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, ~~2016~~ 2017

orOR

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

For the ~~transition~~Transition ~~period~~Period from ~~_______ to _______~~_____________to______________

Commission ~~file~~File ~~number~~Number: 000-53904

MACQUARIE EQUIPMENT LEASING FUND, LLC

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified in~~Specified ~~its~~in ~~charter~~Its Charter)

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

225 Franklin St, 17th Floor, Suite 1740

Boston, Massachusetts 02110

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(617) 457-0645

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~ ~~area~~Including ~~code~~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~~Website, 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 (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of ~~registrants~~registrant’s 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., or an emerging growth company. See the definitions of “large accelerated filer,”, “accelerated filer”, ~~and~~ “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-~~Accelerated~~accelerated Filer ¨ Smaller Reporting Company x Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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 ~~9,171,660~~no shares of limited liability company membership interests outstanding asat of February 2421, ~~2017~~2018.

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	1517
Item 8.	Financial Statements and Supplementary Data	1618
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3735
Item 9A.	Controls and Procedures	3735
Item 9B.	Other Information	3735
PART III	~~PART III~~
Item 10.	Directors, Executive Officers and Corporate Governance	3836
Item 11.	Executive Compensation	4038
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4038
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4139
Item 14.	Principal Accountant Fees and Services	4139
PART IV	~~PART IV~~
Item 15.	Exhibits and Financial Statement Schedules	4240
Item 16.	~~Form~~ 10-K Summary	4240
	Signatures	4341

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. InThe ~~particular,~~Fund ~~changes~~completed inits ~~general~~liquidation ~~economic~~as ~~conditions~~of December 31, ~~including~~2017 ~~fluctuations~~and inany ~~demand~~forward-looking ~~for~~statements ~~equipment,~~within ~~lease~~this ~~rates,~~Annual ~~and~~Report ~~interest~~on ~~rates,~~Form ~~may~~10-K ~~result~~will inonly ~~delays~~pertain into ~~investment~~post-liquidation ~~and~~activities ~~reinvestment,~~or ~~delays~~events inwhich ~~leasing,~~may ~~re-leasing,~~be ~~and~~affected ~~disposition~~by ofchanges ~~equipment,~~in ~~and~~general ~~reduced~~economic ~~returns~~conditions. onPost-liquidation ~~invested~~activities ~~capital.~~include ~~The Fund’s~~filing ~~performance~~of isfinal ~~also~~partnership ~~subject~~tax toreturns ~~risks~~and ~~relating~~payment ~~to the value~~ of ~~its~~professional ~~equipment~~fees atsuch ~~the~~as ~~end~~audit ofand ~~its~~legal ~~leases,~~fees. ~~which~~The ~~may~~Fund behas ~~affected~~completely bydivested ~~the~~all ~~condition~~ of ~~the~~its ~~equipment,~~investments ~~technological obsolescence~~ and ~~the~~no ~~markets~~longer ~~for~~has ~~new~~any ~~and~~investment ~~used~~activities ~~equipment~~post atDecember ~~the~~31, ~~end of lease terms~~2017. 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 acquired or originated a diversified portfolio of equipment, equipment ~~leases~~ leases and loans, and other equipment-related investments. The majority of the Fund’s equipment iswas leased to corporate clients. The Fund’s objective was 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 iswas December 31.

The manager of the Fund iswas 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~~earned 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~~reimbursed 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~~had 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. The Fund’s operating period commenced on that date and ceased on June 30, 2016. The Fund’s liquidation period commenced on July 1, 2016 and ~~may~~concluded ~~last~~on ~~for~~December up31, ~~to three years~~2017. ToDuring ~~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~~ member requests for redemptions in cases of death or proof of disability (as the term is defined in the Americans with Disabilities ~~Act~~ Act of 1990, as amended). ~~During~~Also, during the liquidation period, the Fund ~~will~~did not pursue any new equipment lease and loan investment ~~opportunities~~ ~~and~~opportunities ~~will~~but ~~continue~~instead toinvestigated ~~manage end of lease options~~ and ~~investigate~~pursued divestment opportunities for its portfolio of leased equipment and equipment leases and loans.

On December 19, 2017, the Fund completed the sale of all of its investments, including the sale of its leased equipment, equipment leases and loans, to various third parties including the original lessees of the equipment. According to the Fund’s Amended and Restated Limited Liability Company Operating Agreement, the sale of all or substantially all of the investments of the Fund results in dissolution of the Fund. On December 29, 2017, the Fund wound up its remaining business, paid final distributions and cancelled all remaining outstanding shares.

In December, the Manager filed a certificate of cancellation for the Fund with the Secretary of State of the State of Delaware with an effective date of December 31, 2017. The Manager intends to file a Form 15 for the Fund with the Securities and Exchange Commission (“SEC”) directly subsequent to this Annual Report on Form 10-K.

Final Form 1065 K-1’s are expected to be sent to the Fund’s shareholders on or before March 15, 2018.

Investment Objectives

The Fund’s principal investment objectives were to:

• Preserve, protect and return invested capital. The Fund 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 developed a portfolio of varied equipment types, transaction types and clients, with a variety of long and short term transaction 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~~ and from other investments. In turn, the Fund made regular monthly cash distributions ~~since the initial closing date of its offering and~~ throughout its operating ~~period~~ and liquidation ~~period to date~~periods.

• Reduce the Fund’s overall risk through diversification of its portfolio. The Fund 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~~ Reduce athe ~~favorable~~Fund’s ~~total~~overall ~~return~~risk onthrough ~~investments~~diversification of its portfolio. The Fund 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 reduced isits ~~structured~~risk ~~with~~of ~~the~~changes ~~objective~~in any particular market sector or of ~~providing~~any ~~its~~particular ~~members~~client’s ~~with~~willingness aor ~~favorable total~~ability ~~return~~to onmake payments ~~their~~under ~~investment~~a lease.

~~The~~• Generate ~~Fund has invested in equipment classes~~investment ~~which~~returns ~~include~~that ~~aviation~~were ~~equipment~~not ~~such~~correlated asto ~~commercial~~returns ~~jet~~from ~~engines~~listed ~~and~~stock ~~general~~ and ~~commercial~~bond ~~aircraft,~~markets. ~~manufacturing~~The ~~equipment~~Fund ~~such as~~aimed ~~machine~~to ~~tools,~~generate ~~technological~~investment ~~equipment~~returns for ~~such~~its asmembers ~~smart~~that ~~safes,~~were ~~and/or~~not ~~other~~correlated ~~types~~to oflisted ~~equipment~~stock ~~that~~and ~~the~~bond ~~Manager~~markets. ~~determines~~The ~~may meet the~~ Fund’s ~~investment~~shares ~~objectives.~~were ~~The~~not ~~Fund~~traded ~~invested~~on inany ~~equipment~~listed exchange ~~located both within~~ and ~~outside~~ the ~~U.S.,~~value ~~and~~of ~~all equipment purchased by~~ the ~~Fund~~shares ~~has~~were ~~been~~not ~~leased~~subject to ~~corporate~~fluctuations ~~clients~~on those exchanges.

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

The Fund invested in equipment classes which included 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 determined met the Fund’s investment objectives. The Fund invested in equipment located both within and outside the U.S., and all equipment purchased by the Fund were leased to corporate clients.

When contemplating investments in equipment, the Manager considered a range of factors including the remaining economic useful life of the equipment, the anticipated residual value of the equipment, whether the equipment was 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 was 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~~Manager iswas Macquarie ~~Asset~~ Asset Management Inc. The Fund’s investment decisions ~~are~~were made by the Manager’s board of directors. The Manager will continue to manage the Fund’s post-liquidation obligations and activities; and disburse the funds set aside in the post liquidation liabilities reserve as discussed in Item7.

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,~~800~~966 people in over 27 countries as of September 30, ~~2016~~2017 and had assets under management of $~~A493~~A473.6 billion.

The Manager forms part of Macquarie Group’s Corporate and Asset Finance Group, which consists of an asset finance business 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, ~~2016~~2017, the Corporate and Asset Finance Group had approximately $~~A38~~A35.15 billion of equipment leases and loans and over 1,~~350~~200 employees located in North America, Europe, Asia and Australia/New Zealand.

Examples of equipment 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.

~~Examples~~In ofmanaging ~~equipment currently or previously financed by~~ the ~~Macquarie Group under various lease structures include railcars~~Fund, ~~locomotives~~the ~~and~~Manager ~~trams,~~had ~~railway infrastructure,~~access ~~commercial~~to ~~jet~~the ~~aircraft~~experienced ~~engines~~leasing, ~~aircraft,~~funds ~~semiconductor manufacturing equipment~~management, 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~~other ~~equipment~~resources ~~and~~of ~~construction~~the ~~equipment~~Macquarie Group.

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~~carried on business in the U.S. and in foreign jurisdictions. The following figures (in U.S. Dollars) from the White Clarke Group ~~2016~~2017 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 6.85% to $~~944~~1 ~~billion~~trillion.

• North America comprises approximately 39% of annual world market volume, Europe 34.7% and Asia 20.6%.

• The ~~top~~ 10Fund ~~countries, measured~~operated byacross ~~way~~a number of ~~annual~~segments within ~~volume~~the ~~(in~~equipment ~~parentheses),~~leasing ~~are~~industry. The Fund operated primarily as ~~follows:~~a ~~U.S. ($337~~global ~~billion),~~equipment ~~China~~leasing ~~($115~~company ~~billion),~~with ~~United~~a ~~Kingdom~~focus on providing ~~($78~~primarily ~~billion),~~non-full ~~Germany~~payout (~~$68 billion~~operating), ~~Japan~~leases ~~($56~~to ~~billion),~~mainly ~~Australia~~corporate ~~($35~~clients ~~billion),~~across ~~France~~a ~~($32~~range ~~billion)~~of equipment classes, ~~Canada~~although ~~($31~~it ~~billion)~~also entered into small ticket lease transactions and full payout loans and leases during its operating period. Its returns were influenced by competitive conditions existing within the equipment leasing industry, including general economic conditions and the Fund’s ~~Sweden~~ability ~~($19~~to ~~billion)~~provide lease pricing and ~~Italy~~terms ~~($18~~and ~~billion)~~structures which were attractive versus competitors.

~~The~~For ~~Fund~~further ~~operates~~information ~~across~~regarding ~~a number of segments within~~ the ~~equipment leasing industry. The~~ Fund ~~has operated primarily as a global equipment leasing company with a focus on providing~~’s ~~primarily~~geographic ~~non-full~~revenues ~~payout~~and ~~(operating)~~assets, ~~leases~~and tomajor ~~mainly~~customers, ~~corporate~~see ~~clients~~Item ~~across~~8 ~~a range~~ of ~~equipment~~this ~~classes,~~report ~~although~~under itthe ~~also entered~~caption ~~into~~“Financial ~~small~~Statements ~~ticket lease transactions~~ and ~~full payout loans and leases during its operating period. Its returns have been~~ ~~influenced~~Supplementary byData ~~competitive~~– ~~conditions~~Notes ~~existing~~to ~~within~~ the ~~equipment~~Financial ~~leasing industry~~Statements,” ~~including~~at ~~general~~Notes ~~economic~~2 ~~conditions~~through ~~and the~~7 ~~Fund’s~~thereof, ~~ability to provide lease pricing and terms and structures~~ which ~~were~~information ~~attractive~~is ~~versus~~hereby incorporated ~~competitors~~by reference.

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~~were varied and ~~include~~included other equipment leasing and finance funds, hedge funds, private equity funds, captive and ~~independent~~ 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, ~~2016~~2017, ~~our~~the ~~portfolio~~Fund ishad ~~represented~~divested byall ~~the~~of its investments asin ~~described~~leased ~~below,~~equipment ~~aggregating~~and toloans. aDuring ~~total~~the ~~investment~~year ~~amount~~ended ofDecember ~~$57~~31,~~978,387~~ ~~(net~~2017 ofthe ~~disposals). The~~ Fund disposed of its ~~one~~investment ~~GA8-TC320~~in ~~Airvan~~Airbus A320-200 aircraft, amachine ~~portfolio~~tool ofequipment, ~~flatbed~~two ~~rail~~CFM56-7B ~~cars~~aircraft engines, a portfolio of ~~racetrack~~smart ~~equipment and a~~safes, ~~Bombardier~~GA8-TC320 ~~CRJ~~Airvan ~~700 ER~~ aircraft ~~during~~portfolio, ~~the~~a ~~year~~portfolio ~~ended~~of ~~December 31~~furniture, ~~2016.~~office ~~The~~and ~~Fund~~other ~~acquired~~related ~~bus manufacturing~~ equipment, and ~~disposed~~ ofbus ~~self-serve~~manufacturing ~~checkout~~ equipment. During ~~during~~ the year ended December 31, ~~2015.~~2016, Asthe Fund disposed of ~~December 31,~~one ~~2016~~GA8-TC320 ~~and~~Airvan ~~2015~~aircraft, ~~there were~~a ~~concentrations~~portfolio ~~(greater~~of ~~than~~flatbed ~~10%~~rail as cars, a ~~percentage~~portfolio of ~~total~~racetrack equipment ~~cost)~~and ofa ~~equipment~~Bombardier inCRJ ~~certain~~700 ~~sectors~~ER ~~as follows:~~aircraft.

		Percentage of Total Equipment Cost
Sector	Asset Type	2017		2016
Aviation	Aircraft engines (2 x CFM56-7B jet engines)		**		44	%
Aviation	Aircraft Bombardier CRJ 700 ER		**		**
Railcars	Flat bed rail cars		**		**
Technology/Transportation	Racetrack equipment		**		**
Technology	Smart safes		**		*
Manufacturing Equipment	Machine tool equipment		**		*
Aviation	Aircraft (Airbus model A320-200)		**		34	%
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

In 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.6

~~The~~In October 2014 and November 2015, the Fund entered into afinance ~~limited~~facilities ~~recourse loan agreement~~ with aan ~~credit~~Australian ~~limit~~aircraft ofmanufacturer. ~~$16~~In October,~~750,000~~ ~~in 2015~~2017, the ~~full~~Australian ~~amount~~aircraft ofmanufacturer repaid ~~which~~all ~~was~~amounts ~~drawn~~due ~~down~~to ~~in October 2015, with~~ the Fund~~’s leased~~ ~~CFM56-7B~~on ~~jet~~both ~~engines~~of ~~pledged~~its asoutstanding ~~collateral~~finance facilities.

In September 2015, the Fund entered into a limited recourse loan agreement with a Japanese bank, the full amount of which was drawn down in October 2015, with the Fund’s leased CFM56-7B jet engines pledged as collateral. In August 2017, the Fund repaid the remaining loan balance with the Japanese bank using a portion of the sale proceeds from the CFM56-7B jet engines.

In January 2016, the Fund entered into a financing facility with a U.S. drilling company. In October 2017, the Fund sold the financing facility provided to the US drilling company to a third party.

Equipment Leasing Activities

The Fund ~~has a diversified portfolio of equipment. The Fund~~ did not complete any acquisitions during the ~~year~~ years ended December 31, 2017 and December 31, 2016, respectively.

