##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K

(Mark One)



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

For the Fiscal Year Ended December 31, 2010

or



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

For the transition period from              to

Commission file number: 000-53904





MACQUARIE EQUIPMENT LEASING FUND, LLC

(Exact name of registrant as specified in its charter)



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

225 Franklin
St, 17thFloor, Suite 1700

Boston, Massachusetts 02110

(Address of principal executive offices) (Zip Code)

(617) 457-0645

(Registrants telephone number, including area code)





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

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





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

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

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

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

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

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

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



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer   ̈ |  | Non-Accelerated Filer   ̈ |  | Smaller Reporting Company  x

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

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

There were 2,494,910 shares of limited liability company membership interests outstanding at February 15, 2011.

DOCUMENTS INCORPORATED BY REFERENCE:

None









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##### Table of Contents

TABLE OF CONTENTS



|         |  |                                                                                                              |  |  |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  |  | -- | 
|         |  | 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.  |  | Reserved                                                                                                     |  |  | 8  | 
|         |  |                                                                                                             
|         |  | 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                                                                                      |  |  | 11 | 
|         |  |                                                                                                             
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  |  | 11 | 
|         |  |                                                                                                             
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  |  | 16 | 
|         |  |                                                                                                             
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  |  | 17 | 
|         |  |                                                                                                             
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  |  | 29 | 
|         |  |                                                                                                             
|Item 9A. |  | Controls and Procedures                                                                                      |  |  | 29 | 
|         |  |                                                                                                             
|Item 9B. |  | Other Information                                                                                            |  |  | 30 | 
|         |  |                                                                                                             
|         |  | PART III                                                                                                     |  |  |    | 
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  |  | 31 | 
|         |  |                                                                                                             
|Item 11. |  | Executive Compensation                                                                                       |  |  | 32 | 
|         |  |                                                                                                             
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters               |  |  | 33 | 
|         |  |                                                                                                             
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  |  | 33 | 
|         |  |                                                                                                             
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  |  | 33 | 
|         |  |                                                                                                             
|         |  | PART IV                                                                                                      |  |  |    | 
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  |  | 34 | 
|         |  |                                                                                                             
|         |  | Signatures                                                                                                   |  |  | 35 | 



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FORWARD-LOOKING STATEMENTS

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

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.



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PART I



|Item 1. | Business
|------- | --------

Except
as otherwise specified, 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.

The Establishment of Macquarie Equipment Leasing Fund, LLC

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 to acquire a diversified portfolio of equipment, equipment leases and other equipment-related investments. The majority of the equipment is expected to be leased to corporate clients. The Funds objective is
to generate income through the collection of lease rentals and other revenues, through the sale of leased equipment and through other portfolio investments. The Funds fiscal year end is December 31.

The manager of the Fund is Macquarie Asset Management Inc., 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 expects to earn fees by providing or arranging all
services necessary and desirable for the operations of the Fund, including those relating to equipment acquisitions and disposals, asset management and administrative, reporting and regulatory services. Further, the Fund expects to reimburse the
Manager for costs incurred for managing the Fund and the Funds portfolio of equipment, equipment lease and other equipment-related investments.

The Fund filed Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (the Registration Statement on Form S-1) with the Securities and Exchange Commission on June 8,
2010. The Fund is considered to be a development stage enterprise as limited operations have commenced since its first effectiveness order received on June 19, 2009. The initial capital contribution to the Fund was $5,000 from the Manager and
the Manager also purchased $1,500,000 of the Funds shares. The Fund is offering membership interests with the intention of raising up to $157,200,000 of equity, however the Fund expects total capital raised to be lower than this. The Fund
expects the share offering period to last for up to 24 months from the date of the first effectiveness order.

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. As of December 31, 2010, the Fund has received and accepted cumulative subscriptions for 2,113,196 shares (including the
Distribution Reinvestment Plan, or DRP, shares and net of repurchase of shares) of limited liability company interest (shares) for $18,508,589, net of offering costs, including the capital contributions from the Manager.

Business Operations

The Fund will acquire a diversified portfolio of equipment and equipment leases. The Fund will also make investments in other equipment-related transactions which will allow it to directly or indirectly
participate in the benefits and risks of equipment ownership or usage. As at December 31, 2010, the Fund had entered into three transactions.

The Funds principal investment objectives are to:



| |  |  | Preserve, protect and return invested capital. The Fund intends to build a portfolio of equipment, equipment leases and other equipment-related
investments with the objective of preserving, protecting and returning invested capital.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Generate regular monthly cash distributions. The Fund will develop a portfolio of varied equipment types, transaction types, clients and
transaction durations with the objective of receiving regular cash from its investments. The Fund intends to generate cash through rental payments from its clients, from the sale of equipment, from the sale of leases and from other investments. In
turn, the Fund intends to make regular monthly cash distributions beginning the month after the initial closing date of its offering and up to the end of its operating period.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reduce the Funds overall risk through diversification of its portfolio. The Fund intends to diversify 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 will reduce its risk of changes in any particular market sector or of any particular clients willingness or ability to make payments under a lease.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Generate investment returns that are not correlated to returns from listed stock and bond markets. The Fund intends to generate investment
returns for its members that will not be correlated to listed stock and bond markets. The Funds Shares will not be traded on any listed exchange and the value of the Shares will not be subject to fluctuations on those exchanges.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Generate a favorable total return on investments. The Funds portfolio will be structured with the objective of providing its members with
a favorable total return on their investment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although the final composition of the Funds portfolio cannot be
determined at this stage, the Fund expects it may invest in equipment classes which include rail equipment, such as freight cars or locomotives, maritime equipment, aviation equipment, such as commercial jet engines and aircraft, road transportation
equipment, manufacturing equipment, mining and construction equipment, technological and communications equipment, utilities equipment and/or other types of equipment that the Manager determines may meet the Funds investment objectives. The
Fund expects to invest in equipment located both within and outside the U.S. The majority of the equipment purchased by the Fund will be leased to corporate clients.

When contemplating investments in equipment, the Manager may consider a range of factors including the

remaining economic useful life of the equipment, the anticipated residual value of the equipment, whether the equipment is 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 is to the operations of the client, the cash flow profile of the equipment and the
depth of the equipment market and exit mechanisms.

Existing Portfolio  Status Report

As at December 31, 2010, our portfolio consisted of the investments described below, all of which were acquired during 2010. The Fund did not dispose
of any assets during 2010.

Commercial Jet Aircraft Engines

In March 2010, the Fund entered into a participation agreement with Macquarie Bank Limited (MBL) a member of the Macquarie Group of companies, to acquire an economic interest of up to 10%
($6,500,000) in a sale leaseback transaction. No leverage was used to finance this participating interest by the Fund. Pursuant to the participation agreement, the Fund made installment payments to, and will receive monthly payments from, MBL in a
manner which mirrors the cash flows arising in connection with the commercial aircraft engines leased by a third party (the underlying airline) which are subject to leases of between 51 to 69 months. MBL will pay the Fund approximately
10% (consistent with the investment percentage) of the monthly lease payments received from the third party and approximately 10% of the engine sales proceeds, remaining maintenance reserves and damages and insurance proceeds (collectively referred
to as residual value), at the end of the lease term when the engines have been successfully remarketed. Under a separate agreement, the Fund will pay Macquarie



5



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Aviation Capital Limited, a member of the Macquarie Group of companies, via its fund manager, a fee (5% of the lease rental receipts) for the ongoing management of the engines and for the
collection and remittance of rentals.

Technology Equipment

In October 2010, the Fund acquired 451 new NCR Self-Serv kiosks (customer self-service terminals). These customer self-service terminals are on lease to a leading U.S. retailer for a period of 59
months and will be used in the retailers stores across the U.S. The retailer is an existing client of an entity affiliated with the Funds manager. The acquisition of the equipment was facilitated by the entity affiliated with the
Funds manager purchasing the equipment and then simultaneously selling it to the Fund. The purchase price for the equipment, including the initial direct costs was $2,097,353. No leverage was used to finance this acquisition by the Fund.
Rentals of $38,361 are paid monthly and at the end of the lease term, the lessee may return the equipment, continue to rent the equipment, or purchase the equipment for its then fair market value.

