 30, 2016. The Fund’s ~~liquidation~~ liquidation period iscommenced ~~scheduled to begin~~ on July 1, 2016 and may last for up to three years. To coincide with the beginning of the Fund’s liquidation period, the Manager suspended the Fund’s share redemption program. However, the Manager reserved the right to approve member requests for redemptions in cases of death or proof of disability (as the term is defined in the Americans with Disabilities Act of 1990, as amended).

~~This~~These ~~report~~financial ~~covers~~statements cover the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

The prior period amounts for participating interest - loans receivable and accrued interest on the Fund’s balance sheet have been reclassified to conform to the current period presentation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Use of Estimates

The accompanying financial statements were prepared in accordance with U.S. GAAP. This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Fund considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained with one U.S. financial institution, which at times may be in excess of the federal insurance ~~limits~~limit of $250,000 per depositer, per FDIC-insured bank.

Restricted Cash

Restricted cash ~~consists~~consisted of cash collected from the lessee of the CRJ 700 ER aircraft for maintenance costs. As management is satisfied that there remains no ongoing liability to pay out amounts under the maintenance reserve, the restricted cash was released into cash and cash equivalents. See Note 3 for more details.

Income Taxes

The Fund is treated as a partnership for federal and state income tax purposes. As a partnership, the Fund is not subject to federal and state income taxes, while each member will be individually liable for income taxes, if any, on their share of net taxable income from the Fund. Interest, dividends and other income realized by the Fund may be subject to withholding tax in the jurisdiction in which the income is sourced.

2322

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

Leased Equipment at Cost

If a lease ~~meets~~met certain requirements under ~~ASC~~ ASC 840 at its inception, such that the Fund ~~retains~~retained ownership in the underlying equipment, the lease ishas been accounted for as an ~~operating~~ operating lease. Investment in leased equipment is stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight-line basis over the lease term to the assets’ residual value. Initial direct costs (such as freight, installation, ~~acquisition~~ acquisition fees and expenses, legal fees and inspection fees) associated with the leases are capitalized as part of the cost of the leased equipment and depreciated over the lease term.

The lease term from the acquisition date or most recent lease renewal date by the Fund of each item of equipment is as follows:

	~~Lease~~	Lease
	~~term (in years)~~	term (in years)
Aircraft engines (2 x CFM56-7B jet engines)	9	9
Aircraft Bombardier CRJ 700 ER	2
Aircraft (Airbus model A320-200)		2.9
Aircraft (Airbus model A320-200)	2.5
Smart safes		5
Flat bed rail cars	5
Machine tool equipment		5
Racetrack equipment	4
Smart safes	5
Machine tool equipment	5

The residual value and useful life are determined by the Manager and are calculated using information from both internal (i.e. from affiliates) and external sources, such as trade publications, industry valuers, auction data, internal and external sales data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical assets. Once an asset comes off lease or is re-leased, the Fund reassesses its useful life and residual value.

Costs incurred in extending the useful life and/or increasing the resale value of leased equipment are capitalized into the cost of an asset. No such costs have been incurred to date.

If the equipment is returned at the end of of a lease term and the lessee has not met the return conditions as set out in the lease, the Fund is entitled, in certain cases, to additional compensation from the lessee. The Fund’s accounting policy for recording such payments is to treat the payments as revenue. No such payments were received for the ~~year~~years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

The lessee is generally responsible for the ongoing maintenance costs of the equipment under net lease arrangements.

The significant operating lease assets in the Fund’s portfolio are reviewed for impairment at least annually or when indicators of impairment exist. An impairment ~~loss~~ loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair market value. The Manager’s assessment for impairment (~~i.e.~~being undiscounted cash flows used in the recoverability assessment) includes review of residual values based on published values for similar assets, recent transactions for similar assets, lease terms, asset condition, adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of the asset.

If no impairment is deemed to exist and if if the current assessment of the residual value is determined to be lower than the current value, the Fund adjusts the residual ~~value~~ value downward and prospectively adjusts depreciation expense over the remaining life of the lease. There were no impairment charges recorded for the year ended December 31, 2016.

In June 2015, the Fund reassessed the residual value of its operating lease for self-service checkout equipment. Due to a decline in the market value of this type of equipment, the residual value was adjusted downward. The adjustment of the self-service checkout equipment’s residual value resulted in the recoverable amount being lower than the assets’ carrying amount and an impairment charge of $165,556 was recognized for the year ended December 31, 2015. The Fund sold the self-service checkout equipment in September 2015 ~~and recognized a gain on sale of $11,275~~. ~~There were no impairment charges recorded during the year ended December 31, 2014.~~

2423

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

Net Investment in Finance Lease

If a lease ~~meets~~met specific criteria under ~~ASC~~ ASC 840 at its inception, such that ownership of the underlying asset iswas effectively transferred to the lessee, the Fund ~~recognizes~~recognized the lease as a net investment in finance lease on its Balance Sheet. Net investment in finance leases consist of lease receivables plus the estimated unguaranteed residual value of the leased equipment on the lease termination date, less the unearned income.

The residual values of the Fund’s significant finance lease assets are reviewed at least annually. If the review results in a lower estimate than had been previously established, the Fund will determine whether the decline in the estimated residual value is other than temporary. If the decline in estimated residual value is judged to be other than temporary, the accounting for the transaction shall be revised using the changed estimate and the resulting reduction in the net investment shall be recognized as a loss in the period in which the estimate is changed. An upward adjustment of a leased asset’s estimated residual value shall not be made.

~~Loans~~Lease ~~Receivable and Participating Interests – Loans Receivable~~Modifications

~~Loans~~If ~~receivable~~a ~~are~~lease ~~reported~~is onmodified, ASC 840 requires the ~~Fund’s Balance~~lease ~~Sheet~~to atbe re-evaluated as if the ~~outstanding~~revised ~~principal~~terms ~~balance,~~were ~~plus~~in ~~costs~~place ~~incurred~~at toinception ~~originate~~of the ~~loans~~lease. ~~Unearned~~If ~~income,~~the ~~discounts~~revised ~~and~~terms ~~premiums~~result ~~are~~in ~~amortized~~a todifferent ~~interest~~classification ~~income~~of in the ~~Statement~~lease ofthan ~~Operations~~what ~~using~~existed ~~the~~at ~~effective~~inception ~~interest~~(for ~~method.~~example, ~~Upon~~an operating lease with the ~~repayment~~revised ofterms aqualifies ~~loan~~as ~~receivable,~~a ~~any~~sales ~~prepayment~~type ~~penalties~~lease), ~~and~~then ~~unamortized~~the ~~loan~~revised ~~origination,~~lease ~~closing~~ and ~~commitment~~corresponding ~~fees~~investment ~~are~~is ~~recorded~~reclassified as(to ~~part of~~either ~~interest~~an ~~income~~operating lease, infinancing ~~the~~lease ~~Statement~~or ofsales ~~Operations~~type lease).

~~Participating~~Net ~~interests~~Investment ~~– loans receivable are arranged by related parties and are disclosed separately~~ in ~~the Fund’s financial statements. See Note 6 for disclosures~~ ~~relating~~Sales ~~the~~Type ~~Fund’s participating interests in loans receivable.~~Lease

~~Due~~If toa ~~the~~lease ~~short~~meets ~~term~~specific criteria ~~nature~~under ASC 840 at its inception, such that ownership of the ~~Fund~~underlying asset is effectively transferred to the lessee and the lease gives rise to a manufacturer’s ~~outstanding~~ ~~loans~~or ~~receivable~~dealers profit or loss to the lessor (~~all~~that ~~outstanding~~is, ~~loans~~the ~~have~~fair ~~maturities~~value of the lease property at lease inception is greater than or less than ~~one~~its ~~year~~cost or carrying amount), the ~~loan’s~~Fund ~~cost~~recognizes ~~approximates~~the ~~fair~~lease as a net investment ~~value~~in sales type lease on its Balance Sheet and the corresponding profit or loss as a net gain on sale. While the Fund is not a manufacturer or dealer, sales type lease accounting may apply when existing lease agreements are modified and are required to be accounted for as new leases.

Net investment in sales type lease consists of lease receivables plus the estimated unguaranteed residual value of the leased equipment on the lease termination date, less unearned income.

The residual values of the Fund’s significant sales type lease assets are reviewed at least annually. If the review results in a lower estimate than had been previously established, the Fund will determine whether the decline in the estimated residual value is other than temporary. If the decline in estimated residual value is judged to be other than temporary, the accounting for the transaction shall be revised using the changed estimate and the resulting reduction in the net investment shall be recognized as a loss in the period in which the estimate is changed. An upward adjustment of a leased asset’s estimated residual value shall not be made.

Loan Receivables and Participating Interest – Loan Receivables (Related Party)

Loan receivables are reported on the Fund’s Balance Sheet at the outstanding principal balance, plus costs incurred to originate the loans. Deferred origination fees and costs, discounts and premiums are amortized to interest income in the Statement of Operations using the effective interest method. Upon the repayment of a loan receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of interest income in the Fund’s Statement of Operations.

Participating interests – loan receivables (related party) are arranged by related parties and are disclosed separately in the Fund’s financial statements. See Note 6 for disclosures relating the Fund’s participating interests in loan receivables.

Assets Held for Sale

If any of the Fund’s assets held under operating leases meet the requirements under ASC 360-10-45-9, the asset is reclassified as Leased equipment held for sale on the Fund’s Balance Sheet at the lower of its carrying amount or fair value less cost to sell.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

If the Fund’s net investment in finance leases or loan receivables meet specific criteria under ASC 310-10-35, such that the Fund no longer has the intent or ability to hold the finance lease or loan for the foreseeable future, the loan or finance lease is reclassified as held for sale and recorded at the lower of cost or fair value, with any difference being recognized in the Statements of Operations.