The Fund divested all of its leased equipment as of December 31, 2017. The following table sets forth the ~~transactions entered~~sales ~~into~~of by the Fund’s leased equipment during the ~~year~~years ended December 31, 2017 ~~2015~~and 2016, and the types of ~~asset~~assets ~~financed~~disposed:

Sector	Asset Type	Purchase Price		Percentage of Total Acquisitions
		2017		2016
Manufacturing Equipment	Bus manufacturing equipment	$	856,751		100	%
Sector	Asset Type	Sale Price		Sale Price
		$	856,751
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
Aviation	Aircraft engines (2 x CFM56-7B jet engines)		23,400,000		-
Technology	Smart safes		177,356		-
Manufacturing Equipment	Machine tool equipment		2,375,000		-
Aviation	Aircraft (Airbus model A320-200)		17,395,927		-
Retirement Community/Assisted Living	Furniture		45,000		-
Aviation	GA8-TC320 Airvan Aircraft		1,804,016		-
Manufacturing Equipment	Bus manufacturing equipment		89,975		-
		$	45,287,274	$	18,981,660

~~The~~During ~~following~~the ~~table~~years ~~sets~~ended ~~forth~~December 31, 2017 ~~the~~and ~~sales~~2016, certain leases generated significant portions (defined as 10% or more) of the Fund’s ~~leased~~total ~~equipment~~leasing ~~during~~revenues. Each ~~the~~asset ~~years~~type ~~ended~~listed ~~December 31,~~below ~~2016~~relates ~~and~~to ~~2015,~~one ~~and~~lessee. ~~the~~Concentrations ~~types~~were ofas ~~assets disposed of~~follows:

		2016			2015
		Percentage of Total
Sector	Asset Type	Sale Price			Sale Price
		Leasing Revenues
Technology	Self-serve checkout equipment		-			225,500
Sector	Asset Type	2017			2016
Aviation	~~Bombardier~~Aircraft ~~CRJ~~engines ~~700~~(2 ERx ~~Aircraft~~CFM56-7B jet engines)		~~7,300,000~~38	%		-21	%
Railcars	Flat bed rail cars		9,626,000			-
Aviation	Aircraft (CRJ 700 ER aircraft and 2 x CF 34 jet engines)		**			19	%
Aviation	GA8-TC320 Airvan Aircraft		553,025			-
Technology	Self-serve checkout equipment		**			**
Transportation	Racetrack equipment		1,502,635			-
Railcars	Flat bed rail cars		**			*
		$	18,981,660		$	225,500
Technology/Transportation	Racetrack equipment		**			*
Manufacturing Equipment	Machine tool equipment		16	%		13	%
Aviation	Aircraft (Airbus model A320-200)		13	%		22	%
Technology	Smart safes		19	%		*
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 in future periods, as the Fund is now in its liquidation period.

Employees

The Fund ~~has~~had no direct employees. The Manager ~~has~~had 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 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.

The information contained on our Manager’s 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~~did 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

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~~were 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 iswas no public market for shares and itno ~~is not anticipated that a~~ public market for shares ~~will~~was ~~develop~~ever developed.

Members

AsOn December 19, 2017, the Fund completed the sale of all of its investments, including the sale of its leased equipment, equipment leases and loans, to various third parties including the original lessees of the equipment. On December 31 29, ~~2016~~2017, the Fund ~~had~~wound up its remaining business, paid final distributions and cancelled all remaining outstanding shares. In December, the Manager filed a ~~total~~certificate of 2cancellation for the Fund with the Secretary of State of the State of Delaware with an effective date of December 31,~~506~~ ~~members~~2017.

~~Share~~As ~~Valuation~~of December 31, 2017, the Fund had no shares outstanding and no members.

In order for Financial Industry 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, the method by which we developed the estimated value, and the date of the financial reports used to develop the estimated value. 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 experts, or valuation services. The estimate of our per share value is based on the orderly liquidation of our assets and liabilities and is more fully described below. In addition, our Manager prepares a statement of our estimated per share value to assist fiduciaries 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 period, the estimated value of our shares has 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 subtract our total debt outstanding and then divide that sum by the total number of shares outstanding. This methodology conforms to industry standards for equipment leasing investment programs. The value of our shares as of December 31, 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 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. 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 independent assessment of the value of our shares or our assets. 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 $5.55 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 $5.55 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 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 $5.55 per share does not reflect the amount that a member would receive under our repurchase plan. In addition, there can be no assurance that a member will be able to redeem their shares under our 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 distributions to its ~~members~~ members totaling $3849,~~696~~701,~~115~~356 ~~and $7,476,254~~ during the ~~years~~year ended December 31, ~~2016~~2017 ~~and~~of ~~2015~~which $47,101,356 ~~respectively~~were fully paid. The remaining balance of $2,600,000 was transferred to the Manager to fund the withholding tax and additional reserve portion of the post-liquidation reserve (as discussed in Item 7). The Fund paid a liquidating distribution to its members in December 2017.

~~While~~The ~~the~~ Fund ~~anticipates~~declared ~~that~~distributions itto ~~will continue~~its tomembers ~~make~~totaling ~~monthly cash distributions~~$38,696,115 itduring ~~may vary~~ the ~~amount~~year ~~of,~~ended orDecember ~~completely suspend making~~31, ~~distributions at any time and without notice~~2016.

Equity Compensation Plans

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

Share Repurchases

We repurchased ~~113~~53,~~995~~869 shares during the year ended December 31, ~~2016~~2017 compared to repurchases of 98113,~~828~~995 ~~shares~~ during the year ended December 31, ~~2015~~2016. The repurchase amounts were ~~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~~ limited the number of shares that ~~can~~could be repurchased in any one year, ~~and~~ repurchased shares may not be reissued and there is no minimum number of shares that may be repurchased over time.

~~There~~The ~~were~~summary noof shares repurchased during ~~the~~ ~~quarter~~the year ended December 31, ~~2016.~~2017 as follows:

	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
Period	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 (1)
October 1 to October 31, 2016		-	$	-		-		-
October 1 to October 31, 2017		-		-		-		-
November 1 to November 30, 2016		-		-		-		-
November 1 to November 30, 2017		2,500		1.41		2,500		-
December 1 to December 31, 2016		-		-		-		-
December 1 to December 31, 2017		-		-		-		-
Total		-2,500	$	-1.41		-2,500		-

(1)

Our operating agreement, dated June 19, 2009, and which does not have an expiration date, allows for the repurchase of shares according to a specified repurchase formula set forth therein. Our operating agreement limits the number of shares that can be repurchased in any one year, but there is no maximum number of shares that may be repurchased over time. Repurchased shares may not be reissued.

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~~the ~~current~~Fund’s current financial position and results of operations ~~as of and for the year ended December 31, 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 below ~~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 being an equipment leasing program that acquired or originated a diversified portfolio of equipment and equipment leases and loans, and other equipment-related investments. ~~The~~ The majority of the Fund’s equipment iswas leased to corporate clients. The Fund’s objective was 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 iswas 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 pursuant to its Distribution Reinvestment Plan (“DRP”) at a public offering price of $9.00 per share. The Manager made capital contributions to the Fund totaling $1,505,000.

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

The Fund’s operating period ~~ceased~~ ceased on June 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~~did not pursue any new equipment lease and loan investment opportunities and ~~will~~continued ~~continue~~ to manage end of lease options and ~~investigate~~investigated divestment opportunities for its portfolio. The Fund completed its liquidation as of December 31, 2017.

~~Equipment~~On ~~leasing~~December ~~activity~~19, ~~levels~~2017, ~~are~~the ~~impacted~~Fund completed bythe ~~general~~sale ~~economic~~of ~~conditions~~all inof ~~global~~its ~~and~~investments, ~~local economies~~ including the ~~level~~sale of ~~interest~~its ~~rates~~leased inequipment, ~~various~~equipment ~~jurisdictions~~leases and ~~more~~ ~~specifically~~loans, ~~business~~to ~~appetite~~various ~~for~~third ~~investment~~parties including inthe ~~new~~original ~~and~~lessees ~~used~~of the equipment. ~~The~~According ~~availability of liquidity~~ to ~~finance~~the ~~equipment for~~Fund’s ~~counterparties~~Amended onand ~~satisfactory~~Restated ~~terms~~Limited asLiability ~~well~~Company asOperating Agreement, ~~business~~the ~~confidence~~sale toof ~~invest~~all inor ~~equipment~~substantially ~~throughout~~all of the ~~cycles~~investments ~~impacts~~of on the ~~equipment~~Fund ~~leasing~~results ~~volumes~~in ~~and~~dissolution ~~pricing~~of in the ~~marketplace~~Fund. ~~Pricing~~On ~~in the global equipment finance market has become more competitive~~December in29, ~~recent~~2017, ~~years due to~~ the ~~reduction~~Fund inwound ~~interest~~up ~~rates~~its inremaining ~~the~~business, ~~U.S.~~paid ~~and~~final ~~Europe~~distributions and ~~entry~~cancelled ~~into~~all ~~the~~remaining ~~market~~outstanding ~~of investors seeking income or yield~~shares.

In December, the Manager filed a certificate of cancellation for the Fund with the Secretary of State of the State of Delaware with an effective date of December 31, 2017. The Manager intends to file a Form 15 for the Fund with the SEC directly subsequent to this Annual Report on Form 10-K.

Recent Transactions

We engaged in the following transactions during ~~2016~~2017:

~~Loan~~Machine ~~Receivables~~Tool Equipment

In January ~~2016~~2017, the Fund ~~entered~~signed ~~into~~ an agreement with athe ~~U.S.~~lessee ~~drilling company~~ to ~~provide~~amend athe ~~finance~~original ~~facility~~lease ofagreement uprelating to ~~$15,000,000~~the Fund’s machine tool equipment. The ~~finance~~amendment ~~facility~~allowed for ~~has~~the alessee ~~term~~to ofacquire ~~two~~the ~~years~~equipment ~~and an~~at ~~interest~~the ~~rate~~end of ~~10%~~the ~~per~~lease ~~year.~~and ~~The~~for ~~loan~~the isFund ~~secured~~to byretain ~~one~~the ofsecurity deposit at the ~~drilling~~end ~~company’s~~of ~~land-based~~the lease. ~~rigs~~This ~~and~~resulted in a ~~three~~reclassification ~~year~~of ~~drilling rig~~the ~~operating~~machine ~~contract.~~tool ~~The~~equipment ~~loan~~from isleased ~~recorded~~equipment asheld for sale to a ~~loan~~sales ~~receivable~~type ~~and~~lease. The ~~carried~~Fund atrecognized ~~amortized~~a ~~cost~~gain on the ~~Fund’s~~reclassification ~~Balance~~of ~~Sheet. The~~the ~~Fund~~machine ~~recognizes~~tool ~~interest~~equipment ~~income~~in January 2017.

using the effective interest method.

~~The~~In ~~drilling~~September ~~company paid commitment fees and other upfront payments of $330~~2017,~~000~~ to the Fund. ~~$140,000~~received of the final ~~fees~~payment ~~were paid upon execution of the term sheet,~~ and the ~~remaining $190,000~~October in2017 ~~fees~~rent ~~were~~payment ~~paid~~ from the ~~amount~~lessee. ~~funded~~Upon byreceipt ~~the Fund under the terms~~ of the ~~finance~~final ~~facility~~payment, atall ~~closing.~~rights ~~The commitment~~ and ~~upfront~~title ~~fees~~in ~~are~~the machine ~~included~~tool asequipment awere ~~reduction~~transferred to the ~~carrying~~lessee. ~~value~~As part of the ~~loan~~final ~~and~~payment, ~~are amortized to interest income using~~ the ~~effective interest rate method. The~~ Fund ~~capitalized~~retained ~~other~~the ~~costs~~security ofdeposit of $~~237~~354,~~740~~645 ~~which~~received ~~were~~at ~~directly related to~~ the ~~origination~~inception of the ~~facility~~lease. ~~These costs are included as an increase to the amount due under the facility and are recognized to income using the effective interest method.~~

~~GA8~~Airbus A320-~~TC320~~200 ~~Airvan~~ Aircraft Lease

In ~~January~~February ~~2016~~2017, the ~~lessee~~Fund ofentered ~~the Fund’s~~into ~~GA8-TC320~~an ~~Airvan~~agreement ~~aircraft~~to ~~exercised~~sell ~~the~~its ~~early~~Airbus ~~buyout~~A320-200 ~~option~~aircraft onfor ~~its~~a ~~lease~~sale ~~and~~price ~~repurchased~~of ~~one~~$17,395,927, ofwhich ~~the~~is ~~aircraft~~net itof ~~had~~rentals ~~been~~received ~~leasing~~in advance ~~from~~owed to the ~~Fund~~buyer. The ~~lessee~~aircraft ~~paid~~was adelivered ~~purchase~~to ~~price~~the ofbuyer ~~$553~~in March 2017,~~025~~ ~~and~~at which point the Fund recognized a gain on ~~the~~ sale ~~in the first quarter of 2016~~.

~~Railcar~~Aircraft ~~Portfolio~~ Engines

In ~~April~~August ~~2016~~2017, the Fund ~~committed~~entered tointo ~~a plan~~an agreement to sell its ~~railcar~~CFM56-7B ~~portfolio~~jet ~~and~~engines ~~received~~for a ~~deposit~~sale price of $~~250~~23,400,000. ~~from~~The aCFM56-7B ~~U.S.~~jet ~~purchaser~~engines were delivered in ~~May~~August ~~2016.~~2017 at ~~The~~which point, the Fund recognized a gain on sale. ~~was~~The ~~completed~~CFM56-7B injet ~~July 2016~~engines ~~and~~were ~~the~~pledged ~~Fund~~as ~~received~~collateral anunder ~~additional~~the ~~payment~~Fund’s limited ofloan ~~sale~~recourse ~~proceeds~~loan ofagreement ~~$9,376,000~~with ~~from~~a ~~the~~Japanese ~~buyer~~bank. AsThe Fund used a ~~result~~portion of the ~~completion~~proceeds of the sale of the ~~railcar~~CFM56-7B jet ~~portfolio,~~engines ~~the~~to ~~Fund~~repay ~~recognized~~the alimited ~~gain~~recourse ~~on sale in July 2016~~loan.

~~Bombardier~~Long-Term ~~CRJ 700 ER Aircraft~~Debt

In ~~March~~September ~~2016~~2015, the Fund entered into a ~~purchase and~~limited ~~sales~~recourse loan agreement ~~(“PSA”)~~with toa ~~sell~~Japanese ~~its Bombardier CRJ 700 ER aircraft. Under the terms of the PSA~~bank, the ~~Fund~~full ~~received a~~amount ~~payment~~ of ~~$7,050,000~~which ~~for~~was ~~the~~drawn ~~sale~~down in ~~addition~~October to2015, awith ~~$250,000~~the ~~deposit,~~Fund’s leased ~~which~~CFM56-7B ~~was~~jet ~~received~~engines inpledged ~~October~~as ~~2015~~collateral. ~~Upon~~In ~~execution~~August of2017, the ~~PSA,~~ ~~beneficial~~Fund ~~interest~~repaid in the ~~aircraft~~remaining ~~passed~~loan tobalance ~~the~~of ~~buyer. However,~~ the ~~aircraft~~limited ~~was~~recourse loan ~~not~~with ~~delivered~~a ~~and~~Japanese ~~legal~~bank ~~title~~with ~~was~~a ~~not~~portion ~~transferred to~~of the ~~buyer~~proceeds ~~until~~from ~~September~~the ~~2016.~~sale ~~The~~of ~~Fund~~the ~~recognized~~CFM56-7B ajet ~~gain~~engines, ondiscussed ~~sale~~ in ~~September~~Note ~~2016~~8.

~~The~~Australian ~~Fund~~Aircraft also recognized additional finance and rental income in September 2016 due to the release of the maintenance reserves relating to this aircraft, as management assessed that no further reimbursements from such reserves were required to be paid to the lessee.Manufacturer

~~Racetrack~~In ~~Equipment~~October 2014 and November 2015, the Fund entered into finance facilities with an Australian aircraft manufacturer. In October 2017, the Australian aircraft manufacturer exercised an early buyout option on its financing facilities. The Australian aircraft manufacturer paid the Fund $2,672,500 to buyout its remaining loans and leases and to acquire all the underlying collateral of GA8-TC320 aircraft. The Fund recognized a gain on sale in October 2017.

~~On August 23~~Furniture, ~~2016,~~Office 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. Total proceeds were $1,502,635, comprised of sale proceeds of $1,275,000 received in the third quarter of 2016 and ~~the~~Other ~~initial deposit of $227,635 received at lease inception. The Fund recognized~~Related ~~a gain on sale in August 2016 upon the amendment of the lease, as a result of the sale of the racetrack equipment.~~Equipment

~~Results~~In November 2017, the Fund sold its portfolio of ~~Operations~~furniture, office and other related equipment for $45,000 to the ~~Year~~lessee. ~~Ended~~The ~~December~~Fund ~~31,~~recognized ~~2016~~a gain on the sale in November 2017.

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

~~Total~~In ~~revenue~~November ~~for~~2017, the ~~year~~Fund ~~ended~~sold ~~December 31,~~its finance ~~2016~~facility ~~increased~~secured by ~~$5,393,419~~a U.S. drilling company’s land-based rig and operating contract to a third party. The loan was sold for $177,~~949~~951,~~114~~923. ~~primarily~~The ~~due~~Fund ~~to;~~recognized a gain on the sale in November 2017.