Retirement Community Equipment

In
November 2010, the Fund acquired various items of furniture and other related equipment for use in model display apartments. This equipment is on lease to a leading U.S. owner and operator of senior housing and retirement communities for a 36 month
period. The equipment will be used in the clients facilities across the U.S. The purchase price for the equipment, including the initial direct costs was $703,480. No leverage was used to finance this acquisition by the Fund. Rentals of
$21,646 are paid monthly and at the end of the lease term, the lessee may return the equipment, continue to rent the equipment, or purchase the equipment for its then fair market value.

The Manager

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

The Manager is a member of the Macquarie Group. The Macquarie Group, whose predecessor, Hill Samuel Australia Limited, was founded as a subsidiary of the UK merchant bank, Hill Samuel & Co., in
1969, is a diversified international provider of banking, financial, leasing, advisory and investment services. Headquartered in Sydney, Australia, the parent entity of the Macquarie Group, Macquarie Group Limited, is listed on the Australian Stock
Exchange. As of September 30, 2010, the Macquarie Group operated in more than 70 offices in 28 countries and had approximately 15,500 employees, over 3,700 of whom were located in North America. The Macquarie Group operates a diversified range
of financial services activities. These activities include banking services, leasing services, retail and institutional funds management services, corporate advisory services, real estate services, securities research and brokerage services and
treasury and commodity services.

As of September 30, 2010, the Macquarie Group had assets under management of approximately $307
billion. These assets are either held by the Macquarie Group or by various listed and unlisted funds managed by the Macquarie Group.

The
Manager forms part of the division responsible for the majority of the Macquarie Groups equipment leasing activities. As of September 30, 2010, the Macquarie Groups equipment leasing division had approximately $8.6 billion of
equipment leases under management for its own account with over 700 employees located in North America, Europe, Asia and Australia / New Zealand. These employees variously specialize in:



| |  |  | lease origination across various equipment classes and industries;
| | - |  | ------------------------------------------------------------------



| |  |  | residual value investment determination and management;
| | - |  | -------------------------------------------------------



| |  |  | physical remarketing of equipment;
| | - |  | ----------------------------------



6



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| |  |  | technical assessment of equipment;
| | - |  | ----------------------------------



| |  |  | client and asset management;
| | - |  | ----------------------------



| |  |  | equipment leasing technology platforms; and
| | - |  | -------------------------------------------



| |  |  | accounting, legal, tax and compliance services for equipment leases.
| | - |  | --------------------------------------------------------------------

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

In managing the Fund, the Manager will
have access to the experienced leasing, funds management and other resources of the Macquarie Group. While the directors of the Manager have relevant experience in equipment leasing for the Macquarie Group, the Manager is a newly formed entity which
has never managed a private or public equipment leasing fund or program.

Industry and Competition

Both in the U.S. and abroad, the equipment leasing industry is large, segmented and highly competitive. The Fund anticipates doing business in the U.S. as
well as in foreign jurisdictions. The following figures as published by World Leasing Yearbook 2011 provide an overview of features of the equipment leasing industry:



| |  |  | Annual world leasing volume is in excess of $557 billion.
| | - |  | ---------------------------------------------------------



| |  |  | North America comprises approximately 34.2% of annual world leasing volume, Europe 37.9% and Asia 20.2%.
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | The top 15 countries, measured by way of annual leasing volume (in parentheses), are as follows: U.S. ($174 billion), Germany ($55 billion), Japan ($53
billion), China ($41 billion), France ($32 billion), Italy ($27 billion), Brazil ($23 billion), United Kingdom ($15 billion), Canada ($13 billion), Russia ($9 billion), Sweden ($8 billion), Spain ($8 billion), the Netherlands ($8 billion),
Poland ($7 billion), and South Korea ($6 billion).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Since 1988, the global aggregate annual leasing volume has grown from $194 billion to over $557 billion.
| | - |  | --------------------------------------------------------------------------------------------------------

The Fund will operate across a number of segments within the equipment leasing industry. The equipment leasing industry and its participants may be
categorized in numerous ways. These categories often overlap. Categorizations of the equipment leasing industry and its participants include the following:



| |  |  | Lessor Affiliations. Equipment leasing companies may be:
| | - |  | --------------------------------------------------------



| |  |  | Affiliates of U.S. banks.
| | - |  | -------------------------



| |  |  | Captive lessors, meaning they only provide lease financing for one brand of equipment.
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Independents, meaning they are not affiliates of banks and are not captives.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Affiliates of non-U.S. banks.
| | - |  | -----------------------------



| |  |  | Equipment Segments. Certain leasing companies may provide lease financing for specific items of equipment, whereas other lease companies may
focus on a broad range of equipment.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lease Types. Leasing companies may provide full-payout leases only, whereby they are not accepting direct residual value risk in the underlying
equipment. Other leasing companies may accept residual value risk in equipment, most typically by offering non-full payout leases.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



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| |  |  | Big Ticket versus Small Ticket. Big ticket leasing companies tend to provide lease financing for high value items of equipment, such as maritime
vessels, aircraft or railcars. Small ticket leasing companies focus on providing lease financing for small value items of equipment.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Customer Type. Leasing companies may provide services to a broad client base, although certain leasing companies may focus specifically on the
provision of services either to individuals, small businesses, corporations or public clients.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Geographical Footprint. Leasing companies range from those with a global mandate to purely national or regional leasing companies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

The Fund anticipates that it will be primarily a global, big ticket leasing company with a focus on providing primarily
non-full payout (operating) leases to mainly corporate clients across numerous equipment classes, although it has and will continue to enter into small ticket type transactions. Its returns will be influenced by competitive conditions existing
within the equipment leasing industry, including general economic conditions and its ability to provide lease pricing which is attractive versus competitors.

Employees

The Fund has no direct employees. The Funds operations are managed
by the Manager.

Available Information

Our Annual Report on Form 10-K, our most 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. Our reports are also available on the SECs website at http://www.sec.gov.



|Item 1A. | Risk Factors
|-------- | ------------

Not Applicable



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|Item 2. | Properties
|------- | ----------

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



|Item 3. | Legal Proceedings
|------- | -----------------

None.



|Item 4. | Reserved
|------- | --------



8



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Market Information

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

Members

As of December 31, 2010, the Fund has received and accepted cumulative subscriptions for 2,113,196 shares (including the
Distribution Reinvestment Plan, or DRP, shares and net of repurchase of shares) of limited liability company interest (shares) for $18,508,589, net of offering costs, including the capital contributions from the Manager.

Distributions

The Fund began making monthly cash distributions on April 15, 2010. We paid cash distributions to our members in the amount of $496,916 for the year ended December 31, 2010, equivalent to an
annualized distribution rate during the period of 8%.

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

Use of Proceeds from Registered Securities

We registered 15,800,000 shares of
limited liability company interest (SEC File No. 333-154278, effective June 19, 2009), of which we registered 15,000,000 shares at $10.00 per share to be offered to the public in a primary offering and 800,000 shares offered to our
investors pursuant to our DRP at $9.00 per share. This excludes initial 500 shares issued to the Manager. The Fund is currently in its offering period, which commenced on June 19, 2009 and is anticipated to end in June 2011.

From inception through February 15, 2011, we received capital contributions in the amount of $21,853,373, net of offering costs. From inception
through February 15, 2011, we have paid or accrued sales commissions to third parties of $1,598,155, organization and offering expenses to our Manager of $601,184, and dealer manager and selling commissions to Macquarie Capital (USA) Inc. of
$605,787.

As of February 15, 2011 we have used approximately $9.3 million of the offering proceeds to acquire a participation interest
in a portfolio of commercial jet aircraft engines, 451 self-serve kiosks on lease to a major U.S. retailer and various items of furniture and other related equipment on lease to a leading U.S. owner and operator of senior housing and retirement
communities. This is described further under Managements Discussion and Analysis of Financial Condition and Results of Operations  Recent Transactions.