Maintenance Reserve

Under the lease agreement for the Fund’s Bombardier CRJ 700 ER aircraft, the lessee iswas responsible for the costs of major maintenance on the components of the aircraft, including the engines, airframe, auxiliary power unit and landing gear at an approved maintenance facility in accordance with the manufacturer’s recommended maintenance guidelines. The lessee iswas required to pay reserves to the Fund for maintenance, calculated monthly, ~~which~~and is based on the prior month’s flight hours and flight cycles. These payments ~~are~~were set aside for future maintenance costs and ~~are~~were recognized as restricted cash on the Fund’s Balance Sheet when paid by lessee. As maintenance iswas performed, and to the extent that the lessee ~~has~~had met all of its obligations under the lease, the lessee iswas reimbursed for costs incurred up up to, but not exceeding, the related payments the Fund ~~receives~~received from the lessee for maintenance. At the completion of each major maintenance event, the difference between the liability for the cost of the aircraft’s maintenance and the reimbursement paid to the lessee iswas recorded as revenue if management iswas satisfied that the remaining reserve iswas considered sufficient to ~~cover~~ cover future maintenance or repairs. NoIn ~~such~~addition, ~~payments~~if ~~were~~management ~~made~~is ~~during~~satisfied ~~the~~that ~~year~~there ~~ended~~remains ~~December~~no ~~31,~~ongoing ~~2015.~~liability Asto ~~part~~pay ~~of the lease extension~~out ~~agreement~~amounts ~~signed~~under inthe ~~2014~~maintenance reserve, the ~~Fund~~accumulated ~~agreed~~net toproceeds ~~offset~~in ~~maintenance reimbursements owed to~~ the ~~lessee~~maintenance ~~for~~reserve ~~shop~~are ~~visits~~recorded ininto ~~2013~~finance ofand ~~$1,386,401~~rental ~~with~~income. ~~rental~~See ~~and~~Note ~~maintenance~~3 ~~reserve~~for ~~payments~~more ~~owed to the Fund~~details.

Cash is only collected for maintenance costs on the Fund’s CRJ 700 ER aircraft.

Revenue Recognition

At inception of a finance lease, the Fund ~~records~~ records the total minimum lease payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease termination, the initial direct costs related to the lease, and the related unearned income. Unearned income represents the total minimum lease payments receivable plus the estimated unguaranteed residual value minus the cost of the leased equipment. ~~Unearned~~ Unearned income is recognized as finance income over the term of the lease using the effective interest rate method.

25For operating leases, rental income is recognized on a straight-line basis over the lease term. From time to time, the Fund receives rental payments in advance. These advance payments are recorded on the Fund's Balance Sheet as deferred finance and rental income and recognized as income in the month they are earned.

~~MACQUARIE~~Gains ~~EQUIPMENT~~or ~~LEASING~~losses ~~FUND~~from sales of leased and off lease equipment are recorded on a net basis in the Fund’s Statements of Operations. The Fund recognized a gain on the sale of leased equipment of $5,115,704 ~~LLC~~and $11,275 during the years ended December 31, 2016 and 2015, respectively.

NOTES TO THE FINANCIAL STATEMENTS

For operating leases, rental income is recognized on a straight-line basis over the lease term. From time to time, the Fund receives rental payments in advance. These advance payments are recognized on the Fund's Balance Sheet as deferred revenue and recognized as income in the month they are earned.

Gains or losses from sales of leased and off lease equipment are recorded on a net basis in the Fund’s Statements of Operations. The Fund recognized a gain on the sale of leased equipment of $11,275 and $67,302 during the years ended December 31, 2015 and 2014, respectively.

Certain of the Fund’s leases contain provisions for late fees on past due rent. The Fund recognizes late fees as income when they become chargeable and collection is reasonably assured.

~~During~~The ~~2015, the~~ Fund ~~developed~~recognizes amaintenance ~~vendor finance~~reserve ~~program for an Australian aircraft manufacturer. Under the program, the Australian aircraft manufacture will refer the~~releases ~~Fund~~into ~~to potential customers seeking aircraft finance. In consideration for the Fund’s time and expense incurred developing the vendor finance program~~income, ~~the~~under ~~Australian~~conditions ~~aircraft~~as ~~manufacturer~~described ~~agreed~~above ~~to pay a program development fee of $150,000 to the Fund~~ in ~~installments.~~Maintenance ~~The Fund will recognize the program development fee as income over the life of the agreement~~Reserve. ~~The Fund recognized $8,958 as income for the year ended December 31, 2015.~~

InDuring ~~January~~ 2015, the Fund ~~received~~developed a ~~shortfall~~vendor finance ~~fee~~program offor ~~$20~~an Australian aircraft manufacturer. Under the program,~~253~~ ~~from~~the ~~MBL~~Australian UKaircraft ~~related~~manufacture will refer the Fund to potential ~~its~~customers seeking aircraft finance. ~~facility~~In ~~entered~~consideration infor the ~~fourth~~Fund’s ~~quarter~~time ofand ~~2014~~expense ~~(see~~incurred ~~Note~~developing ~~6).~~the ~~The~~vendor finance program, the Australian aircraft manufacturer agreed to pay a program development fee ~~was~~of ~~recognized~~$150,000 to the Fund in installments. asThe ~~revenue~~Fund ~~when~~will ~~received~~recognize ~~and~~the ~~classified~~program asdevelopment ~~interest~~fee as income inover the ~~Statement~~life of ~~Operations~~the agreement. The Fund recognized $75,000 and $8,958 as income for the years ended December 31, 2016 and 2015, respectively.

In January 2015, the Fund received a shortfall fee of $20,253 from MBL UK related to its finance facility entered in the fourth quarter of 2014 (see Note 6). The fee was recognized as revenue when received and classified as interest income in the Fund’s Statement of Operations.

The Fund recognizes interest income on its loans receivable using the effective interest method.

~~Credit Quality of Loans Receivable and Finance Leases~~ 25

The Fund monitors the ongoing credit quality of its financing receivables by (i) reviewing and analyzing a borrower’s financial performance on a regular basis, including reviewing financial statements as frequently as prescribed in the loan or lease agreement, (ii) tracking the relevant credit metrics of each loan receivable and a borrower’s compliance with financial and non-financial covenants, and (iii) monitoring a borrower’s payment history and public credit rating, if available. As part of the monitoring process, the Fund may physically inspect the collateral and meet with a borrower’s management to better understand the borrower’s financial performance and its future plans on an as-needed basis.

Allowance for Doubtful Accounts and Provision for Credit Losses

The Fund is exposed to risks under its leasing transactions, including risk associated with a lessee’s creditworthiness, repossession and remarketing and the future market value of the equipment. The Fund evaluates the collectability of its lease receivables by analyzing the counterparties’ payment history, general credit worthiness and current economic trends. Although the Fund currently has no reason to believe that the lessees will fail to meet their contractual obligations, a risk of loss to the Fund exists should a lessee fail to meet its payment obligations under a lease. The Fund records an allowance when the analysis indicates that the probability of full collection is unlikely. No allowance was recorded as of December 31, 2015 or December 31, 2014, respectively. No allowance was recorded or reversed in the Fund’s Statement of Operations during the year ended December 31, 2015 and 2014, respectively.

An allowance or provision for credit losses is established if there is evidence that the Fund will be unable to collect all amounts due according to the original contractual terms of the loan or finance lease receivable. The allowance for credit losses is reported as a reduction of the loan receivable’s carrying value on the Fund’s Balance Sheet. Additions to the allowance and provision for credit losses are recorded in the statement of operations. Allowances and provisions for credit losses are evaluated periodically and on an individual asset and customer level. Loans receivable are considered impaired when the Fund determines that it is probable that it will not be able to collect all amounts due according to the original contractual terms. Individual credit exposures are evaluated based on the realizable value of any collateral, and payment history. The estimated recoverable amount is the value of the expected future cash flows, including amounts that may be realized with the repossession of the collateral.

The accrual of interest income based on the original terms of the loan receivable may be discontinued based on the facts and circumstances of the individual credit exposure, and any future interest income is recorded based on cash receipts. Any subsequent changes to the amounts and timing of the expected future cash flows compared with the prior estimates result in a change in the allowance for credit losses and are charged or credited to the statement of operations. An allowance is generally reversed only when cash is received in accordance with the original contractual terms of the note.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

Credit Quality of Loan Receivables and Finance Leases

The Fund monitors the ongoing credit quality of its financing receivables by (i) reviewing and analyzing a borrower’s financial performance on a regular basis, including reviewing financial statements as frequently as prescribed in the loan or lease agreement; (ii) tracking the relevant credit metrics of each loan receivable and a borrower’s compliance with financial and non-financial covenants; and (iii) monitoring a borrower’s payment history and public credit rating, if available. The Fund may require collateral to support financial instruments subject to credit risk. As part of the monitoring process, the Fund may physically inspect the collateral and meet with a borrower’s management to better understand the borrower’s financial performance and its future plans on an as-needed basis.

Allowance for Doubtful Accounts and Provision for Credit Losses

The Fund is exposed to risks under its leasing transactions, including risk associated with a lessee’s creditworthiness, repossession and remarketing and the future market value of the equipment. The Fund evaluates the collectability of its lease receivables by analyzing its counterparties’ payment history, general credit worthiness and current economic trends. Although the Fund currently has no reason to believe that the lessees will fail to meet their contractual obligations, a risk of loss to the Fund exists should a lessee fail to meet its payment obligations under a lease. The Fund records an allowance when the analysis indicates that the probability of full collection is unlikely. No allowance was recorded or reversed in the Fund’s Statements of Operations during the years ended December 31, 2016 and 2015, respectively.

An allowance or provision for credit losses is established if there is evidence that the Fund will be unable to collect all amounts due according to the original contractual terms of the loan or finance lease receivable. The allowance for credit losses is reported as a reduction of the loan receivable’s carrying value on the Fund’s Balance Sheet. Additions to the allowance and provision for credit losses are recorded in the Statements of Operations. Allowances and provisions for credit losses are evaluated periodically and on an individual asset and customer level. Loan receivables are considered impaired when the Fund determines that it is probable that it will not be able to collect all amounts due according to the original contractual terms. Individual credit exposures are evaluated based on the realizable value of any collateral, and payment history. The estimated recoverable amount is the value of the expected future cash flows, including amounts that may be realized with the repossession of the collateral.