·Bus ~~Gains~~Manufacturing ~~of $5,115,704 on the sales of leased equipment;~~Equipment

·In ~~Higher~~December ~~interest~~2017, ~~income~~the ofFund ~~$1,499,410~~entered ~~mainly~~into an ~~due~~agreement to sell the Fund’s ~~loan~~portfolio toof ~~the~~bus ~~U.S.~~manufacturing ~~drilling~~equipment ~~company,~~for ~~the~~a ~~full~~purchase ~~amount~~price of ~~which~~$89,975. ~~was~~The ~~drawn~~Fund ~~down~~recognized a inloss ~~January~~on ~~2016;~~the ~~and~~sale of the finance lease in December 2017.

·Smart ~~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.~~Safes

~~Total~~In ~~expenses~~December ~~for~~2017, the ~~year~~Fund ~~ended~~entered ~~December 31~~into an agreement with Macquarie Equipment Capital Inc. (“MECI”), a member of the Macquarie Group of companies, to sell ~~2016~~its ~~decreased~~portfolio byof smart safe leases for a purchase price of $~~212~~177,~~826~~356. toThe Fund recognized a gain on sale of $6,~~372,531~~643 ~~primarily~~in ~~due~~December ~~to;~~2017.

·Post-Liquidation ~~Lower~~Liabilities ~~depreciation~~Reserve (“Post-Liquidation ~~expense of $866,583 due to the aforementioned sales of operating lease assets; and~~Reserve”)

·Prior ~~The~~to ~~year~~the ~~ended~~liquidation date, the Fund estimated the amount of expenses that will become payable to the Manager and various service providers for services provided as of December 31, ~~2015~~2017 ~~included~~and anfor ~~impairment~~services ~~charge~~in relation to the liquidation of ~~$165,556~~the fund which ~~did~~may ~~not~~be ~~recur~~performed inbeyond ~~2016;~~that ~~partially~~date. ~~offset~~This includes management fees, audit, legal, printing, filing and other fees. The Fund also estimated the amount of state tax withholding due on the 2017 distributions received by the members from the Fund. The Fund is required to remit the state taxes to various state revenue authorities upon completion of the Fund’s final partnership state tax returns for the year ended December 31, 2017.

· 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

· The ~~fees~~total toamount of the ~~Manager~~post-liquidation reserve ~~increased~~was by$2,796,354. The reserve consisted of $~~312~~196,~~209~~354 asof aknown ~~result~~expenses that were recognized on the Fund’s Statements of ~~higher~~Operations, ~~distributions~~$263,275 ~~declared~~in ~~during~~state ~~2016~~tax withholding, ~~for~~and ~~which~~$2,336,725 ~~the~~of ~~Manager~~an ~~receives~~additional areserve 1%to ~~fee~~cover any potential unforeseen expenses related to the liquidation of the Fund.

AsThe aFund ~~result~~accounted for the $196,354 of known expense as operating expenses on the Fund’s ~~net~~Statements ~~income~~of ~~for~~Operations. The Fund did not distribute the remaining $2,600,000 to its members as part of the ~~year~~liquidating ~~ended~~distribution in December 31to cover their estimated state tax liabilities and the additional reserve. This was treated as a non-cash distribution. In the event that, ~~2016~~after ~~increased~~all byexpected $5actual and contingent obligations and liabilities are paid,~~606~~ the Manager has a surplus balance in the amounts withheld,~~245~~ the Manager shall make a residual distribution to ~~$11,576,583~~the asmembers ~~compared~~to an amount equal to ~~$5,970,338~~such ~~for~~surplus balance. The residual amount distributed to the ~~year~~members ~~ended~~will be calculated in the same manner as the liquidating distribution in December. 31In the event of a shortfall in such withheld amount, the Manager will ~~2015~~absorb all costs and expenses.

~~Inflation~~The ~~and~~Fund ~~changing~~transferred ~~prices~~to ~~have~~the ~~not~~Manager, ~~had~~prior ato ~~material~~liquidation, ~~impact~~cash onamounting ~~the~~to ~~Fund’s leasing and interest revenue~~$2,796,354 ~~net~~to ~~sales~~make ~~and~~these ~~income~~payments ~~from~~as ~~continuing~~they ~~operations~~become ~~for~~due in the ~~years ended December 31, 2016 and 2015, respectively~~future.

Results of Operations for the Year Ended December 31, 2017 and 2016

The Fund entered its liquidation period on July 1, 2016 and completed it as of December 31, 2017. During the liquidation period, the Fund managed end of lease options and completed the divestment of its remaining portfolio. These activities are reflected in the results of operations, balance sheet movements and liquidity analysis below.

Total revenue for year ended December 31, 2017 decreased by $9,980,937 to $7,968,177 primarily due to:

Decrease in finance and rental income by $7,871,002 due to sales of leased equipment such as the Airbus A320-200 aicrafts and CFM56-7B jet engines starting in the second quarter of 2016 through the year ended December 31, 2017;

Decrease in gains on sale of leased equipment by $1,107,049 due to higher sales volume in the third quarter of 2016; and

Decrease in interest income by $973,793 due to the repayment of the Fund’s participation agreements with MBL UK in the fourth quarter of 2016 and the sale of loan receivables for the U.S. drilling company during the year ended December 31, 2017.

Total expenses for the year ended December 31, 2017 decreased by $2,996,835 to $3,375,696 primarily due to:

Decrease in depreciation by $3,110,714 due to the sales of leased assets during the second and third quarters of 2016 and the re-classification of the CFM56-7B jet engines, Airbus A320-200 aircraft and machine tool equipment as held for sale during the year ended December 31, 2017; and

Decrease in management fees by $255,023 due to the sales of leased equipment; partially offset by

Recognized impairment losses for $584,590 in relation to the smart safes decline in market value in June 2017; and

Recognized expenses of $196,354 for services provided to the fund (Manager and service providers) as of December 31, 2017 and for services in relation to the liquidation of the fund which may be performed beyond that date.

As a result, the Fund’s net income for the year ended December 31, 2017 was $4,592,481 compared to $11,576,583 for the year ended December 31, 2016, a decrease of $6,984,102.

Inflation and changing prices have not had a material impact on the Fund’s leasing and interest revenue, net sales, and income from continuing operations for the years ended December 31, 2017 and 2016, respectively.

Financial Condition

This section discusses the major balance sheet ~~movements~~variances from ~~2016~~ 2017 compared to ~~2015~~2016.

Total Assets

~~Total~~The Fund’s total assets decreased from by $~~32,006,702 to $~~62,200,779 as of December 31, 2016 ~~primarily~~to $0 as aof ~~result~~December 31, 2017 due to the Fund completing its liquidation phase as of: December 31, 2017. During the year, the Fund completed the sale of all of its remaining assets and paid a final distribution to its members.

~~· 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;~~13

· 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 decreased byfrom $416,~~044~~919,~~299~~958 as of December 31, 2016 to $160 as of December 31,~~919,958~~ 2017 due to the Fund completing its liquidation phase as of December 31, ~~2016~~2017. The ~~primarily~~Fund settled its outstanding liabilities due and payable as of December 31, 2017 on or before December 31, 2017. For accrued liquidation expenses due and payable after December 31, 2017, the Fund set up a ~~result~~post-liquidation ~~of:~~reserve with the Manager (as discussed above in the post liquidation reserve).

· The release of the maintenance reserve liability into income;

· A reduction in our loan with the Japanese bank of $1,710,753 due to normal monthly repayments of principal and interest; 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~~Equity ~~decreased~~was byreduced ~~$27,962,403~~ to $~~45,280,821~~ 0 as of December 31, ~~2016~~2017. The decrease ~~in members’ equity~~ is ~~primarily~~ due to ~~distributions~~the ~~declared to~~Fund ~~investors~~completing ofits ~~$38,696,115,~~liquidation ofby ~~which~~December ~~$623~~31,~~976~~ ~~remains~~2017 ~~payable~~and aspaying ofdistributions to ~~December~~the ~~31,~~members ~~2016~~of $49,701,356. Additionally, ~~113~~53,~~995~~869 shares were redeemed for $~~842~~171,~~871~~946 during the year ended December 31, ~~2016~~2017. ~~This decrease was offset by net income of $11,576,583 for the same period.~~

The Fund’s liquidation period commenced on July 1, 2016 and completed on December 31, 2017. On December 19, 2017, the Fund completed the sale of all of its investments, including the sale of its leased equipment, equipment leases and loans, to various third parties including the original lessees of the equipment. According to the Fund’s Amended and Restated Limited Liability Company Operating Agreement, the sale of all or substantially all of the investments of the Fund results in dissolution of the Fund. On December 29, 2017, the Fund wound up its remaining business, paid final distributions and cancelled all remaining outstanding shares.

In December, the Manager filed a certificate of cancellation for the Fund with the Secretary of State of the State of Delaware with an effective date of December 31, 2017. The Manager intends to file a Form 15 for the Fund with the SEC directly subsequent to this Annual Report on Form 10-K.

Therefore, as of December 31, 2017, the Fund has no shares outstanding.

The Fund withheld $2,796,354 of the final distribution from its members and transferred that amount to the Manager to fund the post-liquidation reserve. In the event that, after all expected actual and contingent obligations and liabilities are paid, the Manager has a surplus balance in the amounts withheld, the Manager shall make a residual distribution to the members to an amount equal to such surplus balance. The residual amount distributed to the members will be calculated in the same manner as the liquidating distribution in December. In the event of a shortfall in such withheld amount, the Manager will absorb all costs and expenses.

Liquidity and Capital Resources

Cash Flows Summary

The following table sets forth summary cash flow data for the years ended December 31, ~~2016~~2017 and ~~2015:~~2016.

	December 31, 2016			December 31, 2015
	December 31, 2017			December 31, 2016
Net cash provided by/(used in) :
Operating activities	$	92,~~663~~434,~~702~~246		$	119,~~765~~663,~~953~~702
Investing activities		1658,~~459~~006,~~904~~363			(616,~~051~~459,~~003~~904	)
Financing activities		(4165,~~128~~203,~~315~~557	)		8(41,~~345~~128,~~636~~315	)
Net (decrease)/increase in cash and cash equivalents	$	(15,004,709	)	$	14,060,586
Net decrease in cash and cash equivalents	$	(4,762,948	)	$	(15,004,709	)

13See the Statements of Cash Flows included in “Item 8. Financial Statements” of this Annual Report on Form 10-K for additional information.

~~See~~As ~~Statements~~ of ~~Cash~~December ~~Flows~~31, ~~included~~2017, inthe ~~“Item~~Fund had no 8cash and cash equivalents. ~~Financial~~Net ~~Statements”~~cash provided by operating activities for the year ended December 31, 2017 of ~~this~~$2,434,246 ~~Annual~~consisted primarily ~~Report~~of onrentals ~~Form~~and ~~10-K~~interest ~~for~~from ~~additional~~equipment ~~information~~leases and loans collected during the period. The decrease of $7,229,456 from the prior year is primarily due to sales of leased equipment during the year of 2017.

AsThe ofcash provided by investing activities for the year ended December 31, ~~2016,~~2017 ~~the~~is ~~Fund~~primarily ~~had cash~~attributable ~~and~~to ~~cash~~proceeds ~~equivalents~~ of $445,~~762~~366,~~948.~~472 ~~Cash~~from ~~provided~~the bysale ~~operating activities consisted primarily~~ of ~~rentals~~leased ~~and~~equipment ~~interest from~~such ~~equipment~~as ~~leases~~the ~~and~~Airbus ~~loans~~A320-200, ~~partially~~the ~~offset~~CFM56-7B byjet ~~cash~~engines, ~~paid~~smart ~~for~~safes ~~ongoing~~and ~~expenses.~~machine ~~The~~tool ~~decrease of~~equipment. Additionally, $212,~~102~~639,~~251~~891 was received for loan repayments primarily from the ~~prior~~U.S. ~~year~~drilling iscompany aand ~~result~~Australian ofaircraft ~~the~~manufacturer. ~~sales~~There ofwere ~~assets~~no ~~throughout~~cash outflows during the year, ~~resulting~~ended inDecember ~~lower~~31, ~~lease~~2017 ~~rentals~~from ~~received~~investing activities.

The cash provided by investing activities for the year ended December 31, 2016 was comprised of $18,504,025 in proceeds received from the sale of leased assets and $7,975,953 net receipts on participating interest – loan receivables (related party), partially offset by $11,465,344 in advances made to borrowers (net of repayments). The prior year included net outgoing advances made on participating interest – loan receivables (related party) of $4,685,734 and $856,751 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 use of cash during the offering and operating periods was to acquire a diversified portfolio of equipment, equipment leases and other equipment-related investments which are denominated in U.S. dollars and leased to corporate clients around the world. We have also made investments in other equipment-related transactions which has 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

The cash used in financing activities for the year ended December 31, 2017 is primarily attributable to distributions to members, repayment of principal on long term debt, and share repurchases. Net cash used in financing activities increased by $24,075,242 compared to the prior year, in part as a result of the inclusion of $2,600,00 for state tax withholdings and additional reserves, as further discussed below. The increase is due to the increased distribution of $11,621,472 paid by the fund during the year ended December 31, 2017 and an increase in repayments of principal on long-term debt of $12,995,525 due to the full repayment of long-term debt, partially offset by repurchase of shares.

The cash used in financing activities included $2,600,000, which includes $263,275 for the estimated amount of state tax withholding due on the distributions received by the members from the Fund. The Fund is required to remit the state taxes to various state revenue authorities upon completion of the Fund’s final partnership state tax returns for the year ended December 31, 2017. The remainder of the withholding consisted of an additional reserve of $2,336,725 to cover any potential unforeseen expenses related to the liquidation of the Fund.

As of December 31, 2017, the Fund was liquidated and no longer holds any cash and cash equivalents.

Sources and Uses of Cash

The Fund’s main activities and main use of cash were to acquire a diversified portfolio of equipment, equipment leases, loans and other equipment-related investments which were denominated in U.S. dollars and were leased to corporate clients around the world. The Fund continued to pay distributions to its members up to the liquidation date of December 31, 2017.

Over the life of the Fund, we used approximately $188,173,701 of the offering and equipment sale proceeds to acquire the following assets:

	Purchase Price
Financing provided under participating loan arrangements (fully repaid)	$	72,545,705
Aircraft engines (2 x CFM56-7B jet engines) (sold in August 2017)		25,338,321
Aircraft (Airbus model A320-200) (sold in March 2017)		19,551,352
Financing provided to the US drilling company (sold in November 2017)		15,000,000
Aircraft Bombardier CRJ 700 ER (sold in September 2016)		9,786,555
Flat bed rail cars (sold in July 2016)		7,777,356
Participation interest in Commercial jet aircraft engines (sold in March 2012)		6,500,000
Semiconductor manufacturing tools (sold in June 2012)		6,400,800
Machine tool equipment (sold in September 2017)		5,768,966
Racetrack equipment (sold in August 2016)		5,311,507
Smart safes (sold in December 2017)		3,294,695
GA8-TC320 Airvan Aircraft (sold in October 2017)		2,499,292
GA8-TC320 Airvan Aircraft (sold in May 2014, Aug 2014, Dec 2014 & Jan 2016)		2,184,398
Self-serve checkout equipment (sold in September 2015)		2,097,353
Financing provided to aircraft lessor (sold in October 2017)		1,128,328
Furniture, office and other related equipments (sold in Nov 2013, Mar 2014 & Sep 2014)		1,012,843
Bus manufacturing equipment (sold in December 2017)		854,333
Furniture, office and other related equipment (sold in November 2017)		669,010
ETS-364B semiconductor test system (sold in May 2012)		383,898
Smart safes (sold in July 2013)		68,989
	$	188,173,701

Sources of Liquidity

We believe that cash generated from our operating activities and from debt borrowings ~~will~~were be sufficient toin ~~finance~~financing our liquidity requirements ~~for~~during the ~~foreseeable future,~~operating and ~~throughout the~~ liquidation ~~period,~~periods. ~~including~~Prior ~~distributions~~ to ~~our~~the ~~members,~~liquidation ~~payment~~date of ~~management~~December ~~fees~~31, ~~equipment~~ ~~maintenance events~~2017, ~~and~~the ~~administrative~~Fund ~~expense~~transferred ~~reimbursements.~~$2,796,354 ~~Our~~of ~~ability~~cash to ~~generate cash in~~ the ~~future is~~Manager ~~subject~~ to ~~general~~fund ~~economic,~~the ~~financial,~~post-liquidation ~~competitive,~~reserve ~~regulatory~~which ~~and~~will ~~other~~be ~~factors~~used ~~that~~to ~~affect~~settle usthe ~~and our lessees~~Fund’ ~~businesses~~s ~~that~~actual ~~are~~and ~~beyond~~contingent ~~our~~obligations ~~control~~and liabilities.