Share Valuation

In order for Financial Industry Regulatory Authority, Inc.
(FINRA) members and their associated persons to participate in the offering and sale of shares pursuant to our offering or to participate in any future offering of our shares, we are required pursuant to FINRA Rule 2310(b)(5) to disclose
in each annual report distributed to our members a per share estimated value of our shares, the method by which we developed the estimated value, and the date used to develop the estimated value. In addition, our Manager prepares
statements of our estimated



9



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##### Table of Contents

share values 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. For these purposes, the estimated value of our shares is deemed to be $10.00 per share as of December 31, 2010. 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. Because this is only an estimate, we may subsequently revise this valuation.

During the offering of our shares, the value of our shares is 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 shares are currently being offered and no special distribution of net sales proceeds has been made; therefore, the value of our shares is estimated to be $10.00 per share.

Following the termination of the offering of our shares, the estimated value of our shares is based on the estimated amount that a holder of
a share would receive if all of our assets were sold in an orderly liquidation as of the close of our fiscal year and all proceeds from such sales, without reduction for transaction costs and expenses, together with any cash held by us, were
distributed to the members upon liquidation. To estimate the amount that our members would receive upon such liquidation, we calculate the sum of (i) the fair market value of our leases, equipment held for sale or lease, and other assets,
and (ii) our cash on hand. From this amount, we then subtract our total debt outstanding and other liabilities and then divide that sum by the total number of shares outstanding.

The foregoing valuation is an estimate only. The methodology utilized by our management in estimating our per share value is subject to various limitations and are based on a number of assumptions
and estimates that may or may not be accurate or complete. No liquidity discounts or discounts relating to the fact that we are currently externally managed were applied to our estimated per share valuation, and no attempt was made to value us as an
enterprise.

As noted above, the foregoing valuation was performed solely for the ERISA and FINRA purposes described above and was based
solely on our Managers perception of market conditions and the types and amounts of our assets as of the reference date for such valuation and should not be viewed as an accurate reflection of the value of our shares or our assets. No
independent valuation was sought. In addition, as stated above, as there is no significant public trading market for our shares at this time and none is expected to develop, there can be no assurance that limited partners could receive $10.00 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 limited partners 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 $10.00 per share primarily due to the fact that the funds initially available for investment were
reduced from the gross offering proceeds in order to pay selling commissions, underwriting fees, organizational and offering expenses, and acquisition or formation fees;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 IRS if used for any tax (income, estate,
gift or otherwise) valuation purposes as an indicator of the current value of the Interests.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The repurchase price we offer
in our repurchase 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 $10.00 per share does not reflect the amount that a
member would currently receive under our repurchase plan. In addition, there can be no assurance that a member will be able to redeem its shares under our repurchase plan.



10



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##### Table of Contents

|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 the Funds current financial position and results of operations. This discussion should be read together with the
Funds financial statements contained under Item 8 of this annual report on Form 10-K.

Overview

The Fund is a Delaware limited liability company formed on August 21, 2008. The Fund will pool the capital invested by its
members with borrowings to acquire a diversified portfolio of equipment and equipment leases. The Fund may also make investments in other equipment-related transactions which will allow it to directly or indirectly participate in the benefits and
risks of equipment ownership or usage, such as trading transactions, residual value guarantees, forward purchase agreements, total lease return swaps, participation agreements, equipment purchase options and joint ventures. The pooled capital
contributions will also be used to pay fees and expenses associated with the Funds offering and its operations and to fund a reserve. The majority of equipment that the Fund will purchase will be accompanied by a lease of that equipment to
third parties, though the Fund may also invest in other types of equipment-related transactions.

The Fund anticipates that its operations
will continue for approximately eight years from June 19, 2009. The Funds operations are divided into three phases. The first phase, called the offering period, will last for up to two years. The Fund is currently in this
phase. During this period, members capital will be raised and investments shall be made by the Fund. The offering period commenced on June 19, 2009. As of December 31, 2010, the Fund has received and accepted cumulative subscriptions
for 2,113,196 shares (including the Distribution Reinvestment Plan, or DRP, shares and net of repurchase of shares) of limited liability company interest (shares) for $18,508,589, net of offering costs, including the capital
contributions from the Manager. The second phase, called the operating period, is anticipated to last five years from the end of the offering period, but may last longer. During this period, the Fund will invest and re-invest in
equipment, equipment leases and other equipment-related transactions. The third phase, called the liquidation period, is anticipated to last one year from the end of the operating period, but not more than three years from the end of the
operating period. During this period, the Fund will dispose of the remainder of its portfolio and make final distributions to its members.

The Fund is managed by its Manager, Macquarie Asset Management Inc., a member of the Macquarie Group of companies.

Recent Transactions

We engaged in the following transactions during 2010:

Commercial Jet Aircraft Engines

In March 2010, the Fund entered into a participation agreement with Macquarie Bank Limited (MBL) a member of the
Macquarie Group of companies, to acquire an economic interest of up to 10% ($6,500,000) in a sale leaseback transaction. No leverage was used to finance this participating interest. Pursuant to the participation agreement, the Fund made installment
payments to, and will receive monthly payments from, MBL in a manner which mirrors the cash flows arising in connection with the commercial aircraft engines leased by a third party (the underlying airline) which are subject to leases of
between 51 to 69 months. MBL will pay the Fund approximately 10% (consistent with the investment percentage) of the monthly lease payments received



11



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from the third party and approximately 10% of the engine sales proceeds, remaining maintenance reserves and damages and insurance proceeds (collectively referred to as residual
value), at the end of the lease term when the engines have been successfully remarketed. Under a separate agreement, the Fund shall pay Macquarie Aviation Capital Limited, a member of the Macquarie Group of companies, via its fund manager, a
fee (5% of the lease rental receipts) for the ongoing management of the engines and for the collection and remittance of rentals.

Technology Equipment

In October 2010,
the Fund acquired 451 new NCR Self-Serv kiosks (customer self-service terminals). These customer self-service terminals are on lease to a leading U.S. retailer for a period of 59 months and will be used in the retailers stores across the
U.S. The retailer is an existing client of an entity affiliated with the Funds manager. The acquisition of the equipment was facilitated by the entity affiliated with the Funds manager purchasing the equipment and then simultaneously
selling it to the Fund. The purchase price for the equipment, including the initial direct costs was $2,097,353. No leverage was used to finance this acquisition by the Fund. Rentals of $38,361 are paid monthly and at the end of the lease term, the
lessee may return the equipment, continue to rent the equipment, or purchase the equipment for its then fair market value.

Retirement
Community Equipment

In November 2010, the Fund acquired various items of furniture and other related equipment for use in model display
apartments. This equipment is on lease to a leading U.S. owner and operator of senior housing and retirement communities for a 36 month period. The equipment will be used in the clients facilities across the U.S. The purchase price for the
equipment, including the initial direct costs was $703,480. No leverage was used to finance this acquisition by the Fund. Rentals of $21,646 are paid monthly and at the end of the lease term, the lessee may return the equipment, continue to
rent the equipment, or purchase the equipment for its then fair market value.

Results of Operations for the Year Ended
December 31, 2010

Revenue incurred since inception through December 31, 2010 totaled $226,924, which primarily represent
lease and participating interest income. Expenses incurred since inception through December 31, 2010 totaled $1,157,404. Total expenses for the year ended December 31, 2010 was $1,156,878, primarily related to the Funds operating
expenses.

The Funds offering period commenced on June 19, 2009. As of December 31, 2010, the Fund has received and accepted
cumulative subscriptions for 2,113,196 shares (including the Distribution Reinvestment Plan, or DRP, shares and net of repurchase of shares) of limited liability company interest (shares) for $18,508,589, net of offering
costs, including the capital contributions from the Manager. Subscription proceeds were used to fund operations, invest in equipment, equipment leases and other equipment-related transactions and pay fees and expenses as described in the
Registration Statement on Form S-1.

Liquidity and Capital Resources

Sources and Uses of Cash

At
December 31, 2010 and December 31, 2009, the Fund had cash and cash equivalents of $8,970,075 and $4,474, respectively. Cash and cash equivalents as December 31, 2010 primarily represent uninvested capital contributions from our
members. The Funds cash is held at a financial institution.

We are offering our shares with the intention of raising up to
$157,200,000. As additional shares are sold, we will experience a relative increase in liquidity as cash is received and then a relative decrease in liquidity as cash is expended to make investments. We are using the net proceeds of the
offering to acquire a diversified portfolio of equipment and equipment leases. We may also make investments in other equipment-related transactions which will allow us to directly or indirectly participate in the benefits and risks of equipment
ownership or usage,



12



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##### Table of Contents

such as trading transactions, residual value guarantees, forward purchase agreements, total lease return swaps, participation agreements, equipment purchase options and joint ventures.