The accrual of interest income based on the original terms of the loan receivable may be discontinued based on the facts and circumstances of the individual credit exposure, and any future interest income is recorded based on cash receipts. Any subsequent changes to the amounts and timing of the expected future cash flows compared with the prior estimates result in a change in the allowance for credit losses and are charged or credited to the Statements of Operations. An allowance is generally reversed only when cash is received in accordance with the original contractual terms of the note.

The Fund does not provision for credit losses on a collective basis.

All loans are performing and there are no delinquent loans on the Fund’s Balance Sheet. Due to the credit rating of the counterparties, the short-term nature of loans, and payment history, the Fund has not recorded a provision for credit losses on its ~~loans~~loan ~~receivable~~receivables as of December 31, ~~2015~~ 2016 or ~~2014~~2015, respectively.

Long-Term Debt

Long-term debt is reported on the Fund’s Balance ~~balance~~Sheet ~~sheet~~ at cost. Interest expense is recognized using the effective interest method. Expenses associated with the incurrence of debt are capitalized and amortized to interest expense over the term of the debt instrument using the effective interest rate method. These costs are included in the carrying value of long-term debt.

Write Offs

The Fund takes write offs when it determines that a receivable is uncollectible and when all economically sensible means of recovery have been exhausted. No write offs were recorded for the ~~year~~years ended December 31, ~~2015.~~2016 ~~For~~and ~~the year ended December 31~~2015, 2014, the Fund wrote off receivables of $1,992 related to reimbursable deal costs for a transaction the Fund did not proceed with when it became more likely than not that the Fund wouldn’t recover the costsrespectively.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

Operating Expenses and Management Fees

The Manager charges the Fund management fees and the Fund reimburses the Manager for certain operating expenses directly related to the Fund. These fees are ~~recognized~~ recognized on an accrual basis. See Note 8 for further details.

Comprehensive Income

The Fund follows the requirements of ASC 220 - Comprehensive Income, for the reporting and presentation of comprehensive income and its components. The Fund does not have ~~any~~ any components of other comprehensive income, thus it is not presented separately in the Fund’s financial statements.

Distributions

The Manager has sole discretion to determine what portion, if any, of cash on hand will be distributed to the members. Distributions are made on a monthly basis and accrued at the end of each month. Cash distributions are paid on the 15th day of the following month and reflected in the Fund’s Statement of Changes in Members’ Equity. Distributions accrued but not paid are recorded as a distribution payable on the Fund’s Balance Sheet. With the commencement of the Fund’s liquidation period and disposal of assets, the Manager has made a number of periodic additional distributions as disclosed in Note 9.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. ~~The~~Various ~~original~~amendments ~~effective~~to ~~date for~~ ASU ~~2014-09 would have required the Fund to adopt it beginning in its first quarter of 2018~~No. ~~In July 2015, the FASB voted to amend ASU~~ 2014-09 byhave ~~approving~~been ~~a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly~~issued, the Fund may adopt the standard in either its first quarter of 2018 or 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Fund is currently evaluating the timing of its adoption of ASU 2104-09. The adoption of this standard is not expected to have an impact on the Fund's financial statements.including;

In· ~~August 2014, FASB issued~~ ASU No. ~~2014~~2016-~~15, Preparation~~08 of(issued ~~Financial~~in ~~Statements~~March –2016) ~~Going~~which ~~Concern:~~amends ~~Disclosure~~principal ofversus ~~Uncertainties~~agent ~~about~~guidance anby ~~Entity’s~~reframing ~~Ability~~the toindicators ~~Continue as~~in athe ~~Going Concern. This standard provides~~ guidance ~~about management's responsibility~~ to ~~evaluate~~focus ~~whether~~on ~~there~~evidence isthat ~~substantial doubt about~~ an entity's ~~ability~~is toacting ~~continue~~ as a ~~going~~principal ~~concern~~rather ~~and~~than toas ~~provide~~an related footnote disclosures. The adoption of this standard becomes effective for the fiscal year ended December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The Fund is currently in the process of evaluating the impact of the adoption of this standard on its financial statements.agent;

ASU No. 2016-10 (issued in April 2016) which amends criteria around licensing and performance obligations;

ASU No. 2016-12 (issued in May 2016); which provides guidance on assessing collectability, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at transition; and

ASU No. 2016-20 (issued in December 2016) which contains various technical corrections and improvements to ASU No. 2014-09.

The original effective date for ASU 2014-09 would have required the Fund to adopt it beginning in its first quarter of 2018. In August 2015, the FASB issued ASU 2015-14 to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Fund may adopt the standard in either its first quarter of 2018 or 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Fund is currently evaluating the timing of its adoption of ASU 2104-09. The adoption of this standard is not expected to have an impact on the Fund’s financial statements.

In August 2014, FASB issued ASU No. 2014-15, Preparation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this standard becomes effective for the fiscal year ended December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The Fund has implemented this standard and there was no impact on its financial statements.

In January 2016, FASB issued ASU No. 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities, to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The adoption of this standard is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Fund is currently evaluating the impact on the Fund’s financial statements, but does not expect the adoption of the standard to have material impact.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

In June 2015, FASB issued ASU No. 2015-10 to clarify the codification, correct unintended application of guidance, eliminate inconsistencies, and to improve the codification's presentation of guidance for a wide range of topics in the codification. Transition guidance varies based on the amendments included. The amendments that require transition guidance are effective for annual periods, and interim periods within those fiscal periods, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance. The adoption of this standard is not expected to have an impact on the Fund's financial statements.

In June 2015, FASB issued ASU No. 2015-03, Interest—Imputation of Interest, to simplify presentation of debt issuance costs. The standard requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The adoption of this standard becomes effective for fiscal years beginning after December 15, 2015. The Fund adopted this standard.

In February 2016, FASB issued ASU No. 2016-2, Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance primarily affects lessees and requires that all leases create an asset and a liability for a leasing arrangement greater than 12 months; although there are some modifications to lessor accounting. The adoption of this standard becomes effective for fiscal years beginning after December 15, 2018. The Fund is evaluating the implications of the adoption of this standard.

3In June 2016, FASB issued ASU No. ~~LEASED~~2016-13, Financial ~~EQUIPMENT~~Instruments AT– ~~COST~~Credit Losses, to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit. The adoption of this standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Fund’s financial statements.

~~The~~In ~~Fund~~August ~~entered~~2016, ~~into~~FASB ~~the~~issued ~~following~~ASU ~~transactions~~No. 2016-15, ~~during~~Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments, to provide guidance on the ~~year~~presentation and ~~ended~~classification of certain cash receipts and cash payments in the Statements of Cash Flows. The adoption of this standard is effective for fiscal years beginning after December 3115, ~~2015:~~2017. The adoption of this standard is not expected to have a material impact on the Fund’s financial statements.

~~Extension~~In ofNovember ~~Airbus~~2016, ~~A320~~FASB issued ASB No. 2016-~~200~~18, Statement ~~Aircraft~~of ~~Lease~~Cash Flows – Restricted Cash, to provide guidance on the presentation and classification of restricted cash in the Statements of Cash Flows. The adoption of this standard is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Fund is currently evaluating the impact on the Fund’s financial statements, which may include the reclassification of cash flows relating to restricted cash on the Statements of Cash Flows for prior periods. The Fund does not expect the adoption of the standard to have material impact on its financial statements for future reporting periods.

~~In June 2015, the Fund extended the lease for its Airbus A320-200 aircraft which was initially acquired in May 2013~~3. ~~The~~LEASED ~~aircraft~~EQUIPMENT isAT ~~leased~~COST toAND anHELD ~~airline based in Oceania~~FOR that operates internationally. The lease was extended for a period of 30 months from June 2015. The lease is recorded as an operating lease on the Fund’s Balance Sheet with rental income recognized on a straight-line basis over the lease term.SALE

The Fund entered into the following transactions during the years ended December 31, 2016 and 2015:

Sale of Railcar Portfolio

In April 2016, the Fund committed to a plan to sell its railcar portfolio and received a deposit of $250,000 from a U.S. purchaser in May 2016. The sale was completed in July 2016 and the Fund received an additional payment of sale proceeds of $9,376,000 from the buyer. As a result of the completion of the sale of the railcar portfolio, the Fund recognized a gain on sale in July 2016.

Sale of Bombardier CRJ 700 ER Aircraft

In March 2016, the Fund entered into a purchase and sales agreement (“PSA”) to sell its Bombardier CRJ 700 ER aircraft. Under the terms of the PSA, the Fund received a payment of $7,050,000 for the sale in addition to a $250,000 deposit, which was received in October 2015. Upon execution of the PSA, beneficial interest in the aircraft passed to the buyer. However, the aircraft was not delivered, and legal title was not transferred to the buyer, until September 2016. The Fund recognized a gain on sale in September 2016.

The Fund recognized additional finance and rental income in September 2016 due to the release of the maintenance reserves as management assessed that no further reimbursements from the reserves were required to be paid to the lessee. In addition, the maintenance reserve balance previously reported as restricted cash on the Balance Sheet has been included in cash and cash equivalents as of December 31, 2016.

Sale of Racetrack Equipment

In August 2016, the Fund signed an agreement with the lessee of its racetrack equipment which amended the original lease agreement to allow the lessee to acquire the racetrack equipment from the Fund at the end of the lease in November 2016. Sale proceeds were $1,502,635, comprising proceeds of $1,275,000 received in the third quarter of 2016 and the initial deposit of $227,635 received at lease inception. The Fund recognized a gain on sale in August 2016 upon the amendment of the lease, as a result of the sale of the racetrack equipment.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

Sale of Self-Service Checkout Equipment

At the expiration of its lease for self-service checkout equipment in September 2015, the lessee exercised its purchase option for the equipment and the Fund sold the equipment to the lessee for $225,500. The Fund recognized a gain on sale ~~of $11,275~~ during the year ended December 31, 2015.