~~The~~As ~~Fund’s~~of ~~liquidity~~December ~~may~~31, ~~be adversely affected by unanticipated or greater than anticipated operating costs or losses~~2017, ~~including~~ the ~~inability~~Fund ofhas ~~a client of the Fund~~no toremaining ~~make timely lease payments or costs associated with off lease~~ assets orincluding ~~assets available for sale. The Fund anticipates that it will fund its operations from~~ cash ~~flow generated by operating activities~~ and ~~investing~~cash ~~activities~~equivalents, ~~including~~therefore, ~~the~~there ~~sale~~are ~~of leased assets throughout the liquidation period. The Manager has~~ no ~~intent~~current toand ~~permanently~~future ~~fund~~sources ~~any cash flow deficit~~ of ~~the Fund or provide other financial assistance to the Fund~~liquidity.

Distributions

~~The~~During the year ended December 31, 2017, the Fund ~~paid~~declared total ~~cash~~ distributions of $3849,~~703~~701,~~860 and~~356 of which $747,~~482~~101,~~968~~356 was paid directly to ~~its~~the members ~~during~~and withheld $2,600,000 of final distribution to cover the ~~years~~members’ ~~ended~~estimated ~~December 31,~~state ~~2016~~tax liabilities and ~~2015,~~any ~~respectively~~unforeseen liquidation expenses and was treated as a non-cash distribution.

~~While~~The ~~the~~ Fund ~~anticipates~~paid ~~making~~distribution ~~monthly~~to ~~cash~~its members ~~distributions~~totaling $38,703,860 itduring ~~may~~the ~~vary~~year ~~the~~ended ~~amount~~December of31, ~~or completely suspend making distributions at any time and without notice~~2016.

~~Commitments~~Prior to the liquidation date, ~~Contingencies~~the Fund estimated the amount of expenses that will become payable to the Manager and ~~Off-Balance~~various ~~Sheet~~service ~~Arrangements~~providers for services provided as of December 31, 2017 and for services in relation to the liquidation of the fund which may be performed beyond that date. This includes management fees, audit, legal, printing, filing and other fees. The Fund also estimated the amount of state tax withholding due on the 2017 distributions received by the members from the Fund. The Fund is required to remit the state taxes to various state revenue authorities upon completion of the Fund’s final partnership state tax returns for the year ended December 31, 2017.

~~Other~~The ~~than~~total ~~obligations~~amount ~~associated~~of ~~with~~the ~~our~~post-liquidation ~~investing~~reserve ~~activities~~was or$2,796,354. asThe ~~set~~reserve ~~forth~~consisted inof ~~our~~$196,354 ~~operating~~of ~~agreement~~known expenses that were recognized on the Fund’s Statements of Operations, we$263,275 ~~have~~in nostate ~~contractual~~tax ~~obligations~~withholding, and ~~commitments~~$2,336,725 ~~contingencies or~~of ~~off-balance~~an ~~sheet~~additional ~~arrangements~~reserve asto cover any potential unforeseen expenses related to the liquidation of ~~December 31,~~the ~~2016~~Fund.

The Fund accounted for the $196,354 of known expense as operating expenses on the Fund’s Statements of Operations. The Fund did not distribute the remaining $2,600,000 to its members as part of the liquidating distribution in December to cover their estimated state tax liabilities and the additional reserve. This was treated as a non-cash distribution. In the event that, after all expected actual and contingent obligations and liabilities are paid, the Manager has a surplus balance in the amounts withheld, the Manager shall make a residual distribution to the members to an amount equal to such surplus balance. The residual amount distributed to the members will be calculated in the same manner as the liquidating distribution in December. In the event of a shortfall in such withheld amount, the Manager will absorb all costs and expenses.

The Fund transferred to the Manager, prior to liquidation, cash amounting to $2,796,354 to make these payments as they become due in the future.

Commitments, Contingencies and Off-Balance Sheet Transactions

Other than obligations associated with the Fund’s investing activities or as set forth in our operating agreement, we have no contractual obligations and commitments, contingencies or off-balance sheet transactions as of December 31, 2017 and December 31, 2016, respectively.

Critical Accounting Policies and Estimates

The discussion and analysis of ~~our~~the ~~financial~~Fund’s financial condition and results of operations are based upon ~~our~~the Fund’s financial statements, which have been prepared in accordance with generally accepted accounting principles of the United States ~~Generally~~of ~~Accepted~~America, ~~Accounting~~or ~~Principles (“~~U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of ~~our~~the Fund’s 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~~ 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~~represented our ~~largest~~ largest asset class. We ~~depreciate~~depreciated leased equipment using the straight-line method over an asset’s lease term to its estimated ~~residual~~ residual value. Any change in the residual value ~~changes~~would have changed the depreciation expense and could have had a significant impact on our results for any one period. The Fund’s significant assets and their residual values ~~are~~were reviewed at least annually for impairment.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~16

~~The~~Item ~~Fund commenced making investments in equipment, equipment leases and other equipment-related transactions in 2010~~7A. ~~Since~~Quantitative ~~that time, the Fund has been,~~ and ~~will~~Qualitative ~~continue~~Disclosures toabout ~~be, exposed~~Market 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. In addition, during the Fund’s operating period, the Fund was exposed to the risk that the Fund 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.Risk

ToThe ~~date~~Fund commenced making investments in equipment, ~~all~~equipment ofleases ~~the~~and other equipment-related transactions in 2010. The Fund’s ~~investments~~completed its liquidation period on December ~~are~~31, ~~subject~~2017. toDuring ~~fixed~~that ~~interest~~time, ~~rates~~the ~~and~~Fund ~~all~~was ~~are~~exposed ~~denominated~~to incertain Urisks.S. ~~dollars.~~Among Wethese ~~believe~~were ~~that~~the ~~our~~risks ~~exposure~~that toequipment ~~foreign~~the ~~currency~~Fund ~~exchange~~purchases ~~rate~~will ~~risk,~~be ~~commodity~~worth less than anticipated at the end of the term of the lease and the risk ~~(other~~that ~~than~~the ~~our~~Fund’s ~~residual~~clients ~~value~~failed ~~investments~~to inpay rent ~~equipment)~~as required under its leases or make interest and ~~equity~~principal ~~price~~loan ~~risk~~repayments. ~~are~~In ~~insignificant~~addition, atduring ~~this~~the Fund’s operating ~~time~~period, the Fund was exposed to ~~both~~the ~~our~~risk ~~financial~~that ~~position~~the ~~and~~Fund ~~our~~would ~~results~~not ofbe ~~operations.~~able Asto source appropriate or attractive investments given the highly competitive nature of ~~December~~the ~~31,~~equipment ~~2016,~~leasing industry. Now that the Fund has nobeen ~~exposure~~liquidated, toit ~~derivative~~will not pursue any ~~financial~~new ~~instruments~~equipment lease and loan investment opportunities.

15All of the Fund’s investments were subject to fixed interest rates and were all 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 were insignificant to both our financial position and our results of operations. As of December 31, 2017, the Fund had no exposure to derivative financial instruments.

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, 2016 and December 31, 2015	18
Balance Sheets as of December 31, 2017 and December 31, 2016	20
Statements of Operations for the years ended December 31, 2016 and December 31, 2015	19
Statements of Operations for the years ended December 31, 2017 and December 31, 2016	21
Statements of Cash Flows for the years ended December 31, 2016 and December 31, 2015	20
Statements of Cash Flows for the years ended December 31, 2017 and December 31, 2016	22
Statements of Changes in Members’ Equity for the years ended December 31, 2016 and December 31, 2015	21
Statements of Changes in Members’ Equity for the years ended December 31, 2017 and December 31, 2016	23
Notes to Financial Statements	2224

1618

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ~~Members~~Board of Directors of the Manager of

Macquarie Equipment Leasing Fund, LLC

InOpinion our opinion, the accompanying balance 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 as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 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~~Financial 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.Statements

~~/s/~~We ~~PricewaterhouseCoopers~~have ~~LLP~~audited the accompanying balance sheets of Macquarie Equipment Leasing Fund, LLC as of December 31, 2017 and 2016, and the related statements of operations, of changes in members’ equity and of cash flows for each of the two years in the period ended December 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

~~New~~Basis ~~York,~~for ~~New York~~Opinion

~~February~~These ~~24,~~financial ~~2017~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

17We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~MACQUARIE~~Our ~~EQUIPMENT~~audits ~~LEASING~~included ~~FUND~~performing procedures to assess the risks of material misstatement of the financial statements, ~~LLC~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~BALANCE~~/s/ ~~SHEETS~~PricewaterhouseCoopers LLP New York, New York February 21, 2018

	December 31, 2016		December 31, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	4,762,948	$	19,767,657
Restricted cash		-		1,445,270
Leased equipment held for sale		19,046,393		-
Net investment in finance lease		537,382		1,246,922
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
Participating interest - loan receivables (related party)		-		7,975,953
Accrued interest receivable		114,231		53,429
Lease receivables		-		315,800
Maintenance reserve and other receivables		28,479		54,156
Other assets		-		3,572
Total Current Assets		37,082,723		31,933,461
Non-current Assets
Net investment in finance lease		1,890,442		2,955,863
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		25,118,056		62,274,020
Total Assets	$	62,200,779	$	94,207,481
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Fees payable (related party)	$	42,364	$	23,913
Deferred finance and rental income		951,429		1,132,749
Distribution payable		623,976		631,721
Other payables		124,624		838,340
Maintenance reserve		-		1,445,621
Accrued interest payable		30,896		34,491
Current portion of long-term debt		1,770,199		1,710,754
Total Current Liabilities		3,543,488		5,817,589
Non-current Liabilities
Other payables		444,645		444,645
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
Total Non-current Liabilities		13,376,470		15,146,668
Total Liabilities		16,919,958		20,964,257
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: 9,183,494 and 9,297,489 shares as of December 31, 2016
and 2015, respectively, net of repurchases of 474,623 and 360,628, respectively		45,280,821		62,581,865
Accumulated surplus		-		10,661,359
Total Members’ Equity		45,280,821		73,243,224
Total Liabilities and Members’ Equity	$	62,200,779	$	94,207,481

We have served as the Company's auditor since 2008.

See accompanying notes to Financial Statements

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENTS OF OPERATIONS

	Year ended
	December 31, 2016		December 31, 2015
REVENUE
Finance and rental income	$	10,646,123	$	12,024,985
Gain on sale of leased equipment		5,115,704		11,275
Interest income		1,992,600		493,190
Other income		194,687		26,245
Total revenue		17,949,114		12,555,695
EXPENSES
Operating expenses (related party)		373,074		458,743
Management fees (related party)		568,133		635,393
Depreciation		3,814,615		4,681,198
Interest expense		519,217		127,145
Impairment loss		-		165,556
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		6,372,531		6,585,357
Net income	$	11,576,583	$	5,970,338
Basic and diluted earnings per share	$	1.26	$	0.64
Weighted average number of shares outstanding: basic and diluted		9,220,361		9,345,330

See accompanying notes to Financial Statements

MACQUARIE EQUIPMENT LEASING FUND, LLC

~~STATEMENTS~~BALANCE ~~OF CASH FLOWS~~SHEETS

	Year Ended
	December 31, 2017			December 31, 2016
	December 31, 2016			December 31, 2015
ASSETS
Cash flow from operating activities:
Current Assets
Net income	$	11,576,583		$	5,970,338
Cash and cash equivalents	$	-		$	4,762,948
Adjustments to reconcile net income to net cash provided by operating activities:
Leased equipment held for sale		-			19,046,393
Depreciation		3,814,615			4,681,198
Net investment in finance lease		-			537,382
Impairment loss		-			165,556
Loans receivable less: (unamortized deferred loan origination fees and costs of $0 and $45,858 for December 31, 2017 and 2016, respectively)		-			12,593,290
Gain on sale of leased equipment		(5,115,704	)		(11,275	)
Accrued interest receivable		-			114,231
Recognition of maintenance reserves in finance and rental income		(1,582,919	)		-
Maintenance reserve and other receivables		-			28,479
Amortization of loan origination fees		(50,408	)		-
Total Current Assets		-			37,082,723
Amortization of debt issuance costs		5,905			965
Non-current Assets
Changes in operating assets and liabilities:
Net investment in finance lease		-			1,890,442
Fees payable (related party)		5,711			16,480
Leased equipment at cost (net of accumulated depreciation of $0 and $5,384,317 as of December 31, 2017 and 2016, respectively)		-			23,227,614
Lease receivables		315,800			(315,800	)
Total Non-current Assets		-			25,118,056
Accrued interest receivable		(60,802	)		(30,683	)
Total Assets	$	-		$	62,200,779
Net investment in finance lease		800,797			882,498
LIABILITIES AND MEMBERS’ EQUITY
Net investment in sales type lease		337,743			-
Current Liabilities
Other receivables		33,808			(5,342	)
Fees payable (related party)	$	-		$	42,364
Other payables		(236,084	)		374,902
Deferred finance and rental income		-			951,429
Accrued interest payable		(3,595	)		34,491
Distribution payable		-			623,976
Deferred finance and rental income		(181,320	)		1,159
Other payables		-			124,624
Other assets		3,572			1,466
Current portion of long-term debt		-			1,770,199
Net cash provided by operating activities		9,663,702			11,765,953
Accrued interest payable		-			30,896
Cash flow from investing activities:
Total Current Liabilities		-			3,543,488
Investment in capital leased equipment		-			(856,751	)
Non-current Liabilities
Proceeds from sale of leased equipment		18,504,025			225,500
Other payables		-			444,645
Participating interest - loan receivables (related party)		(28,345,392	)		(39,200,313	)
Long-term debt, less current portion ($16,750,000 face value, less: unamortized debt discount and issuance costs of $0 and $50,746 as of December 31, 2017 and 2016, respectively)		-			12,931,825
Repayment of participating interest - loan receivables (related party)		36,321,345			34,514,579
Total Non-current Liabilities		-			13,376,470
Loan to others		(14,470,905	)		(579,503	)
Total Liabilities	$	-		$	16,919,958
Repayment of loan by others		3,005,561			41,788
Commitments and Contingencies (Note 12)
Restricted cash		1,445,270			(196,303	)
Members' Equity
Net cash provided by/(used in) investing activities		16,459,904			(6,051,003	)
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
Cash flow from financing activities:
Authorized: 15,800,500 shares;
Distributions paid to members		(38,703,860	)		(7,482,968	)
Issued and outstanding: Nil and 9,183,494 shares as of December 31, 2017 and 2016 respectively, net of repurchases of NA and 474,623, respectively		-			45,280,821
Repurchase of shares		(842,871	)		(779,511	)
Accumulated surplus		-			-
Proceeds from long-term debt		-			16,692,384
Total Members’ Equity		-			45,280,821
Repayment of principal on long-term debt		(1,710,754	)		(280,572	)
Total Liabilities and Members’ Equity	$	-		$	62,200,779
Maintenance reserve received		129,170			196,303
Net cash (used in)/provided by financing activities		(41,128,315	)		8,345,636
Net (decrease) increase in cash and cash equivalents		(15,004,709	)		14,060,586
Cash and cash equivalents, beginning of the year		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
Transfer of maintenance reserves into income	$	1,582,919		$	(43,573	)
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	$	509,269		$	79,892

See accompanying notes to Financial Statements.

MACQUARIE EQUIPMENT LEASING FUND, LLC
STATEMENTS OF OPERATIONS

	Year Ended
	December 31, 2017		December 31, 2016
REVENUE

Finance and rental income		2,775,121		10,646,123
Gain on sale of leased equipment		4,008,655		5,115,704
Interest income		1,018,807		1,992,600
Other income		165,594		194,687

Total revenue		7,968,177		17,949,114

EXPENSES

Operating expenses (related party)		371,520		373,074
Management fees (related party)		313,110		568,133
Depreciation		703,901		3,814,615
Impairment loss		584,590		-
Interest expense		311,541		519,217
Other expenses (including related party expenses of $478,201 and $387,039 for the year ended December 31, 2017 and 2016, respectively)		1,091,034		1,097,492
Total expenses		3,375,696		6,372,531

Net income	$	4,592,481	$	11,576,583

Basic and diluted earnings per share	$	0.50	$	1.26

Weighted average number of shares outstanding: basic and diluted		9,145,957		9,220,361

See accompanying notes to Financial Statements.