Our offering period ends on June 19, 2011. Although we intend to raise up to $157,200,000 in total capital in the period from the
inception of the Fund to the end of our offering period, we do not presently anticipate raising that full amount. The rate of our capital raising has been impacted by poor general economic conditions in the U.S., which produced a number of
consequential industry effects which further dampened our rate of capital raising. We anticipate that our total capital raise will amount to between $45,000,000 and $60,000,000. We believe that this amount is sufficient to meet our investment
objectives. This anticipated amount is subject to change, and may be higher than we currently expect.

As of December 31, 2010, the Fund
has received and accepted cumulative subscriptions for 2,113,196 shares (including the Distribution Reinvestment Plan, or DRP, shares and net of repurchase of shares) of limited liability company interest (shares) for
$18,508,589, net of offering costs, including the capital contributions from the Manager. As of December 31, 2010 the Fund has 616 members. For the period from the commencement of operations through December 31, 2010, we have paid or
accrued sales commissions to third parties of $1,341,671 and dealer manager fees to Macquarie Capital (USA) Inc. of $523,779. In addition, organizational and offering expenses of $510,536 were paid or incurred by us.

Cash Flows

The following table sets
forth summary cash flow data since inception:



|                                          |  |   |            |  
|----------------------------------------- |  | - | ---------- | -
|Net cash (used in) provided by:           |  |   |            |  
|Operating activities                      |  | $ | (23,992    | )
|Investing activities                      |  |   | (8,942,742 | )
|Financing activities                      |  |   | 17,936,809 |  
|                                          |  |   |            |  
|Net increase in cash and cash equivalents |  | $ | 8,970,075  |  
|                                          |  |   |            |  

Note: See the Statements of Cash Flows included in Item 8. Financial Statements and Supplementary Data of this
Annual Report on Form 10-K for additional information.

Operating Activities

Cash used in operating activities of $23,992 primarily relates to administrative charges offset by lease receipts.

Investing Activities

Cash used in investing activities of $8,942,742 relates to the
purchase of equipment as part of our investing activities.

Financing Activities

Cash provided by financing activities of $17,936,809 primarily relates to sale of shares in the amount of $20,757,144, which was partially offset by sales
and offering expenses paid in the amount of $2,351,369 and cash distributions to members in the amount of $496,916.

Sources of Liquidity

Cash generated from the sale of shares pursuant to our offering will be our most significant source of liquidity during our offering
period. We believe that cash generated from the sale of shares pursuant to our offering and other financing activities, as well as the expected results of our operations, will be sufficient, barring unexpected



13



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##### Table of Contents

events, to finance our liquidity requirements for the foreseeable future, including distributions to our members, general and administrative expenses, new investment opportunities, management
fees and administrative expense reimbursements.

Our ability to generate cash in the future is subject to general economic, financial,
competitive, regulatory and other factors that affect us and our lessees and borrowers businesses that are beyond our control.

Financings and Borrowings

The Fund may
incur indebtedness in purchasing its portfolio. During periods of general illiquidity in financial markets, such as existed during 2008 and beyond, it may not be possible for the Manager to source debt on the Funds behalf at an appropriate
interest rate, on appropriate terms, at appropriate levels or at all. As at December 31, 2010, the Fund had incurred no indebtedness in purchasing its portfolio.

Distributions

The Fund began making monthly cash distributions on April 15, 2010. We
paid cash distributions to our members in the amount of $496,916 for the 12 months ended December 31, 2010, equivalent to an annualized distribution rate during the period of 8%.

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

Accounting Policies and Future Application of Accounting Standards

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets. Management of the Manager bases its estimates on historical experience of its affiliates and on various other
assumptions that it believes to be reasonable under the circumstances. Significant estimates primarily include the determination of impairment losses, estimated useful lives, residual values, allowance for doubtful accounts, and
depreciation. Actual results could differ from those estimates. We consider the following accounting policies to be critical to our business:

Cash and Cash Equivalents

The Fund considers all highly liquid investments with an
original maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained with one financial institution.

Income Taxes

Until the initial closing date of March 5, 2010, the Fund was a
single member Limited Liability Company and used the liability method for accounting for income taxes in accordance with Accounting Standards Codification (ASC) 740 Income Taxes. Under this method, deferred income tax assets and
liabilities are determined based on differences between the financial reporting basis and tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Valuation reserves are established when it is determined that it is more than likely than not that the deferred income tax asset will not be realized.



14



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The Fund recorded its benefit for income taxes based upon the estimated taxes that would be due if the Fund
had filed its income tax returns on a separate entity basis and settled via an informal tax sharing agreement with the affiliate of the Manager. The Funds share of current and deferred federal and state tax benefits or obligations were
recorded as taxes receivable (related party) in the balance sheet as of December 31, 2009.

The Fund received and accepted subscriptions
for a minimum offering amount on March 5, 2010. From that date the above guidance no longer applies and the informal tax sharing agreement with the affiliate of the Manager no longer exists. The Fund is treated as a partnership for federal and
state income tax purposes. As a partnership, the Fund itself is not subject to federal and state income taxes, while each member will be individually liable for income taxes, if any, of its share of net taxable income from the Fund. Interest,
dividends and other income realized by the Fund may be subject to withholding tax in the jurisdiction in which the income is sourced.

Leased Equipment at Cost

Investment in leased equipment is stated at cost less
accumulated depreciation. Leased equipment is depreciated on a straight line basis over the lease term to the assets residual value. The factors considered in determining the residual value include, but are not limited to, the type of
equipment considered, how the equipment is integrated into the potential lessees business, the length of the lease and the industry in which the potential lessee operates. Initial direct costs associated with the leases are included in the
leased equipment cost.

Revenue recognition

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

For
operating leases, rental income is recognized on a straight-line basis over the lease term.

Impairments

The significant 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 an asset is not recoverable and exceeds its fair market value. Our Managers assessment for impairment includes review of 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.

Allowance for doubtful accounts

The Fund evaluates the collectability of its receivable by analyzing the borrowers creditworthiness and current economic trends. The Fund records an allowance when the analysis indicates that the
probability of full collection is unlikely. No allowance was deemed necessary as at December 31, 2010.

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 deemed necessary as at December 31, 2010.



15



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Development Stage Enterprise

The Fund complies with the reporting requirements of ASC 915, Development Stage Entities.

New Accounting Pronouncements

In July 2010, the FASB issued ASU 2010-20 Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, an amended guidance for disclosures about the credit
quality of financing receivables and the allowance for credit losses. This update amends existing guidance by requiring more robust and disaggregated disclosures by an entity about the credit quality of its financing receivables and its allowance
for credit losses. These disclosures will provide financial statement users with additional information about the nature of credit risks inherent in a companys financing receivables, how a company analyzes and assesses credit risk in
determining its allowance for credit losses, and the reasons for any changes a company may make in its allowance for credit losses. This update is generally effective for interim and annual reporting periods ending on or after December 15,
2010; however, certain aspects of the update pertaining to activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The adoption of the new guidance had no
significant effect on the Funds financial statements.

In February 2010, FASB issued ASU 2010-09 Amendments to Certain Recognition
and Disclosure Requirements. The guidance requires an entity that is either an SEC filer or a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the dates financial
statements are issued. All other entities are required to evaluate subsequent events through the date financial statements are available to be issued. It also requires all entities excluding the SEC filers to disclose the dates through which the
subsequent events have been evaluated. The Fund adopted the amended guidance in the first quarter of 2010. The adoption of the new guidance had no significant effect on the Funds financial statements.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

As of March 5, 2010, the Fund received the minimum offering amount of $2,500,000 and commenced making investments in equipment, equipment leases and other equipment-related transactions. Since that
time, the Fund has been, and will continue to be, exposed to certain risks. Among these are the risks that equipment the Fund purchases will be worth less than anticipated at the end of the term of the lease; the risk that the Funds clients
will fail to pay rent as required under its leases; and the risk that the Fund may not be able to source appropriate or attractive investments given the highly competitive nature of the equipment leasing industry.