Leased equipment at cost net of accumulated depreciation consists of the following:

	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Aircraft engines (2 x CFM56-7B jet engines)	$	25,338,321		$	25,338,321
Aircraft Bombardier CRJ 700 ER		9,786,555			9,786,555
Bombardier CRJ 700 ER aircraft		-			9,786,555
Self-serve checkout equipment		-			2,097,353
Flat bed rail cars		-			7,777,356
Flat bed rail cars		7,777,356			7,777,356
Racetrack equipment		-			3,763,611
Racetrack equipment		3,763,611			3,763,611
Smart safes		3,273,610			3,273,610
Machine tool equipment		~~5,768,966~~-			5,768,966
Aircraft (Airbus model A320-200)		~~19,551,352~~-			19,551,352
Less: Accumulated depreciation		(155,~~941~~384,~~614~~317	)		(1215,~~977~~941,~~988~~614	)
	$	5923,~~318~~227,~~157~~614		$	6459,~~379~~318,~~136~~157

28Extensions of Airbus A320-200 Aircraft Lease and Classification as Leased Equipment Held for Sale

In June 2015, the Fund extended the lease for its Airbus A320-200 aircraft which was initially acquired in May 2013. The aircraft is leased to an airline based in Oceania that operates internationally. The lease was extended for a period of 30 months from June 2015. In addition, in December 2016, the Fund extended the lease for a further five months through May 2018.

At inception of the lease, the aircraft was recorded as an operating lease in “Leased equipment at cost” on the Fund’s Balance Sheet, with rental income recognized on a straight-line basis over the lease term. In December 2016, the Fund began seeking buyers for the aircraft, and in January 2017, the Fund signed a non-binding letter of intent with a U.S. counterparty regarding the sale. As a result, the aircraft has been reported as “Leased equipment held for sale” on the Fund’s Balance Sheet as of December 31, 2016. The Fund’s accounting for depreciation on the aircraft ceased on December 31, 2016.

Classification of Machine Tool Equipment as Leased Equipment Held for Sale

The Fund’s lease of machine tool equipment was recorded at lease inception as an operating lease in “Leased equipment at cost” on the Fund’s Balance Sheet, with rental income recognized on a straight-line basis over the lease term. In December 2016, the Fund began discussions with the lessee regarding the purchase of the equipment at the end of the lease (in October 2017). In January 2017, the Fund entered an agreement to sell its machine tool equipment to the lessee upon expiration of the lease. The equipment has been reported as “Leased equipment held for sale” on the Fund’s Balance Sheet as of December 31, 2016. The Fund’s accounting for the depreciation on the equipment ceased on December 31, 2016.

Leased equipment held for sale consists of the following:

	December 31, 2016			December 31, 2015
Aircraft (Airbus model A320-200)	$	19,551,352		$	-
Machine tool equipment		5,768,966			-
Less: Accumulated depreciation		(6,273,925	)		-
	$	19,046,393		$	-

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

Annual minimum future rentals receivable related to the Fund’s operating leases over the next five years consist of the following:

For the year ending December 31, 2016	$	9,117,732
For the year ending December 31, 2017	$	5,597,744
For the year ending December 31, 2017		7,823,715
For the year ending December 31, 2018		3,279,228
For the year ending December 31, 2018		3,812,928
For the year ending December 31, 2019		2,233,572
For the year ending December 31, 2019		2,280,822
For the year ending December 31, 2020		1,861,641
Thereafter		~~1,861,641~~-
	$	2412,~~896~~972,~~838~~185

Although there is a portion of future rentals receivable expected beyond the Fund’s liquidation period end date of July 1, 2019, the Fund expects to divest these operating leases, or the underlying operating leased assets, during the liquidation period.

A risk of loss or lower than expected returns exists if the market value of the equipment at the end of the lease term is lower than anticipated.

4. NET INVESTMENT IN FINANCE LEASE

The Fund’s net investments in finance leases primarily relate to ~~motor racing track equipment,~~ furniture, eight-seater aircrafts, manufacturing equipment, and smart safes. The following ~~transaction~~transactions were ~~was~~ entered by the Fund during inthe years ended December 31, 2016 and 2015:

~~Manufacturing~~Sale ~~Equipment~~of GA8-TC320 Airvan Aircraft

In ~~April~~January ~~2015~~2016, the ~~Fund~~lessee ~~entered~~of ~~into~~the aFund’s ~~lease~~GA8-TC320 ~~for~~Airvan ~~manufacturing~~aircraft ~~equipment~~exercised ~~with~~the aearly ~~leading~~buyout ~~bus~~option ~~manufacturing~~on ~~company~~its ~~based~~lease inand ~~Australia~~repurchased ~~for~~one ~~$854,333. The lease consists~~ of ~~$613,813 of equipment which was on an existing lease to~~ the ~~bus~~aircraft ~~manufacturing~~it ~~company~~had ~~and~~been ~~$240,520 acquired through a sale and~~leasing ~~leaseback~~from ~~arrangement with~~ the ~~bus manufacturing company~~Fund. AtThe ~~the~~lessee ~~end~~paid ofa ~~the~~purchase ~~lease~~price ~~term~~ of ~~36 months all of the Fund’s right~~$553, ~~title~~025 and ~~interest in~~ the ~~equipment~~Fund ~~will~~recognized ~~be transferred to the lessee. The lease was classified as~~ a ~~finance~~gain ~~lease~~ on the ~~Fund’s balance~~sale ~~sheet.~~in Nothe ~~leverage~~first ~~was~~quarter ~~used to finance this acquisition~~of 2016.

Sale of Racetrack Equipment

As discussed in Note 3, the Fund disposed of its racetrack equipment (some of which were leased under operating leases and some of which were finance leases) in the third quarter of 2016.

New Lease of Manufacturing Equipment

In April 2015, the Fund entered into a lease for manufacturing equipment with a leading bus manufacturing company based in Australia for $854,333. The lease consists of $613,813 of equipment which was on an existing lease to the bus manufacturing company and $240,520 acquired through a sale and leaseback arrangement with the bus manufacturing company. At the end of the lease term of 36 months all of the Fund’s right, title and interest in the equipment will be transferred to the lessee. The lease was classified as a finance lease on the Fund’s Balance Sheet. No leverage was used to finance this acquisition.

Net investment in finance lease (current and non-current) consists of the following:

	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Minimum lease payments receivable	$	2981,~~414,051~~182		$	2,~~703~~414,~~429~~051
Estimated residual values of leased property		21,~~436~~688,~~311~~048			2,436,311
Less: Unearned income		(~~647~~241,~~577~~406	)		(~~911~~647,~~209~~577	)
Net investment in finance lease	$	42,~~202~~427,~~785~~824		$	4,~~228~~202,~~531~~785

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

Annual minimum future rentals receivable related to the Fund’s finance leases over the next 5 years consist of the following:

For the year ending December 31, 2016	$	1,304,705
For the year ending December 31, 2017	$	762,876
For the year ending December 31, 2017		857,341
For the year ending December 31, 2018		218,306
For the year ending December 31, 2018		252,005
For the year ending December 31, 2019		-
For the year ending December 31, 2020		-
Thereafter		-
	$	2981,~~414,051~~182

A risk of loss or lower than expected returns exists if the market value of the equipment at the end of the lease term is lower than the asset’s residual value.

295. LOAN RECEIVABLES

The Fund carries loan receivables at amortized cost on its Balance Sheet. The Fund recognizes interest income using the effective interest method.

In January 2016, the Fund entered into an agreement with a U.S. drilling company to provide a finance facility of up to $15,000,000. The finance facility has a term of two years and an interest rate of 10% per year.

The loan is secured by one of the drilling company’s land-based rigs and a three year drilling rig operating contract. The drilling company paid commitment fees and other upfront payments of $330,000 to the Fund. Of those fees, $140,000 was paid upon execution of the term sheet, and the remaining $190,000 in fees were paid from the amount funded by the Fund under the terms of the finance facility at closing. The commitment and upfront fees are included as a reduction to the carrying value of the loan and are amortized to interest income using the effective interest rate method. The Fund capitalized other costs of $237,740 which were directly related to the origination of the facility. These costs are included as an increase to the amount due under the facility and are recognized to income using the effective interest method.

In October 2014, the Fund entered into an agreement with an Australian aircraft manufacturer to provide a finance facility of $540,000 for a period of 12 months with an interest rate of 9.25%. The loan is secured by a GA8-TC320 aircraft. In October 2015, the Fund extended the facility for an additional 24 months. The loan is carried at amortized cost on the Fund’s Balance Sheet. The Fund recognizes interest income using the effective interest method.

In November 2015, the Fund entered into an agreement with the Australian aircraft manufacturer described above to provide an additional finance facility of $579,503, net of fees received, for a period of 24 months with an interest rate of 9.95%. The loan is secured by a GA8-TC320 aircraft. The loan is carried at amortized cost on the Fund’s Balance Sheet. The Fund recognizes interest income using the effective interest method.

For the years ended December 31, 2016 and 2015, the Fund recognized interest income on its portfolio of loan receivables of $1,471,535 and $53,033, respectively.

6. PARTICIPATING INTEREST – LOAN RECEIVABLES (RELATED PARTIES)

In June 2015, the Fund entered into a participation agreement with Macquarie Bank Limited London Branch (“MBL UK”), a member of the Macquarie Group of companies, to provide financing of $3,745,028 to participate in an existing facility previously provided by MBL UK to a UAE information technology distribution company. The loan had a term of 60 days from disbursement. The Fund’s advance was paid to MBL UK and the Fund received principal and interest payments from MBL UK. Repayment was predicated on MBL UK receiving principal and interest payments from the underlying counterparty. The transaction was recorded as a participating interest – loan receivables (related party) on the Fund’s Balance Sheet and carried at amortized cost. The Fund recognized interest income using the effective interest method. The loan was unsecured with the Fund being entitled to a pro-rata portion of MBL UK’s credit insurance in the event of a default. The loan was fully repaid in August 2015. During the second half of 2015, the Fund provided additional aggregate financing of $16,039,857 to participate in the existing agreement, of which $8,063,904 was repaid as of December 31, 2015. The outstanding balance on the Fund’s Balance Sheet as of December 31, 2015 was $7,975,953 which was repaid in January and February 2016.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

5The Fund made additional advances to MBL UK under this participation agreement in 2016 of $28,345,392, the entire balance of which was repaid in full before the end of the year. ~~LOANS~~There ~~RECEIVABLE~~was no outstanding balance on the Fund’s Balance Sheet as of December 31, 2016.