MACQUARIE EQUIPMENT LEASING FUND, LLC

~~STATEMENT~~ STATEMENTS OF ~~CHANGES~~CASH ~~IN MEMBERS’ EQUITY~~FLOWS

				Membership interests						Accumulated surplus
	Year Ended
	Members' shares			Additional members (1)			Managing member			Additional members (1)			Managing member			Total
	December 31, 2017			December 31, 2016
Balance at December 31, 2014		9,396,317		$	62,410,244		$	951,132		$	12,047,939		$	119,336		$	75,528,651
Cash flow from operating activities:
Repurchase of shares		(98,828	)		(779,511	)		-			-			-			(779,511	)
Net income	$	4,592,481		$	11,576,583
Distribution to members ($0.80 per share)		-			-			-			(7,346,822	)		(129,432	)		(7,476,254	)
Adjustments to reconcile net income to net cash provided by operating activities:
Net income		-			-			-			5,866,997			103,341			5,970,338
Depreciation		703,901			3,814,615
Balance at December 31, 2015		9,297,489		$	61,630,733		$	951,132		$	10,568,114		$	93,245		$	73,243,224
Impairment loss		584,590			-
Repurchase of shares		(113,995	)		(842,871	)		-			-			-			(842,871	)
Net gain on sale of leased equipment		(4,008,655	)		(5,115,704	)
Distribution to members ($2.42 per share)		-			-			-			(21,941,184	)		(296,758	)		(22,237,942	)
Recognition of maintenance reserves in finance and rental income		-			(1,582,919	)
Partial-liquidating distribution ($1.79 per share)		-			(16,074,161	)		(384,012	)								(16,458,173	)
Amortization of loan origination fees		(37,757	)		(50,408	)
Net income		-			-			-			11,373,070			203,513			11,576,583
Amortization of debt discount and issuance costs		4,256			5,905
Balance at December 31, 2016		9,183,494		$	44,713,701		$	567,120		$	-		$	-		$	45,280,821
Changes in operating assets and liabilities:
Fees payable (related party)		(42,364	)		5,711
Lease receivables		-			315,800
Accrued interest receivable		114,231			(60,802	)
Net investment in finance lease		727,858			800,797
Net investment in sale type lease		655,147			337,743
Other receivables		28,479			33,808
Other payables		(569,269	)		(236,084	)
Accrued interest payable		(30,896	)		(3,595	)
Deferred finance and rental income		(287,756	)		(181,320	)
Other assets		-			3,572
Net cash provided by operating activities		2,434,246			9,663,702
Cash flow from investing activities:
Proceeds from sale of leased equipment		45,366,472			18,504,025
Participating interest - loans receivable		-			(28,345,392	)
Repayment of participating interest - loans receivable		-			36,321,345
Loan to others		-			(14,470,905	)
Repayment of loan by others		12,639,891			3,005,561
Restricted cash		-			1,445,270
Net cash provided by investing activities		58,006,363			16,459,904
Cash flow from financing activities:
Distributions paid to members		(47,725,332	)		(38,703,860	)
Liquidation reserves payment to Manager		(2,600,000	)		-
Repurchase of shares		(171,946	)		(842,871	)
Repayment of principal on long-term debt		(14,706,279	)		(1,710,754	)
Maintenance reserve received		-			129,170
Net cash used in financing activities		(65,203,557	)		(41,128,315	)
Net decrease in cash and cash equivalents		(4,762,948	)		(15,004,709	)
Cash and cash equivalents, beginning of the period		4,762,948			19,767,657
Cash and cash equivalents, end of the period	$	-		$	4,762,948
Supplemental disclosures of cash flow information
Non cash investing and financing activities
Maintenance reserve	$	-		$	1,582,919
Distribution Payable	$	-		$	623,976
Operating Expense from Manager capitalized into loan to others	$	-		$	12,740
Loan to others	$	-		$	620,000
Repayment of loan by others	$	-		$	430,000
Cash paid during the period for interest	$	341,562		$	509,269

See accompanying notes to Financial Statements.

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, 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
Repurchase of shares		(53,869	)		(171,946	)		-			-			-			(171,946	)
Distribution to members ($0.50 per share)					-			-			(4,279,720	)		(312,761	)		(4,592,481	)
Liquidating distribution ($4.94 per share)					(44,541,755	)		(567,120	)		-			-			(45,108,875	)
Net income					-			-			4,279,720			312,761			4,592,481
Shares cancelled		(9,129,625	)		-			-			-			-			-
Balance at December 31, 2017		-		$	-		$	-		$	-		$	-		$	-

(1)

Additional members represent all members other than the Managing member.

See accompanying notes to Financial Statements

2123

~~MACQUARIE~~1. ORGANIZATION ~~EQUIPMENT~~AND ~~LEASING~~BUSINESS ~~FUND, LLC~~OPERATIONS

~~NOTES~~Macquarie TOEquipment ~~FINANCIAL~~Leasing ~~STATEMENTS~~Fund, LLC, a Delaware limited liability company (the “Fund”), was formed on August 21, 2008 for the purpose of being an equipment leasing program that acquires or originates a diversified portfolio of equipment, equipment leases and loans, and other equipment-related investments. The majority of the equipment leased by the Fund was leased to corporate clients. The Fund’s objective was 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 was 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 made a total of $1,505,000 in capital contributions to the Fund. ~~ORGANIZATION~~The ~~AND~~Manager ~~DESCRIPTION~~and OFits ~~BUSINESS~~affiliates earned 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 reimbursed 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 had one reportable segment; all information and disclosures herein are related to that segment.

~~Macquarie~~The ~~Equipment~~initial ~~Leasing~~closing date for the Fund was March 5, ~~LLC~~2010, athe ~~Delaware limited~~date ~~liability~~at ~~company~~which (the “Fund”) raised over $2,500,000 ~~was~~and ~~formed~~reached the minimum offering amount. The Fund’s offering period ceased on ~~August~~March 2119, ~~2008~~2012. ~~for~~The ~~the~~Fund’s ~~purpose~~operating ofperiod ~~being~~commenced anon ~~equipment~~that ~~leasing program~~date ~~that~~and ~~acquired~~ceased oron ~~originated~~June a30, 2016. ~~diversified~~The ~~portfolio~~Fund’s ofliquidation ~~equipment,~~period ~~equipment~~commenced ~~leases~~on ~~and~~July ~~loans~~1, 2016 and ~~other~~completed ~~equipment-related investments~~by December 31, 2017. ~~The~~To ~~majority~~coincide with the beginning of the ~~equipment~~Fund’s isliquidation ~~leased~~period, tothe ~~corporate~~Manager ~~clients.~~suspended ~~The~~the Fund’s ~~objective~~share ~~was~~redemption toprogram. ~~generate~~However, ~~income~~the ~~through~~Manager reserved the ~~collection~~right ofto ~~lease~~approve ~~rentals,~~member ~~interest~~requests ~~income,~~for ~~and~~redemptions ~~other~~in ~~revenues,~~cases asof ~~well~~death asor ~~through~~proof ~~the sale~~ of ~~leased~~disability ~~and~~(as ~~off~~the ~~lease~~term ~~equipment and~~is ~~other~~defined ~~portfolio~~in ~~investments.~~the ~~The~~Americans with ~~Fund’s~~Disabilities ~~fiscal~~Act ~~year~~of ~~end~~1990, isas ~~December 31~~amended).

~~The~~On ~~manager~~December of19, 2017, the Fund ~~is Macquarie Asset~~completed ~~Management Inc. (~~the ~~“Manager”),~~sale ~~a member~~ of ~~the~~all ~~Macquarie Group~~ of ~~Companies~~its ~~which~~investments, isincluding ~~comprised~~the sale of ~~Macquarie~~its ~~Group Limited~~leased ~~and~~equipment, ~~its~~equipment ~~subsidiaries~~leases and ~~affiliates~~loans, ~~worldwide~~to ~~(the~~various ~~“Macquarie~~third ~~Group”). Macquarie Group Limited is headquartered~~parties inincluding ~~Australia~~the ~~and~~original islessees ~~listed~~of on the ~~Australian Stock Exchange~~equipment. ~~The~~According ~~Manager made a total of $1,505,000 in capital contributions~~ to the Fund.’s ~~The~~Amended ~~Manager~~ and ~~its~~Restated ~~affiliates~~Limited ~~earn~~Liability ~~fees~~Company byOperating Agreement, ~~providing~~the orsale ~~arranging~~of all ~~services~~or ~~necessary~~substantially ~~and~~all ~~desirable~~of ~~for~~ the ~~operations~~ investments of the Fund, ~~including~~results ~~those~~in ~~relating~~dissolution toof ~~equipment~~the ~~acquisitions~~Fund. ~~and~~On ~~disposals~~December 29, ~~equipment loans~~2017, ~~asset management and administrative, reporting and regulatory services. The Fund reimburses~~ the ~~Manager for costs incurred for managing the~~ Fund ~~and~~wound ~~the~~up ~~Fund’s portfolio~~its ofremaining ~~equipment~~business, ~~equipment~~paid ~~lease~~final ~~and~~distributions ~~loans,~~ and ~~other~~cancelled ~~equipment-related investments. The Fund has one reportable segment;~~ all ~~information~~remaining ~~and~~outstanding ~~disclosures herein are related to that segment~~shares.

~~The~~In ~~initial~~December, ~~closing date for~~ the ~~Fund~~Manager ~~was~~filed ~~March 5,~~a certificate ~~2010,~~of ~~the~~cancellation ~~date~~for ~~at which~~ the Fund ~~raised~~with ~~over $2,500,000 and reached~~ the ~~minimum~~Secretary ~~offering~~of ~~amount.~~State ~~The~~of ~~Fund’s~~the ~~offering~~State ~~period ceased~~of onDelaware ~~March 19,~~with ~~2012.~~an ~~The~~effective ~~Fund’s operating period commenced on that~~ date ~~and~~of ~~ceased~~December ~~on June 30~~31, ~~2016~~2017. The ~~Fund’s liquidation~~Manager ~~period~~intends ~~commenced~~to onfile ~~July~~a 1,Form ~~2016~~15 ~~and may last~~ for ~~up to three years. To coincide with~~ the ~~beginning of the~~ Fund~~’s liquidation~~ ~~period,~~with the ~~Manager~~SEC ~~suspended~~directly ~~the~~subsequent ~~Fund’s share redemption program. However, the Manager reserved the right~~ to ~~approve~~ ~~member~~this ~~requests~~Annual ~~for~~Report ~~redemptions~~on inForm ~~cases~~10-K. ofAs ~~death or proof~~ of ~~disability~~December 31, ~~(as~~2017, the ~~term~~Fund ishas ~~defined~~no inshares ~~the Americans with Disabilities Act of 1990, as amended)~~outstanding.

~~These~~This ~~financial~~report ~~statements~~covers ~~cover~~ the years ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively.

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~~required 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~~have differed from those estimates.

Cash and Cash Equivalents

The Fund ~~considers~~considered 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~~were maintained with one U.S. financial institution, which at times ~~may~~could behave been in excess of the federal insurance limit of $250,000 ~~per~~ ~~depositer~~per depositor, per FDIC-insured bank.

Restricted Cash

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

22The Fund files certain state tax returns on behalf of its members. Where the Fund has a tax liability in those states, it pays that amount on behalf of the members and withholds that payment from the members’ distribution. As part of the liquidation process, the Fund estimated a state tax liability of $263,275 for its members. The Fund withheld that amount from the members’ liquidating distribution in December 2017 and paid it to the Manager. The Manager will settle the state income tax liability on behalf of the members. In the event that, after the state tax liabilities are paid, the Manager has a surplus balance in the amounts withheld, the Manager shall make a residual distribution to the members to an amount equal to such surplus balance. The residual amount distributed to the members will be calculated in the same manner as the liquidating distribution in December. In the event of a shortfall in such withheld amount, the Manager will absorb all costs and expenses.

~~MACQUARIE EQUIPMENT LEASING FUND, LLC~~24

NOTES TO FINANCIAL STATEMENTS

Leased Equipment at Cost

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

The ~~lease~~residual ~~term~~value ~~from~~and useful life were determined by the ~~acquisition~~Manager ~~date~~and orwere ~~most~~calculated ~~recent~~using ~~lease~~information ~~renewal~~from both internal (i.e. from affiliates) and external sources, ~~date~~such byas ~~the~~trade ~~Fund~~publications, ofindustry ~~each~~valuers, ~~item~~auction ofdata, internal and external sales data, equipment isdealers, wholesalers and industry experts, as ~~follows:~~well as inspection of the physical assets. Once an asset comes off lease or is re-leased, the Fund reassessed its useful life and residual value.

		Lease
		term (in years)
Aircraft engines (2 x CFM56-7B jet engines)		9
Aircraft (Airbus model A320-200)		2.9
Smart safes		5
Machine tool equipment		5

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

~~The~~If ~~residual~~the ~~value~~equipment ~~and~~was ~~useful~~returned ~~life~~at ~~are~~the ~~determined~~end byof ~~the~~a ~~Manager~~lease term and ~~are~~the ~~calculated~~lessee ~~using~~did ~~information~~not ~~from~~meet ~~both~~the ~~internal~~return ~~(i.e.~~conditions ~~from~~as ~~affiliates)~~set ~~and~~out ~~external~~in ~~sources~~the lease, ~~such~~the asFund ~~trade publications,~~was ~~industry valuers~~entitled, ~~auction~~in ~~data~~certain cases, to ~~internal~~additional ~~and~~compensation ~~external~~from ~~sales~~the ~~data,~~lessee. ~~equipment~~The ~~dealers,~~Fund’s ~~wholesalers~~accounting ~~and~~policy ~~industry~~for ~~experts, as~~recording ~~well~~such aspayments ~~inspection~~was ofto treat the ~~physical~~payments as ~~assets.~~revenue ~~Once~~when anreceived. ~~asset~~No ~~comes~~such ~~off~~payments ~~lease~~were orreceived isfor ~~re-leased,~~ the ~~Fund~~years ~~reassesses~~ended ~~its~~December ~~useful~~31, ~~life~~ 2017 and ~~residual~~2016, ~~value~~respectively.

~~Costs~~The ~~incurred~~lessee inwas ~~extending~~generally ~~the~~responsible ~~useful life~~for ~~and/or increasing~~ the ~~resale~~ongoing ~~value~~maintenance costs of ~~leased~~the equipment ~~are~~under ~~capitalized~~net ~~into~~lease ~~the cost of an asset~~arrangements. ~~No such costs have been incurred to date.~~

IfThe significant operating lease assets in the ~~equipment~~Fund’s isportfolio ~~returned~~were atreviewed ~~the~~for ~~end~~impairment ~~of a~~at ~~lease~~least ~~term~~annually ~~and~~or ~~the~~when ~~lessee~~indicators ~~has~~of ~~not~~impairment ~~met~~exist. ~~the~~An ~~return~~impairment loss ~~conditions~~would ashave ~~set~~been ~~out~~recognized inonly if the ~~lease,~~carrying ~~the~~value ~~Fund~~of isa ~~entitled,~~long-lived inasset ~~certain~~was ~~cases, to~~not ~~additional~~recoverable ~~compensation~~and ~~from~~exceeded ~~the~~its ~~lessee~~fair market value. The ~~Fund~~Manager’s ~~accounting~~assessment ~~policy~~ for ~~recording~~impairment ~~such~~(i.e. ~~payments~~undiscounted iscash toflows ~~treat~~used in the ~~payments~~recoverability assessment) included asreview ~~revenue.~~of Noresidual ~~such~~values ~~payments~~based ~~were~~on ~~received~~published values for ~~the~~similar ~~years~~assets, ~~ended~~recent ~~December~~transactions 31for similar assets, ~~2016~~lease ~~and~~terms, ~~2015~~asset condition, ~~respectively~~adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could have affected the fair value of the asset.

~~The~~If ~~lessee~~no isimpairment ~~generally~~was ~~responsible~~deemed ~~for~~to ~~the~~exist and ~~ongoing~~if ~~maintenance~~the ~~costs~~current assessment of the ~~equipment~~residual ~~under~~value ~~net~~was ~~lease~~determined ~~arrangements~~to be lower than the current value, the Fund would have adjusted the residual value downward and prospectively adjusted depreciation expense over the remaining life of the lease.