To date, all of the Funds investments are subject to fixed interest rate leases and all are denominated in U.S. dollars. We believe that our
exposure to foreign currency exchange rate risk, commodity risk (other than our residual value investments in equipment) and equity price risk are insignificant at this time to both our financial position and our results of operations. As of
December 31, 2010, the Fund has no exposure to derivative financial instruments and has not incurred any debt in the acquisition of its investments, though it is likely to incur debt in the future.



16



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##### Table of Contents

|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

MACQUARIE EQUIPMENT LEASING FUND, LLC

INDEX TO FINANCIAL STATEMENTS



|                                                                                                                                                                                                                                        |  |            |    | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | -- | 
|                                                                                                                                                                                                                                        |  | PageNumber |   
|Balance Sheets as of December 31, 2010 and December 31, 2009                                                                                                                                                                            |  |            | 19 | 
|                                                                                                                                                                                                                                        | 
|Statements of Operations for the period from August 21, 2008 (inception of the Fund) to December 31, 2010, the
years ended December 31, 2010 and 2009, and the period from August 21, 2008 (inception of the Fund) to December 31, 2008 |  |            | 20 | 
|                                                                                                                                                                                                                                        | 
|Statements of Cash Flows for the period from August 21, 2008 (inception of the Fund) to December 31, 2010, the
years ended December 31, 2010 and 2009, and the period from August 21, 2008 (inception of the Fund) to December 31, 2008 |  |            | 21 | 
|                                                                                                                                                                                                                                        | 
|Statements of Changes in Members Equity for the period from August 21, 2008 (inception of the Fund) to
 December 31, 2010                                                                                                              |  |            | 22 | 
|                                                                                                                                                                                                                                        | 
|Notes to Financial Statements                                                                                                                                                                                                           |  |            | 23 | 



17



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Macquarie Equipment Leasing
Fund, LLC

In our opinion, the accompanying balance sheets and the related statements of operations, changes in members equity and of
cash flows present fairly, in all material respects, the financial position of Macquarie Equipment Leasing Fund, LLC (the Company) at December 31, 2010 and December 31, 2009, and the results of its operations and cash flows for the
period from August 21, 2008 (inception of the Company) to December 31, 2010, for the period from August 21, 2008 (inception of the Company) to December 31, 2008 and for each of the two years in the period ended December 31, 2010 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 statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 15, 2011



18



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##### Table of Contents

MACQUARIE EQUIPMENT LEASING FUND, LLC

(a development stage enterprise )

BALANCE SHEETS



|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | - | ----- | -
|                                                                                                                                                                                         |  | December 31, 2010 |            |   | December 31, 2009 |  
|ASSETS                                                                                                                                                                                   |  |                   |            |   |                   |   |       |  
|Current Assets                                                                                                                                                                           |  |                   |            |   |                   |   |       |  
|Cash and cash equivalents                                                                                                                                                                |  | $                 | 8,970,075  |   |                   | $ | 4,474 |  
|Participating interestFuture lease income (related party)                                                                                                                               |  |                   | 695,229    |   |                   |   |      |  
|Net investment in finance lease                                                                                                                                                          |  |                   | 188,673    |   |                   |   |      |  
|Lease receivable                                                                                                                                                                         |  |                   | 76,722     |   |                   |   |      |  
|Taxes receivable (related party)                                                                                                                                                         |  |                   |           |   |                   |   | 218   |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Current Assets                                                                                                                                                                     |  |                   | 9,930,699  |   |                   |   | 4,692 |  
|Non-current Assets                                                                                                                                                                       |  |                   |            |   |                   |   |       |  
|Participating interestResidual value (related party)                                                                                                                                    |  |                   | 3,823,018  |   |                   |   |      |  
|Participating interestFuture lease income (related party)                                                                                                                               |  |                   | 1,623,662  |   |                   |   |      |  
|Net investment in finance lease                                                                                                                                                          |  |                   | 485,582    |   |                   |   |      |  
|Leased equipment at cost (net of accumulated depreciation of $56,877 and $0, respectively)                                                                                               |  |                   | 2,040,476  |   |                   |   |      |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Non-current Assets                                                                                                                                                                 |  |                   | 7,972,738  |   |                   |   |      |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Assets                                                                                                                                                                             |  | $                 | 17,903,437 |   |                   | $ | 4,692 |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|LIABILITIES AND MEMBERS EQUITY                                                                                                                                                          |  |                   |            |   |                   |   |       |  
|Current Liabilities:                                                                                                                                                                     |  |                   |            |   |                   |   |       |  
|Commissions and fees payable (related party)                                                                                                                                             |  | $                 | 889,411    |   |                   | $ |      |  
|Capital contributions received in advance                                                                                                                                                |  |                   | 41,900     |   |                   |   |      |  
|Lease payments received in advance (related party)                                                                                                                                       |  |                   | 28,876     |   |                   |   |      |  
|Distribution payable                                                                                                                                                                     |  |                   | 135,953    |   |                   |   |      |  
|Other payable                                                                                                                                                                            |  |                   | 3,220      |   |                   |   |      |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Current Liabilities                                                                                                                                                                |  |                   | 1,099,360  |   |                   |   |      |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Liabilities                                                                                                                                                                        |  |                   | 1,099,360  |   |                   |   |      |  
|Commitments and Contingencies                                                                                                                                                            |  |                   |           |   |                   |   |      |  
|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: 2,113,196 shares as of                                                                                                                                           |  |                   |            |   |                   |   |       |  
|December 31, 2010 and 500 shares as of December 31, 2009                                                                                                                                 |  |                   | 17,734,339 |   |                   |   | 5,000 |  
|Deficit accumulated during development stage                                                                                                                                             |  |                   | (930,262   | ) |                   |   | (308  | )
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Members Equity                                                                                                                                                                    |  |                   | 16,804,077 |   |                   |   | 4,692 |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  
|Total Liabilities and Members Equity                                                                                                                                                    |  | $                 | 17,903,437 |   |                   | $ | 4,692 |  
|                                                                                                                                                                                         |  |                   |            |   |                   |   |       |  

See accompanying notes to the Financial Statements



19



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##### Table of Contents

MACQUARIE EQUIPMENT LEASING FUND, LLC

(a development stage enterprise )

STATEMENTS OF OPERATIONS



|                                                                 |  |                                                                   |           |   |                            |   |           |                            |  |   |                                                                   |   |  |   |       |  
|---------------------------------------------------------------- |  | ----------------------------------------------------------------- | --------- | - | -------------------------- | - | --------- | -------------------------- |  | - | ----------------------------------------------------------------- | - |  | - | ----- | -
|                                                                 |  | Period fromAugust 21,2008(inceptionof the Fund)toDecember 31,2010 |           |   | Year
EndedDecember 31,2010 |   |           | Year
EndedDecember 31,2009 |  |   | Period fromAugust 21,2008(inceptionof the Fund)toDecember 31,2008 |  
|                                                                 |  |                                                                   |           |  
|REVENUE                                                          |  |                                                                   |           |   |                            |   |           |                            |  |   |                                                                   |   |  |   |       |  
|Participating interest income (related party)                    |  | $                                                                 | 135,922   |   |                            | $ | 135,922   |                            |  | $ |                                                                  |   |  | $ |      |  
|Finance and rental income                                        |  |                                                                   | 90,789    |   |                            |   | 90,789    |                            |  |   |                                                                  |   |  |   |      |  
|Other income                                                     |  |                                                                   | 213       |   |                            |   | 213       |                            |  |   |                                                                  |   |  |   |      |  
|                                                                 |  |                                                                   |           |   |                            |   |           |                            |  |   |                                                                   |   |  |   |       |  
|Total revenue                                                    |  |                                                                   | 226,924   |   |                            |   | 226,924   |                            |  |   |                                                                  |   |  |   |      |  
|EXPENSES                                                         |  |                                                                   |           |   |                            |   |           |                            |  |   |                                                                   |   |  |   |       |  
|Operating expenses (related party)                               |  |                                                                   | 850,130   |   |                            |   | 850,130   |                            |  |   |                                                                  |   |  |   |      |  
|Acquisition fees (related party)                                 |  |                                                                   | 195,000   |   |                            |   | 195,000   |                            |  |   |                                                                  |   |  |   |      |  
|Management fees (related party)                                  |  |                                                                   | 32,143    |   |                            |   | 32,143    |                            |  |   |                                                                  |   |  |   |      |  
|Depreciation                                                     |  |                                                                   | 56,877    |   |                            |   | 56,877    |                            |  |   |                                                                  |   |  |   |      |  
|Other expenses                                                   |  |                                                                   | 23,254    |   |                            |   | 22,728    |                            |  |   | 410                                                               |   |  |   | 116   |  
|                                                                 |  |                                                                   |           |   |                            |   |           |                            |  |   |                                                                   |   |  |   |       |  
|Total expenses                                                   |  |                                                                   | 1,157,404 |   |                            |   | 1,156,878 |                            |  |   | 410                                                               |   |  |   | 116   |  
|Net loss before income taxes                                     |  |                                                                   | (930,480  | ) |                            |   | (929,954  | )                          |  |   | (410                                                              | ) |  |   | (116  | )
|Income tax benefit                                               |  |                                                                   | 218       |   |                            |   |          |                            |  |   | 170                                                               |   |  |   | 48    |  
|Net loss                                                         |  | $                                                                 | (930,262  | ) |                            | $ | (929,954  | )                          |  | $ | (240                                                              | ) |  | $ | (68   | )
|                                                                 |  |                                                                   |           |   |                            |   |           |                            |  |   |                                                                   |   |  |   |       |  
|Basic and diluted loss per share                                 |  | $                                                                 | (2.21     | ) |                            | $ | (0.93     | )                          |  | $ | (0.48                                                             | ) |  | $ | (0.14 | )
|Weighted average number of shares outstanding: basic and diluted |  |                                                                   | 421,450   |   |                            |   | 994,634   |                            |  |   | 500                                                               |   |  |   | 500   |  