In ~~November~~March ~~2014~~2015, the Fund entered into an a participation agreement with anMacquarie ~~Australian~~Equipment ~~aircraft~~Capital, ~~manufacturer~~Inc. to(“MECI”), ~~provide~~ a ~~finance~~member ~~facility~~of the Macquarie Group of companies, to provide financing of $~~540~~4,~~000~~995,979 ~~for~~to participate in an existing facility previously provided by MECI to a ~~period~~U.S. ofinformation 12technology ~~months~~distribution company. The ~~Australian~~ ~~aircraft~~loan ~~manufacturer~~had ~~was~~a ~~required~~term toof ~~pay~~44 ~~monthly~~days ~~installments~~from ofdisbursement. ~~$7,597~~The ~~over~~Fund’s ~~the~~advance ~~term~~was ofpaid ~~the~~to ~~facility~~MECI and athe ~~final~~Fund ~~installment~~received principal ofand ~~$496,260~~interest onpayments ~~the~~from ~~first~~MECI. ~~day~~Repayment ofwas ~~the~~predicated ~~last~~on ~~month~~MECI inreceiving principal and interest payments from the ~~term~~underlying counterparty. The ~~loan~~transaction iswas ~~secured~~recorded byas a ~~GA8-TC320~~participating ~~aircraft.~~interest In– ~~October~~loan ~~2015,~~receivables (related party) on the Fund’s ~~agreed~~Balance toSheet aand ~~facility~~carried ~~extension~~at ~~agreement~~amortized ~~with~~cost. anThe ~~Australian~~Fund ~~aircraft~~recognized ~~manufacturer~~interest toincome ~~extend~~using the ~~facility~~effective ~~for~~interest ~~24 months~~method. The ~~Australian~~loan ~~aircraft~~was ~~manufacturer~~unsecured iswith ~~required~~the toFund ~~pay~~being ~~monthly~~entitled ~~installments~~to ofa ~~$7,597~~pro-rata ~~over~~portion ~~the~~of ~~extended~~MECI’s ~~term~~credit ofinsurance in the ~~facility~~event ~~and~~of a ~~final~~default. ~~installment~~The ofloan ~~$395,706~~was onfully ~~the~~repaid ~~first~~in ~~day~~May of2015, ~~the~~after ~~last~~which, ~~month in~~ the ~~term.~~Fund ~~The~~provided ~~loan~~additional isaggregate ~~recorded~~financing asof a$14,419,450 ~~loan~~to ~~receivable~~MECI ~~and~~to ~~carried~~participate in atthe ~~amortized cost~~existing onfacility under the ~~Fund’s~~same ~~Balance Sheet~~agreement. The ~~Fund~~outstanding ~~recognizes~~facility ~~interest~~was ~~income~~fully ~~using~~repaid ~~the~~as ~~effective~~of ~~interest~~December ~~method~~31, 2015.

InThe ~~November 2015, the~~ Fund ~~entered~~ ~~into~~recognized aninterest ~~agreement~~income ~~with~~on ~~the Australian aircraft manufacturer described above to provide an additional finance facility~~participating ofinterest ~~$579,503~~– ~~net~~loan ofreceivables ~~fees~~(related ~~received~~party) ~~for a period~~ of ~~24 months. The Australian aircraft manufacturer is required to pay monthly installments of~~ $9521,~~200~~065 ~~over the term of the facility~~ and ~~a final installment of~~ $~~467~~440,~~697~~157 onfor the ~~first~~years ~~day~~ended ofDecember ~~the~~31, ~~last~~2016 ~~month in the term. The loan is secured by a GA8-TC320 aircraft. The loan is recorded as a loan receivable~~ and ~~carried~~2015, ~~at amortized cost on the Fund’s Balance Sheet~~respectively. ~~The Fund recognizes interest income using the effective interest method.~~

For the years ended December 31, 2015 and 2014, the Fund recognized interest income on the loans of $53,033 and $8,181, respectively.

6. PARTICIPATING INTEREST (ARRANGED BY RELATED PARTIES)

In June 2015, the Fund entered into a participation agreement with Macquarie Bank Limited London Branch (“MBL UK”), a member of the Macquarie Group of companies, to provide financing of $3,745,028 to participate in an existing facility previously provided by MBL UK to a UAE information technology distribution company. The loan had a term of 60 days from disbursement. The Fund’s advance was paid to MBL UK and the Fund receives principal and interest payments from MBL UK. Repayment was predicated on MBL UK receiving principal and interest payments from the underlying counterparty. The transaction is recorded as a participating interest – loan receivable on the Fund’s Balance Sheet and carried at amortized cost. The Fund recognizes interest income using the effective interest method. The loan was unsecured with the Fund being entitled to a pro-rata portion of MBL UK’s credit insurance in the event of a default. The loan was fully repaid in August 2015. During the second half of 2015, the Fund provided additional aggregate financing of $16,039,857 to participate in the existing agreement, of which $8,063,904 was repaid as of December 31, 2015. The outstanding balance in the Fund’s Balance Sheet as of December 31, 2015 was $7,975,953. In January 2016, the Fund received a repayment of $3,078,083 with final repayment due in February 2016.

In March 2015, the Fund entered into a participation agreement with Macquarie Equipment Capital, Inc. (“MECI”), a member of the Macquarie Group of companies, to provide financing of $4,995,979 to participate in an existing facility previously provided by MECI to a U.S. information technology distribution company. The loan had a term of 44 days from disbursement. The Fund’s advance was paid to MECI and the Fund received principal and interest payments from MECI. Repayment was predicated on MECI receiving principal and interest payments from the underlying counterparty. The transaction was recorded as a participating interest – loan receivable on the Fund’s Balance Sheet and carried at amortized cost. The Fund recognizes interest income using the effective interest method. The loan was unsecured with the Fund being entitled to a pro-rata portion of MECI’s credit insurance in the event of a default. The loan was fully repaid in May 2015, after which, the Fund provided additional aggregate financing of $14,419,450 to MECI to participate in the existing facility under the same agreement. The outstanding facility was fully repaid as of December 31, 2015.

The Fund recognized interest income on participating interests of $440,157 and $38,195 for the years ended December 31, 2015 and 2014, respectively.

7. LONG-TERM DEBT

In September 2015, the Fund entered into a a limited recourse loan agreement with a Japanese bank. The loan has a credit limit of $16,750,000 ~~with~~and ~~the~~an ~~Fund’s~~interest ~~leased~~rate of 3.192% ~~CFM56-7B~~per ~~jet~~year. ~~engines~~The ~~pledged~~full asamount ~~collateral~~of the loan was drawn down in October 2015. The Fund’s leased CFM56-7B jet engines, which had a net carrying value of $2221,~~506~~817,~~925~~988 on the Fund’s Balance Sheet as of December 31, ~~2015~~2016, are pledged as collateral. The loan matures in October 2019 and ~~bears interest of 3.192% per year. The loan~~ can be repaid prior to maturity. The ~~Fund drew down the full amount of the~~ loan ~~in October 2015. The loan~~ is recorded as long-term debt and carried at amortized cost on the Fund’s Balance Sheet. The Fund recognizes interest expense using the effective interest method.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

The Fund paid an upfront fee to the lender of $50,750 and incurred legal fees of $6,866 directly related to obtaining the loan. These costs are included as a reduction to the carrying value of the loan and are amortized to interest expense using the effective interest rate method.

The Fund recognized interest expense, including the amortization of debt financing costs, of $~~127~~519,~~145~~217 and $0127,415 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

~~The~~As of December 31, 2016, the scheduled maturities of long-term debt, including accretion of the debt discount, over the next five years are asdetailed ~~follows~~below. asThe maturity of ~~December~~the ~~31,~~current drawdowns ~~2015~~in 2019 are within the Fund’s liquidation period and coincide with the Fund’s intended wind-down period:

For the year ending December 31, 2016	$	1,710,754
For the year ending December 31, 2017		1,770,199
For the year ending December 31, 2018		1,830,145
For the year ending December 31, 2019		11,101,~~679~~680
Thereafter		-
	$	14,702,024
	$	16,412,777

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

8. TRANSACTIONS WITH AFFILIATES

As discussed in Note 1, the Fund is required to pay fees to the Manager and its affiliates for providing or arranging all services necessary for its operations, including those relating to equipment acquisitions and disposals, asset management and administrative, reporting and regulatory services. As discussed in Note 6, the Fund entered into participation agreements with MBL UK and MECI, members of the Macquarie Group of companies and affiliates of the Manager.

The Fund pays the Manager and its affiliates’ fees for operating services performed including:

· Acquisition fees of 3% of the purchase price that the Fund pays for each item of equipment or direct or indirect interest in equipment acquired, including under lease agreements, trading transactions, residual value guarantees, pay per use agreements, forward purchase agreements, total lease return swaps, participation agreements, equipment purchase options, other equipment-related transactions, joint ventures, special purpose vehicles and other Fund arrangements. Since the Fund has entered its liquidation period on July 1, 2016, the Fund does not expect to incur any more acquisition fees from this date going forward;

Asset management fees equal to the lesser of: (a) (i) 5% of gross rental payments from non-full payout leases (except that 1% of gross rental payments shall be payable with respect to non-full payout leases for which management services are performed by non-affiliates under the Manager’s supervision); (ii) 2% of gross rental payments from full payout leases which contain net lease provisions; and (iii) 7% of gross rental payments from equipment for which the Fund provides services in addition to equipment management relating to the continued and active operation of the Fund’s equipment such as, but not limited to, ongoing marketing and re-leasing of equipment and hiring or arranging for the hiring of crews or operating personnel for the Fund’s equipment and similar services; or (b) the amount of fees which are competitive for similar services;

Remarketing fees equal to the lesser of (i) 3% of the purchase price paid to the Fund by the purchaser of the investment, or (ii) one-half of reasonable, customary and competitive brokerage fees paid for services rendered in connection with the sale of equipment of similar size, type and location. Payment of remarketing fees shall be subordinated until such time when investor return has been achieved. “Investor Return” means such time when the aggregate amount of distributions to the members equals, as of any determination date, an amount equal to a pre-tax 8.0% per annum internal rate of return compounded daily on all capital contributions of members;

· Out-performance fees depending upon the extent to which Investor Return has been achieved. Prior to the time that Investor Return is achieved, cash distributions will be made 99.0% to the Fund’s members and 1.0% to the Manager. After the time that Investor Return is achieved, cash distributions will be made 81.0% to the Fund’s members and 19.0% to the Manager; and

Outperformance fees depending upon the extent to which Investor Return has been achieved. Prior to the time that Investor Return is achieved, cash distributions will be made 99.0% to the Fund’s members and 1.0% to the Manager. After the time that Investor Return is achieved, cash distributions will be made 81.0% to the Fund’s members and 19.0% to the Manager; and

Reimbursement of operating expenses depending up on the scope and volume of services the Manager provides to the Fund.