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 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 (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 the current assessment of the residual value is determined to be lower than the current value, the Fund adjusts the residual 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.

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

Net Investment in Finance Lease

If a lease met specific criteria under ~~ASC~~ ASC 840 at its inception, such that ownership of the underlying asset ~~was~~is effectively transferred to the lessee, the Fund recognized the lease as a net investment in finance lease on its Balance Sheet. Net investment in finance leases ~~consist~~consisted 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~~were reviewed at least annually. If the review results in a lower estimate than had been previously established, the Fund ~~will~~would ~~determine~~have determined whether the decline in the estimated residual value is other than temporary. If the decline in estimated residual value iswas judged to be other than temporary, the accounting for the transaction ~~shall~~would behave been revised using the changed estimate and the resulting reduction in the net investment ~~shall~~would behave been 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~~would not behave been made.

Lease Modifications

If a lease is modified, ASC 840 requires the lease to be re-evaluated as if the revised terms were in place at inception of the lease. If the revised terms result in a different classification of the lease than what existed at inception (for example, an operating lease with the revised terms qualifies as a sales type lease), then the revised lease and corresponding investment is reclassified (to either an operating lease, financing lease or sales type lease).

Net Investment in Sales Type Lease

If a lease ~~meets~~met the specific criteria under ASC 840 at its inception, such that ownership of the underlying asset is effectively transferred to the lessee and the lease gives rise to a manufacturer’s or ~~dealers~~dealer’s profit or loss to the lessor (that is, the fair value of the lease property at at lease inception is greater than or less than its cost or carrying amount), the Fund ~~recognizes~~recognized the lease as a net investment in in sales type lease on its Balance Sheet and the corresponding profit or loss as a net gain on sale. While the Fund iswas not a manufacturer or dealer, sales type lease accounting may ~~apply~~have applied when existing lease agreements ~~are~~were modified and ~~are~~were required to be accounted ~~for~~ 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.~~25

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

~~Loan~~The ~~Receivables~~residual values of the Fund’s significant sales type lease assets were reviewed at least annually. If the review resulted in a lower estimate than had been previously established, the Fund would have determined whether the decline in the estimated residual value is other than temporary. If the decline in estimated residual value was judged to be other than temporary, the accounting for the transaction shall would have been revised using the changed estimate and ~~Participating~~the ~~Interest~~resulting –reduction ~~Loan~~in ~~Receivables~~the ~~(Related~~net ~~Party)~~investment would have been recognized as a loss in the period in which the estimate is changed. An upward adjustment of a leased asset’s estimated residual value would not have been made.

~~Loan~~Lease 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.Modifications

~~Participating~~If ~~interests~~a –lease ~~loan~~is ~~receivables~~modified, ASC 840 requires ~~(related~~the ~~party)~~lease ~~are~~to ~~arranged~~be byre-evaluated ~~related~~as ~~parties~~if ~~and~~the ~~are~~revised ~~disclosed~~terms ~~separately~~were in ~~the~~place ~~Fund’s~~at ~~financial~~inception ~~statements~~of the lease. ~~See~~If ~~Note~~the revised terms resulted in 6a different classification of the lease than what existed at inception (for ~~disclosures~~example, ~~relating~~an operating lease with the ~~Fund’s~~revised ~~participating~~terms qualifies ~~interests~~as ina ~~loan~~sales ~~receivables~~type lease), then the revised lease and corresponding investment was reclassified (to either an operating lease, financing lease, or sales type lease).

Loans Receivable

Loans receivable were reported on the Fund’s Balance Sheet at the outstanding principal balance, plus costs incurred to originate the loans. Unearned income, discounts and premiums were amortized to interest income in the Statements 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 were recorded as part of interest income in the Statements of Operations.

Assets Held for Sale

If any of the Fund’s assets held ~~under~~ under operating leases ~~meet~~met the requirements under ASC 360-10-45-9, the asset iswas reclassified as ~~Leased~~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.

24If the Fund’s net investment in finance leases or loan receivables met the specific criteria under ASC 310-10-35, such that the Fund no longer had the intent or ability to hold the finance lease or loan for the foreseeable future, the loan or finance lease was reclassified as financial assets held for sale and recorded at the lower of cost or fair value, with any difference being recognized in the Statements of Operations.

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 was 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 was required to pay reserves to the Fund for maintenance, calculated monthly, and based on the prior month’s flight hours and flight cycles. These payments were set aside for future maintenance costs and were recognized as restricted cash on the Fund’s Balance Sheet when paid by lessee. As maintenance was performed, and to the extent that the lessee had met all of its obligations under the lease, the lessee was reimbursed for costs incurred up to, but not exceeding, the related payments the Fund 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 was recorded as revenue if management was satisfied that the remaining reserve was considered sufficient to cover future maintenance or repairs. In addition, if management is satisfied that there remains no ongoing liability to pay out amounts under the maintenance reserve, the accumulated net proceeds in the maintenance reserve are recorded into finance and rental income. See Note 3 for more details.

Revenue Recognition

At inception of a finance lease, the Fund ~~records~~ recorded 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 iswas recognized as finance income over the term of the lease using the effective interest rate method.

~~For~~At ~~operating~~inception ~~leases,~~of ~~rental~~a ~~income~~sales type lease the isFund ~~recognized~~recorded onthe atotal ~~straight-line~~minimum ~~basis~~lease ~~over~~payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease ~~term.~~termination, ~~From~~the ~~time~~initial direct costs related to ~~time~~the lease, and the ~~Fund~~related ~~receives~~unearned ~~rental~~income. ~~payments~~Unearned inincome represents ~~advance.~~the ~~These~~total ~~advance~~minimum lease payments ~~are~~receivable ~~recorded~~plus on the ~~Fund's~~estimated ~~Balance~~unguaranteed ~~Sheet~~residual asvalue ~~deferred finance~~minus ~~and~~the ~~rental~~cost ~~income~~of ~~and~~the leased equipment. Unearned income was recognized as finance income inover the ~~month~~term ~~they~~of ~~are~~the ~~earned~~lease using the effective interest rate method.

~~Gains~~For oroperating ~~losses~~leases, ~~from~~rental ~~sales~~income ofwas recognized ~~leased~~on ~~and~~a ~~off lease~~straight-line ~~equipment~~basis ~~are~~over ~~recorded~~the onlease aterm. ~~net~~From ~~basis~~time into time, the Fund’s ~~Statements~~received ofrental ~~Operations.~~payments ~~The~~in ~~Fund~~advance. ~~recognized~~These advance apayments ~~gain~~were recognized on the ~~sale of~~Fund’s ~~leased~~Balance ~~equipment~~Sheet ofas ~~$5,115,704~~deferred revenue and ~~$11,275~~recognized ~~during~~as ~~the~~income ~~years~~in ~~ended~~the ~~December~~month ~~31,~~they are ~~2016 and 2015, respectively~~earned.

~~Certain~~Gains ofor ~~the~~losses ~~Fund’s~~from ~~leases~~sales ~~contain~~of leased and ~~provisions~~off ~~for~~lease ~~late~~equipment ~~fees~~were recorded on ~~past~~a ~~due~~net ~~rent~~basis in the Fund’s Statements of Operations. The Fund ~~recognizes~~recognized ~~late~~gains ~~fees~~on asthe sale ~~income~~of ~~when~~leased ~~they~~equipment ~~become~~of ~~chargeable~~$4,008,655 and ~~collection~~$5,115,704 ~~is reasonably~~during ~~assured~~the years ended December 31, 2017 and 2016, respectively.

Certain of the Fund’s leases contain provisions for late fees on past due rent. The Fund ~~recognizes~~recognized ~~maintenance~~late ~~reserve~~fees ~~releases into~~as income, ~~under~~when ~~conditions~~they asbecome ~~described~~chargeable ~~above~~and incollection ~~Maintenance~~is reasonably ~~Reserve~~assured.

During 2015, the Fund developed a vendor finance program for an Australian aircraft manufacturer. Under the program, the Australian aircraft manufacture will refer the Fund to potential customers seeking aircraft finance. In consideration for the Fund’s time and expense incurred developing the vendor finance program, the Australian aircraft manufacturer agreed to pay a program development fee of $150,000 to the Fund in installments. The Fund will recognize the program development fee as income over the life of the agreement. The Fund recognized $75,000 and $8,958 as income for the years ended December 31, 2016 and 2015, respectively.26

InDuring ~~January~~ 2015, the Fund ~~received~~developed a ~~shortfall~~vendor ~~fee~~finance ofprogram ~~$20~~for an Australian aircraft manufacturer. Under the program,~~253~~ ~~from~~the ~~MBL~~Australian UKaircraft ~~related~~manufacturer refers the Fund to ~~its~~potential customers seeking aircraft finance. ~~facility~~In ~~entered~~consideration for the Fund’s time and expense incurred in developing the ~~fourth~~vendor ~~quarter~~finance program, the Australian aircraft manufacturer agreed to pay a program development fee of ~~2014~~$150,000 ~~(see~~to ~~Note~~the 6)Fund in installments. The Fund recognized the program development fee ~~was~~as income over the life of the agreement. The Fund recognized as$50,000 ~~revenue~~and ~~when~~$75,000 ~~received~~related ~~and~~to ~~classified~~the program development fee as ~~interest~~other income induring the ~~Fund’s~~years ~~Statement~~ended ofDecember ~~Operations~~31, 2017 and 2016, respectively.

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

25Credit Quality of Loans Receivable and Finance Leases

~~MACQUARIE~~The ~~EQUIPMENT~~Fund ~~LEASING~~monitored ~~FUND~~the credit quality of its financing receivables by (i) reviewing and analyzing a borrower’s financial performance on a regular basis, ~~LLC~~including reviewing financial statements when provided 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 have physically inspected the collateral and met with a borrower’s management to better understand the borrower’s financial performance and its future plans on an as-needed basis.

NOTES TO 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 iswas exposed to risks under its ~~leasing~~ leasing transactions, including risk associated with a lessee’s creditworthiness, repossession and remarketing and the future ~~market~~ market value of the equipment. The Fund ~~evaluates~~evaluated the collectability of its lease receivables by analyzing ~~its~~the counterparties’ ~~payment~~ payment history, general credit worthiness and current economic trends. ~~Although~~The ~~the~~ Fund ~~currently~~recorded ~~has~~an noallowance ~~reason~~when tothe ~~believe~~analysis indicated that the ~~lessees will~~probability ~~fail to meet their contractual obligations, a risk~~ of ~~loss~~full tocollection ~~the~~was ~~Fund exists should a lessee fail to meet its payment obligations under a lease~~unlikely. ~~The~~No ~~Fund~~allowance ~~records~~was anrecorded ~~allowance~~on ~~when~~ the ~~analysis~~Fund’s ~~indicates~~Balance ~~that~~Sheet ~~the~~as ~~probability~~ of ~~full~~December 31, ~~collection~~2017 isand ~~unlikely~~2016, respectively. No allowance was recorded or reversed in the Fund’s Statements of Operations during the year ~~years~~ ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively.

An allowance or provision for credit losses iswould have been established if there iswas evidence that the Fund ~~will~~would behave been unable to collect all amounts due according to the original contractual terms of the loan or finance lease receivable. The allowance for credit losses iswould ~~reported~~have been 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 Fund’s Statements of Operations. Allowances and provisions for credit losses were ~~are~~ evaluated periodically and on an individual asset and customer level. ~~Loan~~Loans ~~receivables~~receivable ~~are~~were considered impaired when the Fund determined ~~determines~~ that it iswas probable that it ~~will~~would not behave been able to collect all amounts due according to the original contractual terms. Individual credit exposures ~~are~~were evaluated based on the realizable value of any collateral, and payment history. The estimated recoverable amount iswas the value of the expected future cash flows, including amounts that may behave been realized with the repossession of the collateral.

The accrual of interest income based on ~~the~~ the original terms of the loan receivable ~~may~~would behave been discontinued based on the facts and circumstances of the individual credit exposure, and any future interest income iswas 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~~ were charged or credited to the Fund’s Statements of Operations. An allowance iswas generally reversed only when cash iswas received in accordance with the original contractual terms of the note.

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

~~All~~The ~~loans~~Fund ~~are~~no ~~performing~~longer ~~and~~has ~~there~~any ~~are~~loans noon ~~delinquent~~its ~~loans~~Balance onSheet ~~the~~as ~~Fund’s~~of ~~Balance~~December ~~Sheet~~31, 2017. Due to the credit rating of the counterparties, the short-term nature of loans, insurance arrangements, and borrower payment history, the Fund ~~has~~did not ~~recorded~~record a provision for credit losses on its ~~loan~~loans ~~receivables~~receivable as of December 31, 2016 ~~or 2015, respectively~~.

Long-Term Debt

Long-term debt iswas reported on the Fund’s Balance Sheet at cost. Interest expense iswas recognized using the effective interest method. Expenses associated with the incurrence of debt ~~are~~were capitalized and amortized to interest expense over the term of the debt instrument using the effective interest rate method. These costs ~~are~~were 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 ~~years~~ year ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively.

2627

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

Operating Expenses and Management Fees

The Manager ~~charges~~charged the Fund management fees and the Fund ~~reimburses~~reimbursed the Manager for certain operating expenses directly related to the Fund including post-liquidation expenses. These fees ~~are~~ were recognized on an accrual basis. See Note 89 for further details.

Comprehensive Income

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

Distributions

The Manager ~~has~~had sole discretion to determine what portion, if any, of cash on hand ~~will~~were be distributed to the members. Distributions ~~are~~were made on a monthly basis and accrued at at the end of each month. Cash distributions ~~are~~were paid on the 15th day of the following month and reflected in the Fund’s ~~Statement~~ Statements of Changes in Members’ Equity. Distributions accrued but not paid ~~are~~were recorded as a distribution payable on the Fund’s Balance Sheet. With the commencement and continuation of the Fund’s liquidation period and disposal of assets, the ~~Manager~~Fund ~~has~~ made a number of periodic additional distributions as disclosed in Note 910.

New Accounting Pronouncements

InThe ~~May~~Fund ~~2014,~~completed ~~the~~its ~~Financial~~liquidation ~~Accounting~~on ~~Standards~~December ~~Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09~~31, ~~Revenue from Contracts with Customers~~2017, ~~requiring~~ ~~revenue~~as tosuch beit ~~recognized~~no inlonger anis ~~amount~~evaluating ~~that~~new ~~reflects~~accounting ~~the consideration expected to be received in exchange for goods and services~~pronouncements. ~~Various amendments to ASU No. 2014-09 have been issued, including;~~

· ASU No. 2016-08 (issued in March 2016) which amends principal versus agent guidance by reframing the indicators in the guidance to focus on evidence that an entity is acting as a principal rather than as an 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 FINANCIAL STATEMENTS

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.

In June 2016, FASB issued ASU No. 2016-13, Financial Instruments – 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.

In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments, to provide guidance on the presentation and 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 15, 2017. The adoption of this standard is not expected to have a material impact on the Fund’s financial statements.

In November 2016, FASB issued ASB No. 2016-18, Statement of 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.

3. LEASED EQUIPMENT AT COST AND HELD FOR SALE

The ~~Fund~~following ~~entered~~transactions were entered into by the ~~following~~Fund ~~transactions~~ during the years ended December 31, ~~2016~~2017 and ~~2015~~2016:

Airbus A320-200 Aircraft Lease

In February 2017, the Fund entered into an agreement to sell its Airbus A320-200 aircraft for a sale price of $17,395,927 which is net of rentals received in advance owed to the buyer. The aircraft was delivered to the buyer in March 2017, at which point the Fund recognized a gain on sale of $1,418,412.

Aircraft Engines

In August 2017, the Fund entered into an agreement to sell its CFM56-7B jet engines for a sale price of $23,400,000. The CFM56-7B jet engines were delivered in August 2017, at which point the Fund recognized a gain on sale of $2,280,080. The CFM56-7B jet engines were pledged as collateral under the Fund’s limited recourse loan agreement with a Japanese bank (Note 8). The Fund used a portion of the proceeds to repay the limited recourse loan.

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 reserve 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 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 during the year ended December 31, 2015.