See accompanying notes to the Financial Statements



20



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##### Table of Contents

MACQUARIE EQUIPMENT LEASING FUND, LLC

(a development stage enterprise )

STATEMENTS OF CASH FLOWS



|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------ | ---------- | - | -------------------------- | - | ---------- | -------------------------- |  | - | ------------------------------------------------------------------- | - |  | - | ----- | -
|                                                                                          |  | Period fromAugust21,
2008(inceptionof the Fund)to December 31,2010 |            |   | Year EndedDecember 31,2010 |   |            | Year EndedDecember 31,2009 |  |   | Period fromAugust 21, 2008(inception ofthe Fund)to December 31,2008 |  
|Cash flow from operating activities:                                                      |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|                                                                                          |  |                                                                    |            |  
|Net loss                                                                                  |  | $                                                                  | (930,262   | ) |                            | $ | (929,954   | )                          |  | $ | (240                                                                | ) |  | $ | (68   | )
|Adjustments to reconcile net loss to net cash used in operating activities:               |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Depreciation                                                                              |  |                                                                    | 56,877     |   |                            |   | 56,877     |                            |  |   |                                                                    |   |  |   |      |  
|Changes in operating assets and liabilities:                                              |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Commission and fees payable (related party)                                               |  |                                                                    | 864,794    |   |                            |   | 864,794    |                            |  |   |                                                                    |   |  |   |      |  
|Equipment lease receivable                                                                |  |                                                                    | (76,722    | ) |                            |   | (76,722    | )                          |  |   |                                                                    |   |  |   |      |  
|Net investment in finance lease                                                           |  |                                                                    | 29,225     |   |                            |   | 29,225     |                            |  |   |                                                                    |   |  |   |      |  
|Taxes receivable (related party)                                                          |  |                                                                    |           |   |                            |   | 218        |                            |  |   | (170                                                                | ) |  |   | (48   | )
|Other payable                                                                             |  |                                                                    | 3,220      |   |                            |   | 3,220      |                            |  |   |                                                                    |   |  |   |      |  
|Lease payments received in advance (related party)                                        |  |                                                                    | 28,876     |   |                            |   | 28,876     |                            |  |   |                                                                    |   |  |   |      |  
|                                                                                          |  |                                                                    |            |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Net cash used in operating activities                                                     |  |                                                                    | (23,992    | ) |                            |   | (23,466    | )                          |  |   | (410                                                                | ) |  |   | (116  | )
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Cash flow from investing activities:                                                      |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Payment for participating interestResidual value and Future lease income (related party) |  |                                                                    | (6,500,000 | ) |                            |   | (6,500,000 | )                          |  |   |                                                                    |   |  |   |      |  
|Proceeds from participating interestFuture lease income (related party)                  |  |                                                                    | 358,091    |   |                            |   | 358,091    |                            |  |   |                                                                    |   |  |   |      |  
|Purchase of equipment                                                                     |  |                                                                    | (2,097,353 | ) |                            |   | (2,097,353 | )                          |  |   |                                                                    |   |  |   |      |  
|Investment in capital leased asset                                                        |  |                                                                    | (703,480   | ) |                            |   | (703,480   | )                          |  |   |                                                                    |   |  |   |      |  
|                                                                                          |  |                                                                    |            |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Net cash used in investing activities                                                     |  |                                                                    | (8,942,742 | ) |                            |   | (8,942,742 | )                          |  |   |                                                                    |   |  |   |      |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Cash flow from financing activities:                                                      |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Proceeds from issuance of shares                                                          |  |                                                                    | 20,757,144 |   |                            |   | 20,752,144 |                            |  |   |                                                                    |   |  |   | 5,000 |  
|Payment of offering related expenses                                                      |  |                                                                    | (2,351,369 | ) |                            |   | (2,351,369 | )                          |  |   |                                                                    |   |  |   |      |  
|Distribution paid to members                                                              |  |                                                                    | (496,916   | ) |                            |   | (496,916   | )                          |  |   |                                                                    |   |  |   |      |  
|Capital contributions received in advance                                                 |  |                                                                    | 41,900     |   |                            |   | 41,900     |                            |  |   |                                                                    |   |  |   |      |  
|Repurchase of shares                                                                      |  |                                                                    | (13,950    | ) |                            |   | (13,950    | )                          |  |   |                                                                    |   |  |   |      |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Net cash provided by financing activities                                                 |  |                                                                    | 17,936,809 |   |                            |   | 17,931,809 |                            |  |   |                                                                    |   |  |   | 5,000 |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Net increase (decrease) in cash and cash equivalents                                      |  |                                                                    | 8,970,075  |   |                            |   | 8,965,601  |                            |  |   | (410                                                                | ) |  |   | 4,884 |  
|                                                                                          |  |                                                                    |            |  
|Cash and cash equivalents, beginning of the period                                        |  |                                                                    |           |   |                            |   | 4,474      |                            |  |   | 4,884                                                               |   |  |   |      |  
|                                                                                          |  |                                                                    |            |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Cash and cash equivalents, end of the period                                              |  | $                                                                  | 8,970,075  |   |                            | $ | 8,970,075  |                            |  | $ | 4,474                                                               |   |  | $ | 4,884 |  
|                                                                                          |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Supplemental disclosures of cash flow information                                         |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|                                                                                          |  |                                                                    |            |  
|Non cash financing activities                                                             |  |                                                                    |            |   |                            |   |            |                            |  |   |                                                                     |   |  |   |       |  
|Issuance of shares under Distribution reinvestment plan                                   |  | $                                                                  | 141,381    |   |                            | $ | 141,381    |                            |  | $ |                                                                    |   |  | $ |      |  
|Accrued offering costs                                                                    |  | $                                                                  | 24,617     |   |                            | $ | 24,617     |                            |  | $ |                                                                    |   |  | $ |      |  

See accompanying
notes to the Financial Statements



21



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##### Table of Contents

MACQUARIE EQUIPMENT LEASING FUND, LLC

(a development stage enterprise )