For the years ended December 31, 2016 and 2015, the Fund paid management fees to Macquarie Aircraft Leasing Services (“MALS”), an affiliate of the Manager, for management services related to the aircraft lease for the Airbus model A320-200. The fees paid by the Fund to MALS are 3% of gross rental receipts and are expensed as incurred and included in the Fund’s Statements of Operations.

Related party fees are invoiced as the work is performed and settled monthly. Operating expense reimbursement is generally invoiced and settled annually.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO ~~THE~~ FINANCIAL STATEMENTS

·For ~~Reimbursement~~the ofyears ~~operating~~ended ~~expenses~~December 31, ~~depending~~2016 and ~~upon~~2015, the ~~scope~~Fund ~~and~~has ~~volume~~accrued, ofin ~~services~~fees payable (related party) on the ~~Manager~~Fund’s ~~provides~~Balance Sheet, or paid to the ~~Fund.~~Manager or its affiliates the following amounts:

For the year ended December 31, 2015 and 2014, the Fund paid management fees to Macquarie Aircraft Leasing Services (“MALS”), an affiliate of the Manager, for management services related to the aircraft lease for the Airbus model A320-200. The fees paid by the Fund to MALS are 3% of gross rental receipts and are expensed as incurred and included in the Fund’s Statements of Operations.

Year ended

Entity

Capacity

Description

December 31, 2016

December 31, 2015

Macquarie Asset Management Inc.

Manager

Acquisition fees (1)

225,000

Macquarie Asset Management Inc.

Manager

Management fees (2)

500,093

550,793

Macquarie Asset Management Inc.

Manager

Operating expenses (3)

385,814

458,743

Macquarie Asset Management Inc.

Manager

Outperformance fees (2)

387,039

74,830

Macquarie Aircraft Leasing Services

Affiliate

Management fees (2)

68,040

84,600

~~For the year ended December 31, 2015 and 2014, the Fund has accrued, in fees payable~~ (~~related party~~1) onAmount ~~the~~is ~~Fund’s~~capitalized ~~Balance~~into ~~Sheet, or paid to~~ the ~~Manager~~carrying orvalue ~~its affiliates~~of ~~the~~loan ~~following amounts:~~receivables.

Year ended

Entity

Capacity

Description

December 31, 2015

December 31, 2014

Macquarie Asset Management Inc.

Manager

Acquisition fees (1)

123,668

Macquarie Asset Management Inc.

Manager

Management fee (2)

550,793

585,465

Macquarie Asset Management Inc.

Manager

Operating Expenses (2)

458,743

469,140

Macquarie Asset Management Inc.

Manager

Outperformance fee (2)

74,830

75,428

Macquarie Rail Inc.

Affiliate

Due dilligence (1)

41,267

Macquarie Aircraft Leasing Services

Affiliate

Management fee (2)

84,600

63,450

(1) Amount is capitalized into the cost of an asset when it is classified as an operating or a finance lease.

(2)

Amount charged directly to operations.

9.(3) ~~EQUITY~~Amount for the year ended December 31, 2016 includes $12,740 allocated to the carrying amount of loan receivables and the remaining amount charged directly to operations.

~~As of December 31, 2015 and 2014, the Fund had~~ 9~~,297,489 and 9,396,317 shares of limited liability company membership interest outstanding, respectively (including the DRP shares and net of repurchased shares)~~. AsMEMBERS’ ~~of December 31, 2015 and December 31, 2014, the cumulative number of shares repurchased since inception was 360,628 and 261,800, respectively.~~EQUITY

~~The~~As ~~Fund~~of ~~declared~~December 31, ~~distributions~~2016 ofand $72015,~~476,254 during~~ the Fund ~~year~~had ~~ended~~9,183,494 ~~December~~and 319, ~~2015~~297,489 shares of ~~which~~limited $6liability company membership interests outstanding,~~844,533~~ ~~were~~respectively ~~paid~~(including DRP shares and ~~$631,721~~net ~~were~~of ~~payable~~repurchased asshares). As of December 31, 2016 and December 31, 2015, the cumulative number of shares repurchased since inception was 474,623 and 360,628, respectively.

The Fund declared distributions of $38,696,115 during the year ended December 31, 2016, of which $38,072,139 was paid and $623,976 was payable as of December 31, 2016.

The $38,696,115 in distributions declared during the year ended December 31, 2016 was approximately $4.21 per share of $10.00 par value membership interest ($9.00 par value for DRP shares) of which approximately $1.79 represented a partial liquidating distribution paid from members’ equity.

10. FAIR VALUE MEASUREMENTS

The Fund is required to disclose the fair value of financial instruments, as defined below. None of the Fund’s assets and liabilities are carried at fair value on the Fund’s Balance Sheet on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Fund’s own estimates of assumptions that market participants would use in pricing the asset or liability.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Non-Recurring Fair Value Measurements

As of December 31, ~~2015~~2016 and ~~2014~~2015, there ~~were~~ were no assets or liabilities measured using non-recurring fair value measurements.

Fair Value of Financial Instruments

The Fund’s financial instruments, ~~which~~ which are not carried on the Fund’s Balance Sheet at fair value on a recurring basis, are carried at contracted amounts which approximate fair value. As of December 31, ~~2015~~2016 and ~~2014~~2015, ~~they~~the ~~consist~~Fund’s offinancial instruments included cash and cash equivalents and restricted cash, which are classified as Level 1 under the hierarchy defined above. The Fund’s participating interest - loan receivables (related party), ~~and~~accrued ~~loans~~interest receivable, ~~loans~~other receivables, fees payable ~~and~~(related ~~participating~~party), ~~interests~~distributions payable, other payables -and ~~loans~~accrued ~~receivable,~~interest ~~which~~payable are classified as Level 3, based on the fact that they were valued using inputs that are generally ~~unobservable~~ unobservable and are supported by little or no market data. The Fund uses projected cash flows to estimate the fair value of these ~~financial~~ ~~assets. Fair value information with respect to certain~~ financial ~~instruments~~assets ~~which are not carried on the Balance Sheet at fair value is not separately provided given that fair value disclosures of lease arrangements are not required~~ and ~~the carrying value of the Fund’s other financial instruments approximates fair value due to the fact that they have short term maturities (all less than one year) and credit risk is deemed low~~liabilities.

~~Fees~~The ~~payable,~~fair ~~distributions~~value ~~payable,~~of ~~and~~the Fund’s fixed rate ~~other~~loan ~~payables~~receivables ~~are~~was ~~short~~estimated ~~term~~by discounting the future cash flows related to the loans. The discount rate was derived by adjusting the margin at inception for material changes in ~~nature~~the counterparty’s risk and ~~therefore~~adding ~~their~~the ~~carrying~~applicable ~~value~~fixed ~~approximates~~rate ~~their~~based on the current interest rate curve. The fair value, ~~which~~of ~~would~~the beFund’s ~~classified~~fixed-rate non-recourse long-term debt was estimated by discounting the future cash flows related to the debt. The discount rate was derived by adjusting the margin at inception for material changes in the Fund’s risk and adding the applicable fixed rate based on the current interest rate curve. The Fund’s fixed rate loan receivables and long-term debt are classified as Level 3, based on the fact that they were valued using inputs that are generally unobservable and are supported by little or no market data.

The carrying value of the Fund’s long-term debt approximates its fair value given the transaction occurred in October 2015 and there were no material changes to market interest rates and the Fund’s credit quality between then and December 31, 2015.

	December 31, 2016
	Carrying Value		Fair Value

Fixed rate loan receivables	$	12,593,290	$	12,817,348

Fixed rate long-term debt	$	14,702,024	$	14,597,506

Fair value information with respect to certain financial instruments which are not carried on the Fund’s Balance Sheet at fair value is not separately provided given that fair value disclosures of certain kinds of lease arrangements are not required under U.S. GAAP and the carrying value of the Fund’s other financial instruments approximates fair value due to the fact that they have short term maturities (all less than one year) and credit risk is deemed low.

11. COMMITMENTS AND CONTINGENCIES

Other than obligations associated with investing ~~activities~~ activities or as set forth in the Fund’s operating agreement, there were no contractual obligations, commitments or contingencies as as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

12. SUBSEQUENT EVENTS

InAs ~~January~~discussed ~~and~~in ~~February~~Note ~~2016 the Fund loaned $13~~3,~~590,073,~~ ~~inclusive~~in ofJanuary ~~any origination costs~~2017, tothe Fund signed a USnon-binding ~~drilling~~letter ~~company.~~of ~~The~~intent ~~financing~~with ~~has~~ a ~~term~~U.S. ofcounterparty ~~two~~regarding ~~years~~the ~~and~~sale ~~is secured by one~~ of the ~~drilling~~Airbus ~~company’s~~model ~~land~~A320-200 ~~based~~aircraft. ~~rigs~~The leased ~~and~~asset ahas ~~three~~been ~~year~~reported ~~drilling~~as ~~rig~~“Leased ~~operating~~equipment ~~contract.~~held ~~The~~for ~~Fund~~sale” ~~had~~on ~~capitalized $140,000~~the ofFund’s ~~commitment~~Balance ~~fees~~Sheet ~~relating to the financing~~ as of December 31, ~~2015~~2016. ~~Any~~The ~~fees~~Fund ~~associated~~expects ~~with~~to sell the ~~financing~~aircraft at ~~will~~a begain ~~deferred and recognized~~ over the ~~life~~carrying ~~of the loan~~value.