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

	December 31, 2016			December 31, 2015
Aircraft engines (2 x CFM56-7B jet engines)	$	25,338,321		$	25,338,321
Bombardier CRJ 700 ER aircraft		-			9,786,555
Flat bed rail cars		-			7,777,356
Racetrack equipment		-			3,763,611
Smart safes		3,273,610			3,273,610
Machine tool equipment		-			5,768,966
Aircraft (Airbus model A320-200)		-			19,551,352
Less: Accumulated depreciation		(5,384,317	)		(15,941,614	)
	$	23,227,614		$	59,318,157

Extensions 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 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, 2017	$	5,597,744
For the year ending December 31, 2018		3,279,228
For the year ending December 31, 2019		2,233,572
For the year ending December 31, 2020		1,861,641
Thereafter		-
	$	12,972,185

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 furniture, eight-seater aircrafts, manufacturing equipment, and smart safes. The following transactions were entered by the Fund during the years ended December 31, 2016 and 2015:

Sale of GA8-TC320 Airvan Aircraft

In January 2016, the lessee of the Fund’s GA8-TC320 Airvan aircraft exercised the early buyout option on its lease and repurchased one of the aircraft it had been leasing from the Fund. The lessee paid a purchase price of $553,025 and the Fund recognized a gain on the sale in the first quarter of 2016.

Sale of Racetrack Equipment

In August 2016, the Fund amended its lease agreement for its portfolio of racetrack equipment 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, comprised of the initial deposit of $227,635 received at lease inception and $1,275,000 received in the third quarter of 2016. 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.

4. NET INVESTMENT IN FINANCE LEASES

The following transactions were entered into by the Fund during the years ended December 31, 2017 and 2016:

GA8-TC320 Aircraft

In October 2017, the Australian aircraft manufacturer exercised an early buyout option on its loan and lease portfolio. The Australian aircraft manufacturer paid the Fund $2,672,500 to buyout its remaining loans and leases and to acquire all the underlying collateral resulting in an insignificant gain on sale in October 2017.

In January 2016, the Australian aircraft manufacturer also exercised the early buyout option on its lease and repurchased one of the aircrafts it had been leasing from the Fund. The lessee paid a purchase price of $553,025 and the Fund recognized a gain on the sale in the first quarter of 2016.

Manufacturing Equipment

In December 2017, the Fund entered into an agreement to sell its portfolio of manufacturing equipment for a purchase price of $89,975 resulting in an insignificant gain on sale in December 2017.

Furniture, Office and Other related equipment

In November 2017, the Fund sold its portfolio of furniture, office and other related equipment for $45,000 after the lease ended resulting in an insignificant gain on sale in November 2017.

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~~The ~~Lease~~Fund no longer has net investment in finance leases on its Balance Sheet as of ~~Manufacturing~~December ~~Equipment~~31, 2017.

InNet ~~April~~investment ~~2015, the Fund entered into a lease for manufacturing equipment with a leading bus manufacturing company based~~ in ~~Australia~~finance ~~for $854,333. The~~ lease ~~consists of $613,813~~consisted 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.following:

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

	December 31, 2017		December 31, 2016
Minimum lease payments receivable	$	-	$	981,182
Estimated residual values of leased property		-		1,688,048
Less: Unearned income		-		(241,406	)
Net investment in direct financing lease	$	-	$	2,427,824

	December 31, 2016			December 31, 2015
Minimum lease payments receivable	$	981,182		$	2,414,051
Estimated residual values of leased property		1,688,048			2,436,311
Less: Unearned income		(241,406	)		(647,577	)
Net investment in finance lease	$	2,427,824		$	4,202,785

5. NET INVESTMENT IN SALES TYPE LEASE

Machine Tool Equipment

In January 2017, the Fund signed an amended agreement that allowed the lessee to acquire the equipment and for the Fund to retain the security deposit at the end of the lease term. This resulted in a reclassification of the machine tool equipment from leased equipment held for sale to a sales type lease. The Fund recognized a gain of $268,516 on the reclassification in January 2017.

In September 2017, the Fund received the final payment and the October 2017 rent payment from the lessee. Upon receipt of the final payment, all rights and title in the machine tool equipment were transferred to the lessee. As part of the final payment, the Fund retained the security deposit of $354,645 received at the inception of the lease.

Smart Safes

In June 2017, the Fund reassessed the residual value of its leases for smart safes. Due to a decline in the market value for this type of equipment, the residual value of the assets was found to be lower than the carrying amount. This resulted in an impairment charge of $584,590 recognized in June 2017. There were no impairment charges recorded during the year ended December 31, 2016.

In December 2017, the Fund entered into an agreement with Macquarie Equipment Capital Inc. (“MECI”), a member of the Macquarie Group of companies, to sell its investment in a portfolio of smart safe leases for a purchase price of $177,356 resulting in a gain on sale of $6,643 in December 2017.

As of December 31, 2017 and 2016, there were no sales type leases on the Fund’s Balance Sheet.

6. LOANS RECEIVABLE

The Fund carried loans receivable at amortized cost on its Balance Sheet. The Fund recognized interest income using the effective interest method.

U.S. Drilling Company

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 had a term of two years and an interest rate of 10%.

The loan was 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. $140,000 of the fees were paid immediately upon entrance into the credit agreement between the Fund and the drilling company, and the remaining $190,000 in fees were paid from the amount funded by the Fund under the terms of the finance facility. The commitment and upfront fees were included as a reduction to the carrying value of the loan and were amortized to interest income using the effective interest rate method. The Fund capitalized other costs directly related to the origination of the facility. These costs were included as an increase to the amount due under the facility and were recognized to income using the effective interest method. The Fund capitalized other costs of $237,740 which were directly related to origination of facility. These costs were included as an increase to the amount due under the facility and were recognized to income using the effective interest method.

In November 2017, the Fund entered into a Loan Purchase Agreement with a third party and sold the loan for a sale price of $7,951,923 resulting in an insignificant gain on sale in November 2017.

GA8-TC320 Aircraft

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 was secured by a GA8-TC320 aircraft. In October 2015, the Fund extended the facility for an additional 24 months. The loan was carried at amortized cost on the Fund’s Balance Sheet. The Fund recognized interest income using the effective interest method.

In November 2015, the Fund entered into an agreement with the Australian aircraft manufacturer 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% against the same collateral.

As discussed in Note 4, in October 2017, the Fund entered into an agreement with the Australian aircraft manufacturer to exercise an early buyout option on its lease and loan agreements.

The Fund recognized interest income on its portfolio of loans receivable of $1,018,807 and $1,471,535 for the years ended December 31, 2017 and 2016, respectively.

7. 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 to participate in an existing facility that was provided by MBL UK to a UAE information technology distribution company.

~~MACQUARIE~~The ~~EQUIPMENT~~Fund ~~LEASING~~made ~~FUND~~additional advances to MBL UK under this participation agreement in 2016 of $28,345,392, ~~LLC~~the entire balance of which was repaid in full before the end of the year. The facility was terminated alongside the co-participant’s exit in December 2016. The Fund recognized interest income on participating interests of $521,065 for the year ended December 31, 2016. There was no outstanding balance on the Fund’s Balance Sheet as of December 31, 2016.

~~NOTES~~8. LONG-TERM ~~TO FINANCIAL STATEMENTS~~DEBT

~~Annual~~In ~~minimum~~September ~~future~~2015, ~~rentals~~the ~~receivable~~Fund ~~related~~entered tointo a limited recourse loan agreement with a Japanese bank. The loan had a credit limit of $16,750,000 and an interest rate of 3.192% per year. The full amount of the loan was drawn down in October 2015. The Fund’s ~~finance~~ ~~leases~~leased ~~over~~CFM56-7B ~~the~~jet ~~next~~engines 5were ~~years~~pledged as ~~consist~~collateral. The loan had a maturity of October 2019 and could be repaid prior to maturity. The Fund recognized interest expense using the ~~following:~~effective interest method.

For the year ending December 31, 2017	$	762,876
For the year ending December 31, 2018		218,306
For the year ending December 31, 2019		-
For the year ending December 31, 2020		-
Thereafter		-
	$	981,182

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 were included as a reduction to the carrying value of the loan and were amortized to interest expense using the effective interest rate method.

AThe ~~risk~~Fund ofrecognized ~~loss~~interest orexpense, ~~lower~~including the ~~than~~amortization ~~expected~~of ~~returns~~debt ~~exists~~financing ifcosts, ~~the market value~~ of ~~the~~$311,541 ~~equipment~~and at$519,217 ~~the~~for ~~end of~~ the ~~lease~~year ~~term~~ended isDecember ~~lower~~31, ~~than~~2017 ~~the~~and ~~asset’s~~2016, ~~residual value~~respectively.

5.In ~~LOAN~~August ~~RECEIVABLES~~2017, the Fund repaid the full loan balance with a portion of the proceeds from the sale of the CFM56-7B jet engines.

~~The Fund carries loan receivables at amortized~~9. ~~cost~~TRANSACTIONS onWITH ~~its Balance Sheet. The Fund recognizes interest income using the effective interest method.~~AFFILIATES

InManagement ~~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~~Related ~~rate~~Party ~~of 10% per year.~~Fees

~~The~~As ~~loan~~discussed isin ~~secured~~Note ~~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~~1,~~000~~ to the Fund. ~~Of those fees, $140,000~~ was ~~paid upon execution of the term sheet, and the remaining~~required ~~$190,000~~to inpay fees ~~were~~to ~~paid from~~ the ~~amount~~Manager ~~funded~~and byits ~~the~~affiliates ~~Fund~~for ~~under~~providing ~~the~~or ~~terms~~arranging ofall ~~the~~services ~~finance~~necessary ~~facility~~for atits ~~closing.~~operations, ~~The~~including ~~commitment~~those ~~and~~relating ~~upfront fees are included as a reduction~~ to ~~the~~equipment ~~carrying~~acquisitions ~~value~~and ofdisposals, ~~the~~asset ~~loan~~management and ~~are~~administrative, ~~amortized~~reporting toand ~~interest~~regulatory ~~income~~services. ~~using~~As ~~the effective~~discussed ~~interest~~in ~~rate~~Note ~~method.~~7, ~~The~~the Fund ~~capitalized~~entered ~~other~~into ~~costs~~a ofparticipation ~~$237,740~~agreement ~~which~~with ~~were~~MBL ~~directly~~UK, ~~related~~a tomember ~~the origination~~ of the ~~facility. These~~Macquarie ~~costs~~Group ~~are~~of ~~included~~companies asand an ~~increase~~affiliate of to the ~~amount due under the facility and are recognized to income using the effective interest method~~Manager.

~~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~~paid the ~~facility~~Manager ~~for~~and anits ~~additional 24 months.~~affiliates’ ~~The~~fees ~~loan~~for isoperating ~~carried~~services atperformed ~~amortized cost on the Fund’s Balance Sheet. The Fund recognizes interest income using the effective interest method.~~including:

In• ~~November~~Acquisition ~~2015,~~fees ~~the~~of ~~Fund~~3% ~~entered~~of ~~into~~the ~~an agreement~~purchase ~~with~~price that the ~~Australian~~Fund ~~aircraft~~pays ~~manufacturer~~for ~~described~~each ~~above~~item toof ~~provide~~equipment anor ~~additional~~direct ~~finance~~or ~~facility~~indirect ofinterest ~~$579,503,~~in ~~net of~~equipment ~~fees received~~acquired, ~~for~~including aunder ~~period~~lease ofagreements, 24trading ~~months~~transactions, ~~with~~residual anvalue ~~interest~~guarantees, ~~rate~~pay ofper ~~9.95%.~~use ~~The~~agreements, ~~loan~~forward ispurchase ~~secured~~agreements, bytotal alease ~~GA8-TC320~~return ~~aircraft.~~swaps, ~~The~~participation ~~loan is~~agreements, ~~carried~~equipment atpurchase ~~amortized~~options, ~~cost~~other onequipment-related ~~the~~transactions, ~~Fund’s~~joint ~~Balance~~ventures, ~~Sheet.~~special ~~The~~purpose ~~Fund~~vehicles ~~recognizes~~and ~~interest~~other ~~income~~Fund ~~using the effective interest method~~arrangements.

~~For~~• Asset management fees equal to the ~~years~~lesser ~~ended~~of: ~~December~~(a) ~~31,~~(i) ~~2016~~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 were performed by non-affiliates under the Manager’s supervision); (ii) 2% of gross rental payments from full payout leases which contained net lease provisions; and ~~2015,~~ (iii) 7% of gross rental payments from equipment for which the Fund ~~recognized~~provided ~~interest~~services ~~income~~in onaddition ~~its~~to ~~portfolio~~equipment ofmanagement ~~loan~~relating ~~receivables~~to the continued and active operation of $1the Fund’s equipment such as,~~471~~ but not limited to,~~535~~ marketing and ~~$53,033,~~re-leasing ~~respectively.~~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 were competitive for similar services;

6.• ~~PARTICIPATING~~Remarketing ~~INTEREST~~fees –equal ~~LOAN~~to ~~RECEIVABLES~~the lesser of (~~RELATED~~i) ~~PARTIES~~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 were subordinated until such time when investor return was 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;

In• ~~June~~Out-performance ~~2015,~~fees ~~the~~depending ~~Fund~~upon ~~entered into a participation agreement with Macquarie Bank Limited London Branch (“MBL UK”), a member of~~ the ~~Macquarie~~extent ~~Group of companies,~~ to ~~provide financing~~which ofInvestor ~~$3,745,028~~Return towas ~~participate in an existing facility previously provided by MBL UK to a UAE information technology distribution company~~achieved. ~~The~~Prior ~~loan had a term of 60 days from disbursement. The Fund’s advance was paid~~ to ~~MBL UK and~~ the ~~Fund~~time ~~received~~that ~~principal and~~Investor ~~interest~~Return ~~payments from MBL UK. Repayment~~ was ~~predicated~~achieved, oncash ~~MBL~~distributions UKwere ~~receiving~~made ~~principal and interest payments from the underlying counterparty~~99.0% ~~The~~to ~~transaction was recorded as a participating interest – loan receivables (related party) on~~ the Fund’s ~~Balance~~ ~~Sheet~~members and ~~carried at amortized cost~~1.0% ~~The~~to ~~Fund recognized interest income using~~ the ~~effective interest method~~Manager. ~~The~~After ~~loan was unsecured with~~ the ~~Fund~~time ~~being~~that ~~entitled~~Investor toReturn ~~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~~achieved, ~~the~~cash ~~Fund~~distributions ~~provided~~were ~~additional~~made ~~aggregate~~81.0% ~~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~~members ~~Sheet~~and as19.0% ofto ~~December~~the ~~31,~~Manager; ~~2015 was $7,975,953 which was repaid in January~~ and ~~February 2016.~~

•

Reimbursement of operating expenses depending upon the scope and volume of services the Manager provided to the Fund.

~~MACQUARIE~~The ~~EQUIPMENT~~Fund ~~LEASING~~paid ~~FUND~~management fees to Macquarie Aircraft Leasing Services (“MALS”), ~~LLC~~for management services related to the aircraft lease for the Airbus model A320-200. The fees paid by the Fund to MALS were 3% of gross rental receipts and were expensed as incurred and included in the Fund’s Statements of Operations. The Fund sold the Airbus model A320-200 in March 2017.

~~NOTES~~Related TOparty ~~FINANCIAL~~fees ~~STATEMENTS~~were invoiced as work was performed and were settled monthly. The operating expense reimbursement was generally invoiced and settled annually.

~~The~~For ~~Fund~~the ~~made~~year ~~additional~~ended ~~advances~~December to31, ~~MBL~~2017 UKand ~~under this participation agreement in~~ 2016 ~~of $28~~,~~345,392,~~ the ~~entire~~Fund ~~balance~~accrued, ~~of which was repaid~~ in ~~full~~fees ~~before~~payable ~~the~~(related ~~end~~party) ~~of the year. There was no outstanding balance~~ on the Fund’s Balance Sheet, asor ofpaid ~~December~~to ~~31,~~the ~~2016.~~Manager or its affiliates the following amounts:

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 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 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.

Year Ended

Entity

Capacity

Description

December 31, 2017

December 31, 2016

Macquarie Asset Management Inc.

Manager

Acquisition fees ⁽¹⁾

225,000

Macquarie Asset Management Inc.

Manager

Management fee ⁽²⁾

296,100

500,093

Macquarie Asset Management Inc.

Manager

Operating Expenses ⁽²⁾⁽³⁾

371,520

385,814

Macquarie Asset Management Inc.