STATEMENT OF CHANGES IN MEMBERS' EQUITY

Period
from August 21, 2008 (inception of the Fund) to December 31, 2010



|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  
|---------------------------------------------------------- |  | --------------- | --------- | - | ----------------------------- | - | ---------- | ----------------------- |  | - | --------- | - |  | - | ---------- | -
|                                                           |  | Members' shares |           |   | Additional members'equity
(1) |   |            | Managing member'sequity |  |   | Total     |  
|Opening balanceAugust 21,2008                             |  |                 |          |   |                               | $ |           |                         |  | $ |          |   |  | $ |           |  
|Issuance of members' shares                                |  |                 | 500       |   |                               |   |           |                         |  |   | 5,000     |   |  |   | 5,000      |  
|Net loss                                                   |  |                 |          |   |                               |   |           |                         |  |   | (68       | ) |  |   | (68        | )
|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  
|Balance at December 31, 2008                               |  |                 | 500       |   |                               |   |           |                         |  |   | 4,932     |   |  |   | 4,932      |  
|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  
|Net loss                                                   |  |                 |          |   |                               |   |           |                         |  |   | (240      | ) |  |   | (240       | )
|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  
|Balance at December 31, 2009                               |  |                 | 500       |   |                               |   |           |                         |  |   | 4,692     |   |  |   | 4,692      |  
|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  
|Issuance of members' shares                                |  |                 | 2,098,516 |   |                               |   | 19,252,144 |                         |  |   | 1,500,000 |   |  |   | 20,752,144 |  
|Issuance of members' sharesDistribution Reinvestment Plan |  |                 | 15,709    |   |                               |   | 141,381    |                         |  |   |          |   |  |   | 141,381    |  
|Offeringrelated expenses                                  |  |                 |          |   |                               |   | (2,288,357 | )                       |  |   | (87,629   | ) |  |   | (2,375,986 | )
|Repurchase of shares                                       |  |                 | (1,529    | ) |                               |   | (13,950    | )                       |  |   |          |   |  |   | (13,950    | )
|Distribution to members                                    |  |                 |          |   |                               |   | (696,659   | )                       |  |   | (77,591   | ) |  |   | (774,250   | )
|Net loss                                                   |  |                 |          |   |                               |   | (823,493   | )                       |  |   | (106,461  | ) |  |   | (929,954   | )
|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  
|Balance at December 31, 2010                               |  |                 | 2,113,196 |   |                               | $ | 15,571,066 |                         |  | $ | 1,233,011 |   |  | $ | 16,804,077 |  
|                                                           |  |                 |           |   |                               |   |            |                         |  |   |           |   |  |   |            |  



|(1) | Additional members represent all members other than the Managing member
|--- | -----------------------------------------------------------------------



See accompanying notes to the Financial Statements



22



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MACQUARIE EQUIPMENT LEASING FUND, LLC

(a development stage enterprise)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND
DESCRIPTION OF BUSINESS

Macquarie Equipment Leasing Fund, LLC ( the Fund or the Company), a Delaware limited
liability company, was formed on August 21, 2008 for the purpose of being an equipment leasing program to acquire a diversified portfolio of equipment, equipment leases and other equipment related investments. The majority of the equipment is
expected to be leased to corporate clients. The Funds objective is to generate income through the collection of lease rentals and other revenues, through the sale of leased equipment and through other portfolio investments. The Funds
fiscal year end is December 31.

The manager of the Fund is Macquarie Asset Management Inc. (the Manager), a member of the
Macquarie Group of Companies which is comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide (the Macquarie Group). Macquarie Group Limited is headquartered in Australia and is listed on the Australian Stock
Exchange. The Manager expects to earn fees by providing or arranging all services necessary and desirable for the operations of the Fund, including those relating to equipment acquisitions and disposals, asset management and administrative,
reporting and regulatory services. Further, the Fund expects to reimburse the Manager for costs incurred for managing the Fund and the Funds portfolio of equipment, equipment lease and other equipment-related investments.

The Fund filed Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (the Registration Statement on Form S-1) with the
Securities and Exchange Commission on June 8, 2010. The Fund is considered to be a development stage enterprise as limited operations have commenced since its first effectiveness order received on June 19, 2009. The initial capital
contribution to the Fund was $5,000 from the Manager and the Manager also purchased $1,500,000 of our shares. The Fund is offering membership interests with the intention of raising up to $157,200,000 of equity. The Fund expects the share offering
period to last for up to 24 months from the date of the first effectiveness order.

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. As of December 31, 2010, the Fund has received and accepted cumulative subscriptions for 2,113,196 shares (including the Distribution Reinvestment
Plan, or DRP, shares and net of repurchase of shares) of limited liability company interest (shares) for $18,508,589, net of offering costs, including the capital contributions from the Manager.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Use of Estimates

The financial statements have been
prepared in conformity with accounting principles generally accepted in the United States of America. This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Cash
and Cash Equivalents

The Fund considers all highly liquid investments with an original maturity of three months or less at the time of
purchase to be cash equivalents. Cash and cash equivalents are maintained with one financial institution.



23



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##### Table of Contents

Income Taxes

Until the initial closing date of March 5, 2010, the Fund was a single member Limited Liability Company and used the liability method for accounting for income taxes in accordance with Accounting
Standards Codification (ASC) 740 Income Taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting basis and tax basis of assets and liabilities and are
measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation reserves are established when it is determined that it is more than likely than not that the deferred income tax asset will not
be realized.

The Fund recorded its benefit for income taxes based upon the estimated taxes that would be due if the Fund had filed its income
tax returns on a separate entity basis be settled via an informal tax sharing agreement with the affiliate of the Manager. The Funds share of current and deferred federal and state tax benefits or obligations were recorded as taxes receivable
(related party) in the balance sheet as of December 31, 2009.

The Fund received and accepted subscriptions for a minimum offering amount
on March 5, 2010. From that date the above guidance no longer applies and the informal tax sharing agreement with the affiliate of the Manager no longer exists. The Fund is treated as a partnership for federal and state income tax purposes. As
a partnership, the Fund itself is not subject to federal and state income taxes, while each member will be individually liable for income taxes, if any, of its share of net taxable income from the Fund. Interest, dividends and other income realized
by the Fund may be subject to withholding tax in the jurisdiction in which the income is sourced.

Leased Equipment at
Cost

Investment in leased equipment is stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight
line basis over the lease term to the assets residual value. The factors considered in determining the residual value include, but are not limited to, the type of equipment considered, how the equipment is integrated into the potential
lessees business, the length of the lease and the industry in which the potential lessee operates. Initial direct costs associated with the leases are included in the leased equipment cost.

Revenue recognition

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

For
operating leases, rental income is recognized on a straight-line basis over the lease term.

Impairments

The significant 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. Our Managers assessment for impairment includes review of 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.



24



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##### Table of Contents

Allowance for doubtful accounts

The Fund evaluates the collectability of its receivable by analyzing the borrowers creditworthiness and current economic trends. The Fund records an
allowance when the analysis indicates that the probability of full collection is unlikely. No allowance was deemed necessary as at December 31, 2010

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 deemed necessary as at December 31, 2010

Development Stage Enterprise

The Fund complies with the reporting requirements of
ASC 915, Development Stage Entities.

New Accounting Pronouncements

In July 2010, the FASB issued ASU 2010-20 Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, an
amended guidance for disclosures about the credit quality of financing receivables and the allowance for credit losses. This update amends existing guidance by requiring more robust and disaggregated disclosures by an entity about the credit quality
of its financing receivables and its allowance for credit losses. These disclosures will provide financial statement users with additional information about the nature of credit risks inherent in a companys financing receivables, how a company
analyzes and assesses credit risk in determining its allowance for credit losses, and the reasons for any changes a company may make in its allowance for credit losses. This update is generally effective for interim and annual reporting periods
ending on or after December 15, 2010; however, certain aspects of the update pertaining to activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The
adoption of the new guidance had no significant effect on the Funds financial statements.

In February 2010, FASB issued ASU 2010-09
Amendments to Certain Recognition and Disclosure Requirements. The guidance requires an entity that is either an SEC filer or a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events
through the dates financial statements are issued. All other entities are required to evaluate subsequent events through the date financial statements are available to be issued. It also requires all entities excluding the SEC filers to disclose the
dates through which the subsequent events have been evaluated. The Fund adopted the amended guidance in the first quarter of 2010. The adoption of the new guidance had no significant effect on the Funds financial statements.