3335

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

As discussed in Note 3, in January 2017, the Fund reached an agreement to sell its machine tool equipment to the lessee upon lease maturity in October 2017 for an agreed-upon sales price, and modified the lease agreement accordingly. The leased asset has been reported as “Leased equipment held for sale” on the Fund’s Balance Sheet as of December 31, 2016. The Fund expects to recognize a gain on sale in the quarter ending March 31, 2017 as a result of this lease modification.

In January 2017, the Fund declared a distribution of $623,172 which was paid to its members in February 2017. In addition, in January 2017, the Fund paid the distribution of $623,976 that was outstanding on the Fund’s Balance Sheet as “Distribution payable” as of December 31, 2016.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of the Manager’s President and Principal Financial Officer, the Fund evaluated its disclosure controls and procedures (as such term is defined under Rule 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this report to ensure that the information required to be disclosed by the Fund in reports filed with the SEC is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Fund in the reports filed with or submitted under the Exchange Act is accumulated and communicated to the Manager to allow timely decisions regarding required disclosure. Based on that evaluation, our Manager’s President and Principal Financial Officer concluded that the Fund’s disclosure controls and procedures were effective as of December 31, ~~2015~~2016.

Management’s Annual Report on Internal Controls over Financial Reporting

The management of the Manager is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in Exchange Act Rule 13a-15(f) for the Fund, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2015~~2016. All internal control processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Manager assessed the ~~effectiveness~~ effectiveness of the Fund’s internal control over financial reporting as of December 31, ~~2015~~2016. In making this assessment; ~~management~~ management of the Manager used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of ~~Sponsoring~~ Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on its assessment, management of the Manager concluded that the Fund’s internal control over financial reporting was effective as of December 31, ~~2015~~2016.

This Annual Report does not include an attestation report of the Fund’s independent registered public accounting firm regarding internal control over financial reporting. Management’s assessment was not subject to attestation by the Fund’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Fund to provide only management’s assessment in this Annual Report.

Changes in Internal Control

There has been no change in the Fund’s internal control over financial reporting during the year ended December 31, ~~2015~~2016 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

Item 9B. Other Information

None.

3437

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Fund is a manager-managed limited liability company and has no directors or executive officers. The Fund’s Manager is Macquarie Asset Management Inc. The Fund’s investment decisions will be made by the Manager’s board of directors, which at the date of this Annual Report on Form 10-K is comprised of David Fahy, Tom O’Neill and James A. Pitts. The Manager and the persons making the Fund’s investment decisions can be contacted at:

• the Manager’s principal office at 225 Franklin St, 17th Floor, Suite 1740, Boston, Massachusetts, 02110; or

• the Manager’s telephone number, (617) 457-0645.

The Manager is a member of the Macquarie Group. In managing the Fund, the Manager will have access to the experienced leasing, funds management and other resources of the Macquarie Group. The Manager was formed in 2008 and this is the first public equipment leasing fund that it has managed.

The following table provides information regarding the members of the board of directors and the executive officers of the Manager.

Name	Age	Title
David Fahy	5354	Director and President
Tom O’Neill	5455	Director and Vice President
John Papatsos	45	Principal Financial Officer
Brett Beldner*	46	Principal Financial Officer
James A. Pitts	7576	Independent Director

~~David~~*Brett ~~Fahy~~Beldner ~~has~~replaced ~~been~~John ~~President~~Papatsos ~~of the Manager since its inception~~ on ~~August 21, 2008. Mr. Fahy has been with the Macquarie Group since joining its equipment leasing division in September 1998. Since~~ June ~~2006, Mr. Fahy has been responsible for global equipment leasing investment~~ ~~and co-investment opportunities for both institutional and retail investors with a particular focus on origination~~13, ~~management and remarketing of equipment loans and leases~~2016. From July 2001 to June 2006, Mr. Fahy was responsible for the Macquarie Group’s structured technology syndication investments business. Prior to joining Macquarie, Mr. Fahy was employed at Coopers and Lybrand in Sydney, Australia from January 1987 to September 1998 in a number of roles, including that of Tax Director, and at Ernst & Young in Dublin, Ireland from September 1982 to December 1986 in a number of roles, including that of chartered accountant. Mr. Fahy holds a Bachelor of Commerce from University College Galway, Ireland and is a Fellow of the Institute of Chartered Accountants in Ireland and a member of the Institute of Chartered Accountants in Australia.

~~Tom~~David ~~O’Neill,~~Fahy has been a Director and ~~Vice~~ President of the Manager, ~~joined~~since ~~the~~its ~~Macquarie~~inception ~~Group~~on inAugust 21, ~~July~~ 2008. asMr. Fahy ahas ~~Senior~~been ~~Vice~~with ~~President,~~the ~~and~~Macquarie ~~acted~~Group assince ~~head~~joining ofits ~~distribution~~equipment ~~for~~leasing ~~the~~division ~~Macquarie~~in ~~Equipment~~September ~~Leasing Fund~~1998. AsSince ofJune ~~September 5~~2006, ~~2011,~~ Mr. O’Fahy ~~Neill~~has ~~was~~been ~~appointed~~responsible asfor anglobal ~~officer~~equipment ~~and~~leasing investment ~~director~~and ofco-investment ~~the~~opportunities ~~Manager.~~for ~~Prior~~both toinstitutional ~~joining~~and ~~the~~retail ~~Macquarie~~investors ~~Group,~~with ~~Mr. O’Neill~~a ~~was~~particular ~~employed~~focus ason ~~Senior~~origination, ~~Vice~~management and ~~President~~remarketing of ~~Operations~~ atequipment ~~Realty~~loans ~~Capital~~and ~~Securities,~~leases. ~~LLC,~~From ~~from~~July ~~October~~2001 ~~2007~~to ~~until~~June ~~July 2008~~2006, ~~where~~Mr. Fahy he was responsible for ~~overseeing~~the ~~operations,~~Macquarie Group’s ~~due~~structured ~~diligence~~technology ~~and~~syndication ~~product~~investments ~~management~~business. ~~and~~Prior to joining Macquarie, Mr. Fahy was employed at ~~Boston~~Coopers ~~Capital~~and ~~Securities~~Lybrand in Sydney, Australia from ~~August~~January ~~2003~~1987 ~~until~~to ~~June~~September ~~2007~~1998 in a number of roles, including ~~Sales~~ ~~Desk~~that ~~Manager,~~of ~~Assistant~~Tax ~~Vice President~~Director, and ~~Vice~~at ~~President,~~Ernst & Young ~~Director~~in ofDublin, ~~Sales~~Ireland ~~and~~from ~~Operations.~~September ~~From~~1982 ~~January~~to ~~1998~~December ~~until~~1986 ~~August 2003~~in hea ~~was~~number ~~employed~~of asroles, aincluding ~~Financial~~that ~~Advisor~~of atchartered ~~Merrill~~accountant. ~~Lynch~~Mr. &Fahy holds ~~Co.~~a HeBachelor ~~earned~~of aCommerce ~~Diploma~~from inUniversity ~~Business~~College ~~Studies~~Galway, ~~from~~Ireland and is a Fellow of the Institute of ~~Technology,~~Chartered ~~Carlow,~~ Accountants in Ireland, and ~~holds~~a ~~FINRA~~member ~~securities~~of ~~licenses~~the ~~series~~Institute 7,of ~~63,~~Chartered ~~and~~Accountants 24in Australia.

~~John~~Tom ~~Papatsos~~O’Neill, ~~has~~Director ~~served~~and Vice President of the Manager, joined the Macquarie Group in July 2008 as a Senior Vice President, and acted as head of distribution for the ~~Principal~~Macquarie ~~Financial~~Equipment ~~Officer~~Leasing Fund. As of September 5, 2011, Mr. O’ Neill was appointed as an officer and director of the Manager. Prior to joining the Macquarie Group, Mr. O’Neill was employed as Senior Vice President of Operations at Realty Capital Securities, LLC, from October 2007 until July 2008, where he was responsible for overseeing operations, due diligence and ~~Principal~~product ~~Accounting~~management. ~~Officer~~Prior to that position, Mr. O’Neill was employed at Boston Capital Securities, from August 2003 until June 2007 in a number of roles including Sales Desk Manager, Assistant Vice President, and Vice President, Director of Sales and Operations. From January 1998 until August 2003 he was employed as a Financial Advisor at Merrill Lynch & Co. He earned a Diploma in Business Studies from the ~~Registrant~~Institute ~~since~~of ~~June~~Technology, 19Carlow, ~~2012~~in Ireland, and holds FINRA securities licenses series 7, 63, and 24.

~~Mr.~~Brett ~~Papatsos~~Beldner ~~joined~~has ~~the~~served ~~Macquarie~~as ~~Group~~the inPrincipal Financial ~~October~~Officer ~~2008~~of asthe ~~a Senior~~Manager ~~Vice~~and ~~President,~~Principal ~~and~~Accounting isOfficer ~~currently~~of the ~~Chief~~Registrant ~~Operating~~since ~~Officer~~June ~~for~~13, ~~Finance~~2016. inMr. Beldner joined the Macquarie ~~Americas.~~Group ~~From~~in ~~October~~September ~~2008~~2014 –as ~~June 2011,~~an ~~Mr.~~Associate ~~Papatsos~~Director ~~was~~in ~~appointed~~Finance for the Americas, as anthe ~~officer~~head of ~~Macquarie~~Accounting ~~Capital~~Policy ~~USA~~for ~~Inc.~~the Northern Hemisphere, awhere ~~broker~~he ~~dealer~~was ~~registered~~responsible ~~with~~for ~~the~~reviewing ~~Securities~~ and ~~Exchange~~ ~~Commission.~~establishing ~~Prior~~accounting topolicy. Since joining the Macquarie Group, he ~~Mr.~~has ~~Papatsos~~taken ~~was~~on ~~employed~~additional responsibilities as ~~Managing~~the ~~Director~~head atof ~~Natixis~~finance ~~Capital~~for ~~Markets, Inc.,~~two ~~from~~divisions ~~June~~within ~~1999~~the –Americas: ~~October~~Corporate ~~2008,~~and ~~where~~Asset heFinance and ~~was~~Macquarie ~~responsible~~Capital. ~~for~~Prior ~~overseeing~~to ~~financial~~joining ~~planning,~~the ~~capital~~Macquarie ~~markets accounting~~Group, ~~and~~ ~~regulatory~~Mr. ~~reporting,~~Beldner ~~and~~worked at JPBarclays ~~Morgan,~~ from September ~~1992~~2009 –to ~~June~~September ~~1999~~2014 as inboth the Head of Americas Technical Accounting Team and a ~~number~~member of ~~roles~~the ~~including~~Americas ~~short~~Financial ~~term~~Control ~~interest~~Management team. Mr. Beldner ~~rate~~also ~~trading~~spent ~~finance~~five years working at Lehman Brothers and ~~regulatory~~seven ~~reporting~~years at PricewaterhouseCoopers. Mr. ~~Papatsos~~Beldner currently resides in Westchester, New York ~~City~~. He earned aan ~~Diploma~~undergraduate degree in ~~Public~~Economics ~~Accounting~~ from ~~Pace~~Duke University, ~~New~~Master ~~York~~of ~~City,~~Business aAdministration ~~Master’s~~degree ~~Degree~~ in Finance from ~~St.~~the ~~John’s~~ University of Maryland, and ~~holds~~is ~~FINRA~~licensed ~~securities license~~as 27a Certified Public Accountant in the State of New York.