Manager

Outperformance fee ⁽²⁾

478,201

387,039

Macquarie Aircraft Leasing Services

Affiliate

Management fee ⁽²⁾

17,010

68,040

~~The Fund recognized interest income on participating interest – loan receivables~~ (~~related party~~1) ofAmount ~~$521,065~~is ~~and~~capitalized ~~$440,157~~into ~~for~~ the ~~years~~carryingvalue ~~ended~~of ~~December 31, 2016 and 2015, respectively~~loan receivables.

7. LONG-TERM DEBT

In September 2015, the Fund entered into a limited recourse loan agreement with a Japanese bank. The loan has a credit limit of $16,750,000 and an interest rate of 3.192% per year. The full amount of the loan was drawn down in October 2015. The Fund’s leased CFM56-7B jet engines, which had a net carrying value of $21,817,988 on the Fund’s Balance Sheet as of December 31, 2016, are pledged as collateral. The loan matures in October 2019 and can be repaid prior to maturity. 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.

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 $519,217 and $127,415 for the years ended December 31, 2016 and 2015, respectively.

As of December 31, 2016, the scheduled maturities of long-term debt, including accretion of the debt discount, over the next five years are detailed below. The maturity of the current drawdowns 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, 2017		1,770,199
For the year ending December 31, 2018		1,830,145
For the year ending December 31, 2019		11,101,680
	$	14,702,024

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;

	·	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 FINANCIAL STATEMENTS

For the years ended December 31, 2016 and 2015, the Fund has accrued, in fees payable (related party) on the Fund’s Balance Sheet, or paid to the Manager or its affiliates the following amounts:

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

(1) Amount is capitalized into the carrying value of loan receivables.

(2) Amount charged directly to operations.

(3) 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.

9.Post-Liquidation ~~MEMBERS’~~Liabilities ~~EQUITY~~Reserve

AsPrior to the liquidation date, the Fund estimated the amount of expenses that will become payable to the Manager and various service providers for services provided as of December 31, ~~2016~~2017 and ~~2015,~~for services in relation to the liquidation of the fund which may be performed beyond that date. This ~~Fund~~includes ~~had~~management 9fees,~~183~~ audit,~~494~~ ~~and~~legal, 9printing,~~297,489~~ ~~shares~~filing ofand ~~limited~~other ~~liability~~fees. ~~company~~The ~~membership~~Fund ~~interests~~also ~~outstanding,~~estimated ~~respectively~~the ~~(including~~amount of state tax withholding ~~DRP~~due ~~shares~~on ~~and~~the ~~net~~2017 ofdistributions ~~repurchased~~received ~~shares).~~by Asthe ofmembers ~~December~~from ~~31,~~the ~~2016~~Fund. ~~and~~The ~~December~~Fund ~~31,~~is ~~2015,~~required to remit the ~~cumulative~~state ~~number~~taxes ofto ~~shares~~various ~~repurchased~~state ~~since~~revenue ~~inception~~authorities ~~was~~upon ~~474,623~~completion ~~and~~of ~~360~~the Fund’s final partnership state tax returns for the year ended December 31,~~628,~~ ~~respectively~~2017.

The ~~Fund~~total ~~declared~~amount ~~distributions~~ of the post-liquidation reserve was $382,~~696~~796,~~115 during~~354. ~~the~~The ~~year~~reserve ~~ended~~consisted ~~December~~of 31$196,354 ~~2016,~~of known expenses that were recognized on the Fund’s Statements of ~~which~~Operations, $38263,~~072,139~~275 ~~was~~in ~~paid~~state tax withholding, and $~~623~~2,~~976~~336,725 ~~was~~of ~~payable~~an asadditional ofreserve ~~December~~to ~~31,~~cover ~~2016~~any potential unforeseen expenses related to the liquidation of the Fund.

The Fund accounted for the $38196,~~696,115~~354 inof known ~~distributions~~expense ~~declared~~as ~~during~~ operating expenses on the ~~year~~Fund’s ~~ended~~Statements ~~December~~of ~~31,~~Operations. ~~2016~~The ~~was~~Fund ~~approximately~~did not distribute the remaining $~~4.21~~2,600,000 to ~~per~~its ~~share~~members as part of ~~$10~~the liquidating distribution in December to cover their estimated state tax liabilities and the additional reserve.00 ~~par~~This ~~value~~was ~~membership~~treated ~~interest~~as ~~($9~~a non-cash distribution.00 ~~par~~In ~~value~~the ~~for~~event that, after all expected actual and contingent obligations and ~~DRP~~liabilities ~~shares)~~are ofpaid, ~~which~~the ~~approximately~~Manager ~~$1.79~~has ~~represented~~a surplus balance in the amounts withheld, the Manager shall make a ~~partial~~residual distribution to the members to an amount equal to such surplus balance. The residual amount distributed to the members will be calculated in the same manner as the liquidating distribution ~~paid~~in ~~from~~December. ~~members’~~In ~~equity~~the event of a shortfall in such withheld amount, the Manager will absorb all costs and expenses.

~~10.~~The ~~FAIR~~Fund ~~VALUE~~transferred ~~MEASUREMENTS~~to the Manager, prior to liquidation, cash amounting to $2,796,354 to make these payments as they become due in the future.

~~The~~Smart ~~Fund~~Safes isSale 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:

In December 2017, the Fund entered into an agreement with Macquarie Equipment Capital Inc. (“MECI”), a member of the Macquarie Group of companies, to sell its portfolio of smart safe leases for a purchase price of $177,356 resulting in a gain on sale of $6,643 in December 2017.

10. MEMBER’S EQUITY

As of December 31, 2016, the Fund had 9,183,494 shares (including the Distribution Reinvestment Plan (“DRP”) shares and net of repurchased shares). As of December 31, 2017 and 2016, the cumulative number of shares repurchased since inception was 528,493 and 474,623, respectively.

The Fund declared distributions to its members totaling $49,701,356 during the year ended December 31, 2017 of which $47,101,356 were fully paid. The remaining balance of $2,600,000 was transferred to the Manager to fund the post-liquidation reserve (Note 9).

The $49,701,356 in distributions declared during the year ended December 31, 2017 was approximately $5.44 per share of $10.00 par value membership interest ($9.00 par value for DRP shares), of which approximately $4.94 represented a liquidating distribution paid from members’ equity.

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 liquidating distribution paid from members’ equity.

In December, the Manager filed a certificate of cancellation for the Fund with the Secretary of State of the State of Delaware with an effective date of December 31, 2017. The Manager intends to file a Form 15 for the Fund with the SEC directly subsequent to this Annual Report on Form 10-K.

Therefore, as of December 31, 2017, the Fund has no shares outstanding.

11. FAIR VALUE MEASUREMENTS

The Fund was required to disclose the fair value of financial instruments, as defined below. None of the Fund’s assets and liabilities were 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.

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

AsIn June 2017, the Fund determined its operating lease assets for smart safes had a fair value of ~~December~~$589,213 31which was below the carrying value. This resulted in an impairment charge of $584,590 ~~2016~~recognized ~~and~~in ~~2015~~the Fund’s Statements of Operations for the year ended, ~~there~~2017. ~~were no~~The ~~assets~~smart orsafes ~~liabilities~~were measured ~~using~~at fair value on a non-recurring basis, which the Fund considered as a Level 3 measurement. In determining the fair value ~~measurements~~of the smart safes, the Fund used the price information from the buyout negotiations with the lessee. The lease was amended in August 2017 using the new fair value.

Fair Value of Financial Instruments

The Fund’s financial instruments, ~~which~~ ~~are~~which were not carried on the Fund’s Balance Sheet at fair value on a recurring basis, ~~are~~were carried at contracted amounts which ~~approximate~~ approximated fair value. As of December 31, ~~2016~~2017 ~~and~~there ~~2015,~~were no such balance outstanding as the Fund’s ~~financial~~has ~~instruments~~been ~~included~~liquidated and in 2016, they consisted of cash and cash equivalents and restricted cash, which ~~are~~were classified as Level 1 under the hierarchy defined above~~. The Fund’s participating interest - loan receivables (related party)~~, ~~accrued~~and ~~interest~~loans receivable, ~~other~~financial ~~receivables,~~assets ~~fees~~held ~~payable~~for ~~(related party)~~sale, ~~distributions payable, other payables~~ and ~~accrued~~loans ~~interest~~ payable ~~are~~which were classified as Level 3, based on the fact that they were valued using inputs that ~~are~~were generally unobservable and ~~are~~were supported by little or no market data. The Fund ~~uses~~used projected cash flows to estimate the fair value of these financial assets and liabilities.

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

	December 31, 2016
	December 31, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Fixed rate loan receivables	$	~~12,593,290~~-	$	~~12,817,348~~-	$	12,593,290	$	12,817,348
Fixed rate long-term debt	$	~~14,702,024~~-	$	~~14,597,506~~-	$	14,702,024	$	14,597,506

Fair value information with respect to ~~certain~~ certain financial instruments which ~~are~~were not carried on the Fund’s Balance Sheet at fair value iswas not separately provided given that fair value disclosures of certain kinds of lease arrangements ~~are~~was 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~~had short term maturities (all less than one year) and credit risk iswas deemed low.

1112. COMMITMENTS AND CONTINGENCIES

Other than obligations associated with ~~investing~~ investing activities or as set forth in the Fund’s operating agreement, there were no contractual obligations, commitments or contingencies as of December 31, ~~2016~~2017 and ~~2015~~2016, respectively.

~~12. SUBSEQUENT EVENTS~~34

As discussed in Note 3, in January 2017, the Fund signed a non-binding letter of intent with a U.S. counterparty regarding the sale of the Airbus model A320-200 aircraft. 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 sell the aircraft at a gain over the carrying value.

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, ~~2016~~2017.

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, ~~2016~~2017. 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, ~~2016~~2017. 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, ~~2016~~2017.

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, ~~2016~~2017 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

Item 9B. Other Information

None.

3735

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Fund iswas a manager-managed limited ~~liability~~ liability company and ~~has~~had no directors or executive officers. The Fund’s Manager iswas Macquarie Asset Management Inc. The Fund’s investment decisions ~~will~~were be made by the Manager’s board of directors, which at the date of this Annual Report on Form 10-K is was comprised of David Fahy, ~~Tom O’Neill~~ and James A. Pitts. The Manager and the persons ~~making~~that made 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~~had ~~have~~ access to the experienced leasing, funds management and other resources of the Macquarie Group. The Manager was formed in 2008 and this iswas 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	5455	Director and President
Tom O’Neill	55	Director and Vice President
Brett Beldner	47	Principal Financial Officer
Brett Beldner*	46	Principal Financial Officer
James A. Pitts	77	Independent Director
James A. Pitts	76	Independent Director

*BrettDavid ~~Beldner~~Fahy ~~replaced~~has ~~John~~been ~~Papatsos~~a Director and President 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 13investment and co-investment opportunities for both institutional and retail investors with a particular focus on origination, management ~~2016~~and remarketing of equipment loans and leases. 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 the National University of Ireland 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.

David Fahy has been a Director and President 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, management and remarketing of equipment loans and leases. 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 O’Neill, Director 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 Macquarie Equipment 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 product management. 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 Institute of Technology, Carlow, in Ireland, and holds FINRA securities licenses series 7, 63, and 24.

Brett Beldner has served as the Principal Financial Officer of the Manager and Principal Accounting Officer of the Registrant since June 13, 2016. Mr. Beldner joined the Macquarie Group in September 2014 as an Associate Director in Finance for the Americas, as the head of Accounting Policy for the Northern Hemisphere, where he was responsible for reviewing and establishing accounting policy. Since joining the Macquarie Group, he has taken on additional responsibilities as the head of finance for two divisions within the Americas: Corporate and Asset Finance and Macquarie Capital. Prior to joining the Macquarie Group, Mr. Beldner worked at Barclays from September 2009 to September 2014 as both the Head of Americas Technical Accounting Team and a member of the Americas Financial Control Management team. Mr. Beldner also spent five years working at Lehman Brothers and seven years at PricewaterhouseCoopers. Mr. Beldner currently resides in Westchester, New York. He earned an undergraduate degree in Economics from Duke University, Master of Business Administration degree in Finance from the University of Maryland, and is licensed as a Certified Public Accountant in the State of New York.

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~~ directors of our Manager has determined that ~~Mr.~~James 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.~~ David 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, ~~2016~~2017.

Code of Ethics

The Manager of the Fund has adopted a code of ethics that applies to the Manager’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics contains written standards that are reasonably 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 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 Manager’s website identified above. The inclusion of the Manager’s website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on the Manager’s website into this Annual Report on Form 10-K.

3937

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 iswas a manager-managed limited ~~liability~~ liability company and ~~has~~had no directors or executive officers. Our Manager and its affiliates were paid compensation and reimbursement ~~for~~ for costs and expenses. The amount of such expenses for the year ended December 31, ~~2016~~2017 is set forth in Item 8 of this ~~report~~ report under the caption “Financial Statements and Supplementary Data—Notes to Financial Statements—Transactions ~~with~~ with Affiliates,” at Note 89 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, ~~2016~~2017, our Manager ~~owned~~ ~~approximately~~nor 2%any ofother ~~our~~person own any shares. Noas ~~person~~the Fund was dissolved as a result of ~~record~~the ~~owns,~~Manager’s orfiling isof ~~known~~a bycertificate usof tocancellation for ~~own,~~the ~~beneficially~~Fund ~~more~~with ~~than~~the 5%Secretary of ~~any~~State ~~class~~of the State of ~~our securities~~Delaware with an effective December 31, 2017.

40(c) As of December 31, 2017, no directors nor officers of our Manager own any of our equity securities.

(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 89 thereof, which information is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services

During the years ended December 31, ~~2016 and~~2017 ~~2015~~and 2016, the Manager incurred audit, audit-related and other fees with its principal auditors, PricewaterhouseCoopers LLP, as follows:

	For the year ended December 31, 2016		For the year ended December 31, 2015
	For the year ended December 31, 2017		For the year ended December 31, 2016
Audit Fees	$	~~122~~84,~~904~~006	$	~~111~~122,~~119~~904
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
	$	~~122~~84,~~904~~006	$	~~111~~122,~~119~~904

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.

4139

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 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 and Principal Executive Officer of Registrant.†
31.2		Rule 13a-14(a)/15d-14(a) Certification of ~~Chief~~Principal Financial Officer of the Manager and Principal Accounting Officer of Registrant. †
32.1		Section 1350 Certification of President of the Manager and Principal Executive Officer of Registrant ††
32.2		Section 1350 Certification of Principal Financial Officer of the Manager and Principal Accounting Officer of the Registrant ††
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, ~~2016~~2017, filed on February 2421, ~~2017~~2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets as of December 31, ~~2016~~2017 and December 31, ~~2015,~~2016; (ii) the ~~Statement~~Statements of Operations for the year ended December 31, ~~2016~~2017 and December 31, ~~2015,~~2016; (iii) the Statements of Cash Flows for the year ended December 31, ~~2016~~2017 and December 31, ~~2015,~~2016; (iv) the Statements of Changes in Members’ Equity for the year ended December 31, ~~2016~~2017 and December 31, ~~2015~~2016; 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.
†	Filed herewith.
††	Furnished herewith.

(1)

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

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

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

42Item 16. 10-K Summary

~~SIGNATURES~~The Fund has elected not to include summary information.

~~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.~~40

~~MACQUARIE EQUIPMENT LEASING FUND, LLC~~SIGNATURES

~~By:~~Pursuant ~~/S/~~to ~~DAVID~~the ~~FAHY~~requirements ~~David~~of ~~Fahy~~the ~~President~~Securities Exchange Act of 1934, the ~~Manager~~registrant ~~and~~has ~~Principal~~duly ~~Executive~~caused ~~Officer~~this ofreport ~~Registrant~~to be signed on its behalf by the undersigned, thereunto duly authorized.

	By:	/S/ BRETT BELDNER
	MACQUARIE EQUIPMENT LEASING FUND, LLC
	By:	/s/ David Fahy
		David Fahy
		President of the Manager and Principal Executive
		Officer of Registrant
		Date: February 21, 2018
	By:	/s/ Brett Beldner
		Brett Beldner
		Principal Financial Officer of the Manager and Principal
		Accounting Officer of Registrant
		Date: February 24, 2017
		Date: February 21, 2018

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.41

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