3538

James A. Pitts, Independent Director of our Manager, joined the board of directors of our Manager in March 2009. From June 2013 until June 2015, Mr. Pitts was a member of the board of directors of Laboure College, which is a 120 year old Catholic college that focuses on nursing and health care education, located in Milton, MA. He served on the Nominating and Governance Committee and on the Finance and Risk Committee at Laboure. Mr. Pitts was a Director of Wainwright Bank & Trust Company, a NASDAQ-listed community bank, from May 2005 until November 2010, when the bank was sold. Mr. Pitts served as the Chair of Wainwright Bank & Trust Company’s Audit Committee from January 2008 until November 2010, and had been a rotating member of its Executive Committee since April 2006. Mr. Pitts served as a Director of the National Association of Corporate Directors New England Chapter and the Chair of its Audit Committee from June of 2005 until June of 2011 at which time he was elected to the organization’s newly formed Senior Advisory Board. During the period of March 2009 until October 2010, Mr. Pitts was the sole independent member of the Advisory Board of Boston Coach, Fidelity Company. From 1996 to May 2004, Mr. Pitts served as the Chief Financial Officer and Treasurer of The Boston Foundation, a $650 million community foundation, and from June 2004 to August 2004, Mr. Pitts served as the Chief Investment Officer and Treasurer of The Boston Foundation. From 1988 to 1996, Mr. Pitts held positions including Executive Vice President and Chief Financial Officer of Clean Harbors, Inc., a NASDAQ-listed environmental disposal and service firm, as well as Chief Financial Officer of Bain and Company, an international consulting firm. Prior to that time, Mr. Pitts also held senior financial roles in publicly traded multinational corporations where he held wide responsibilities for SEC reporting, financial statement preparation, internal audit, risk management and compliance and regulatory matters. In his roles as Chief Financial Officer, Mr. Pitts has reviewed and overseen various equipment leasing transactions. Mr. Pitts holds a Master of Business Administration from the University of Connecticut and a Bachelor of Business Administration from Niagara University, New York. Mr. Pitts is a Certified Public Accountant and holds a Certificate of Director Education from the National Association of Corporate Directors, a public company director education and credentialing organization.

Under the Fund’s operating agreement, the board of directors of the Manager must consist of at least one independent director, except for a period of 90 days after the death, removal or resignation of an independent director. An independent director may not, directly or indirectly (including through a member of his or her immediate family), be associated with the Manager or its affiliates within the last two years before becoming a director and at such time an independent director may not own any interest in, be employed by, have any material business or professional relationship with, serve as an officer or director of the Manager’s affiliates or perform services (other than as an independent director) for the Fund.

Because we are not listed on any national securities exchange or inter-dealer quotation system, our definition of “independent director”, as used in evaluating whether any of our Manager’s directors are independent, may be found in our Amended and Restated Operating Agreement dated as of June 19, 2009, which is available (and any amendments thereto) free of charge on our Manager’s internet website at http://www.macquarie.com/mgl/com/mami/leasing-funds. The information contained on our Manager’s website is not deemed part of this Annual Report on Form 10-K.

Under this definition, the board of directors of our Manager has determined that Mr. Pitts is an independent director. However, we have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committees performing similar functions. The functions of those committees are currently undertaken by the Manager's board of directors as a whole. Because we have only one independent director, we believe that the creation of these committees, at this time, would be cumbersome and constitute more form over substance. Notwithstanding the foregoing, Mr. Fahy, the Manager's President and a Director, is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3, 4 ~~and~~ and 5, the Fund is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ~~ended~~ ended December 31, ~~2015~~2016.

Code of Ethics

The Manager of the Fund has adopted a ~~code~~ code of ethics that applies to the Manager’s principal executive officer, principal financial officer, principal accounting ~~officer~~ officer or controller, or persons performing similar functions. The code of ethics contains written standards that are reasonably ~~designed~~ designed to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable ~~disclosure~~ disclosure in reports and documents that the Fund files with, or submits to, the SEC and in other public communications made by the Fund; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) accountability for adherence to the code. The code of ethics is available without charge upon request from our Manager, 225 Franklin St., 17th Floor, Suite 1740, Boston, Massachusetts, 02110. The Manager’s code of ethics is also posted on its website at www.macquarie.com/mgl/com/mami/leasing-funds. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics, or waivers of such provisions, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors on our ~~website~~Manager’s website identified above. The inclusion of ~~our~~the Manager’s website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on ~~our~~the Manager’s website into this Annual Report on Form 10-K.

Family Relationships

There are no family relationships among our Manager’s executive officers and directors.

Involvement in Certain Legal Proceedings

During the past ten years, none of our Manager’s directors, executive officers, control persons or director nominees has been:

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Item 11. Executive Compensation

The Fund is a manager-managed limited liability company and has no directors or executive officers. Our Manager and its affiliates were paid compensation and reimbursement for costs and expenses. The amount of such expenses for the year ended December 31, ~~2015~~2016 is set forth in Item 8 of this report under the caption “Financial Statements and Supplementary Data—Notes to Financial Statements—Transactions with Affiliates,” at Note 8 thereof, which information is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) We do not have any securities authorized for issuance under any equity compensation plan.

(b) As of December 31, ~~2015~~2016, our Manager ~~owned~~ owned approximately 2% of our shares. No person of record owns, or is known by us to own, beneficially more than 5% of any class of our securities.

~~(c) As of December 31, 2015, no directors or officers of our Manager own any of our equity securities.~~40

(d) Neither we nor our Manager are aware of any arrangements with respect to our securities, the operation of which may at a subsequent date result in a change of control of us.

See Item 11 to this Annual Report on Form 10-K for a discussion of compensation and reimbursement to the Manager. See Item 8 of this report under the caption "Financial Statements and Supplementary Data - Notes to Financial Statements - Transactions with Affiliates," at Note 8 thereof, which information is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services

During the ~~year~~years ended December 31, ~~2015 and~~2016 ~~2014~~and 2015, the Manager incurred audit, audit-related and other fees with its principal auditors, PricewaterhouseCoopers LLP, as follows:

	For the year ended December 31, 2015		For the year ended December 31, 2014
	For the year ended December 31, 2016		For the year ended December 31, 2015
Audit fees	$	111,119	$	109,522
Audit Fees	$	122,904	$	111,119
Audit related fees		-		-
Audit Related Fees		-		-
Tax fees		-		-
Tax Fees		-		-
Other fees		-		-
All Other Fees		-		-
	$	~~111~~122,~~119~~904	$	~~109~~111,~~522~~119

Audit fees consist of the aggregate fees and expenses billed in connection with the audit of the Fund’s annual financial statements and the review of the financial statements included in the Fund’s Annual Reports on Form 10-K and the review of the financial statements included in the Fund’s quarterly reports on Form 10-Q.

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PART IV

Item 15. Exhibits, and Financial Statement Schedules

(a) Financial Statements and Schedules

The index of financial statements and schedules are set forth in in Item 8 of this Annual Report on Form 10-K.

(b) Exhibits

Exhibit No.		Description
3.1		Certificate of Formation(1)
3.2		Amended and Restated Limited Liability Company Agreement(1)
31.1		Rule 13a-14(a)/15d-14(a) Certification of President of the Manager †
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the Manager †
32.1		Section 1350 Certification of President of the Manager and Principal Executive Officer ††
32.2		Section 1350 Certification of Principal Financial Officer of the Manager and Principal Accounting Officer ††
101.0		The following materials from the Annual Report on Form 10-K of Macquarie Equipment Leasing Fund, LLC for the year ended December 31, ~~2015~~2016, filed on ~~March~~February 124, ~~2016~~2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets as of December 31, ~~2015~~2016 and December 31, ~~2014~~2015, (ii) the Statement of Operations for the year ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015, (iii) the Statements of Cash Flows for the year ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015, (iv) the Statements of Changes in Members’ Equity for the year ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015 and (v) the Notes to Financial Statements. †

(1) Incorporated by reference to the Fund’s Registration Statement on Form S-1 (No. 333-154278), as amended.

(1)	Incorporated by reference to the Fund’s Registration Statement on Form S-1 (No. 333-154278), as amended.
†	Filed herewith.
††	Furnished herewith.

†Item ~~Filed herewith~~16. Form 10-K Summary

††The ~~Furnished~~Fund ~~herewith~~has elected not to include summary information.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MACQUARIE EQUIPMENT LEASING FUND, LLC

By: /S/ ~~David~~DAVID ~~Fahy~~FAHY David Fahy President of the Manager and Principal Executive Officer of Registrant

	By:	/S/ ~~John~~BRETT ~~Papatsos~~BELDNER
		John Papatsos
		Brett Beldner
		Principal Financial Officer of the Manager and Principal
		Accounting Officer of Registrant
		Date: March 1, 2016
		Date: February 24, 2017

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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