3. PARTICIPATING INTEREST

In March
2010, the Fund entered into a participation agreement with Macquarie Bank Limited (MBL) a member of the Macquarie Group of companies, to acquire an economic interest of up to 10% ($6,500,000) in a sale leaseback transaction. No leverage
was used to finance this participating interest. Pursuant to the participation agreement, the Fund made installment payments to, and will receive monthly payments from, MBL in a manner which mirrors the cash flows arising in connection with the
commercial aircraft engines leased by a third party (the underlying airline) which are subject to leases of between 51 to 69 months. MBL will pay the Fund approximately 10% (consistent with the investment percentage) of the monthly lease
payments received from the third party and approximately 10% of the engine sales proceeds, remaining maintenance reserves and damages and insurance proceeds (collectively referred to as residual value), at the end of the lease term when
the engines have been successfully remarketed. Under a separate agreement, the Fund shall pay Macquarie Aviation Capital Limited, a member of the Macquarie Group of companies, via its Fund manager, a fee (5% of the lease rental receipts) for the
ongoing management of the engines and for the collection and remittance of rentals.



25



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##### Table of Contents

The Fund has paid MBL $6,500,000 (approximately 10% of the transaction value). The Fund is entitled to
receive cash payments of $57,752 per month and approximately 10% of the residual value. The $6,500,000 investment has been bifurcated on the face of the balance sheet into two assets based upon relative fair value in accordance with the accounting
guidance described below:

1) Participating InterestEngine residual value: Representing the present value of the residual engine value as
of the time of investment. The recognition of the asset upon investment is in accordance with ASC 360-10-25 Acquisition of the Residual Value in Leased Asset by a Third Party for an acquisition of the residual value in leased assets by a
third party. This asset is tested for impairment as in accordance with ASC 360-10-35 Subsequent Measurement.

2) Participating
InterestFuture lease income: Representing the present value of the discounted future cash flows as of each balance sheet date based on the accounting guidance of ASC 470-10-25 Sales of Future Revenues or Various Other Measures of
Income.

The proceeds related to the residual value will be recouped if remarketing of the engines at the end of the lease term is
successful. Any gains or losses on the residual value will be recognized based on the difference between the proceeds and the carrying amount. Income associated with the cash flows will be recognized monthly based on an effective yield over the
lease term, based on the accounting guidance of ASC 470-10-25 Recognition.

The Fund is exposed to the credit risk of the underlying
airline. Neither MBL nor any other member of the Macquarie Group guarantees the payment obligations of the airline, and the Fund has no recourse against any member of the Macquarie Group in the event the airline fails to meet its payment
obligations. Although the Fund currently has no reason to believe that the airline will fail to meet its contractual obligations, a risk of loss to the Fund exists to the extent that the airline fails to meet its payment obligations and the net
remarketing proceeds from the sale of (repossessed) equipment are not sufficient to reimburse the Fund for its investment in the transaction. The Fund also faces risk of loss should MBL fail to meet its payment obligation under the participation
agreement.

4. LEASED EQUIPMENT AT COST

In October 2010, the Fund acquired 451 new NCR Self-Serv kiosks (customer self-service terminals). These customer self-service terminals are on lease to a leading U.S. retailer for a period of 59
months and will be used in the retailers stores across the U.S. The retailer is an existing client of an entity affiliated with the Funds manager. The acquisition of the equipment was facilitated by the entity affiliated with the
Funds manager purchasing the equipment and then simultaneously selling it to the Fund. The purchase price for the equipment, including the initial direct costs was $2,097,353. No leverage was used to finance this acquisition by the Fund.
Rentals of $38,361 are paid monthly and at the end of the lease term, the lessee may return the equipment, continue to rent the equipment, or purchase the equipment for its then fair market value.

Leased equipment at cost consisted of the following as at December 31, 2010:



|                               |  |                  |           |  
|------------------------------ |  | ---------------- | --------- | -
|                               |  | December 31,2010 |          
|Self-serve checkout equipment  |  | $                | 2,097,353 |  
|Less: Accumulated depreciation |  |                  | (56,877   | )
|                               |  |                  |           |  
|                               |  | $                | 2,040,476 |  
|                               |  |                  |           |  



26



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##### Table of Contents

Annual minimum future rentals receivable over the next 5 years consist of the following:



|                          |  |   |           | 
|------------------------- |  | - | --------- | 
|Years ending December 31, |  |   |          
|2011                      |  | $ | 460,334   | 
|2012                      |  |   | 460,334   | 
|2013                      |  |   | 460,334   | 
|2014                      |  |   | 460,334   | 
|2015                      |  |   | 345,251   | 
|                          |  |   |           | 
|                          |  | $ | 2,186,587 | 
|                          |  |   |           | 

The Fund is exposed to risks under this transaction, including risk associated with the leasing client's
creditworthiness and risk associated with the future market value of the equipment. Although the Fund currently has no reason to believe that the client will fail to meet its contractual obligations, a risk of loss to the Fund exists
should the client fail to meet its payment obligations under the lease. A risk of loss or lower than expected returns also exists if the market value of the equipment at the end of the lease term is lower than anticipated.

5. NET INVESTMENT IN FINANCE LEASE

In
November 2010, the Fund acquired various items of furniture and other related equipment for use in model display apartments. This equipment is on lease to a leading U.S. owner and operator of senior housing and retirement communities for a 36 month
period. The equipment will be used in the clients facilities across the U.S. The purchase price for the equipment, including the initial direct cost, was $703,480. No leverage was used to finance this acquisition by the Fund. Rentals of
$21,646 are paid monthly and at the end of the lease term, the lessee may return the equipment, continue to rent the equipment, or purchase the equipment for its then fair market value.

Net investment in finance lease (current and non-current) consisted of the following as at December 31, 2010:



|                                                            |  |                  |          |  
|----------------------------------------------------------- |  | ---------------- | -------- | -
|                                                            |  | December 31,2010 |         
|Minimum lease payments receivable                           |  | $                | 735,949  |  
|Estimated residual values of leased property (unguaranteed) |  |                  | 72,354   |  
|Less: Unearned income                                       |  |                  | (134,048 | )
|                                                            |  |                  |          |  
|Net investment in finance lease                             |  | $                | 674,255  |  
|                                                            |  |                  |          |  

Annual minimum future rentals receivable over the next 3 years consist of the following:



|                          |  |   |         | 
|------------------------- |  | - | ------- | 
|Years ending December 31, |  |   |        
|2011                      |  | $ | 259,746 | 
|2012                      |  |   | 259,746 | 
|2013                      |  |   | 216,457 | 
|                          |  |   |         | 
|                          |  | $ | 735,949 | 
|                          |  |   |         | 

The Fund is exposed to risks under this transaction, including risk associated with the leasing client's
creditworthiness and risk associated with the future market value of the equipment. Although the Fund currently has no reason to believe that the client will fail to meet its contractual obligations, a risk of loss to the Fund exists
should the client fail to meet its payment obligations under the lease. A risk of loss or lower than expected returns also exists if the market value of the equipment at the end of the lease term is lower than anticipated.

6. 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.



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Macquarie Capital (USA) Inc. (the Dealer Manager), a member of the Macquarie Group of companies,
will act as dealer manager for the Fund and will manage a group of selling dealers, including other unaffiliated broker dealers.

The Manager
and the Dealer Manager will receive fees from the Fund for offering services during the offering period including:



| |  |  | Selling commission of up to 7% of the offering proceeds from each share sold by the Dealer Manager or selling dealers, payable to the Dealer Manager
(and re-allowed to unaffiliated selling dealers);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Due diligence expense reimbursement for detailed and itemized bona fide accountable due diligence expenses, payable to the Dealer Manager (and
re-allowed to unaffiliated selling dealers);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Dealer Manager fees of 3% of the offering proceeds from each share sold, payable to the Dealer Manager; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Organization and offering expense allowance, which varies based upon the actual organization and offering expenses incurred by the Manager and its
affiliates and the number of shares sold, payable to the Manager.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The organization and offering expense allowance will not
exceed the actual fees and expenses incurred by the Manager or its affiliates in connection with the Funds organization and offering and will be calculated as follows:



| |  |  | up to 2.433% of the offering proceeds from each share sold for the first 3,500,000 shares;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | up to 2.09% of the offering proceeds from each share sold for shares sold that exceed 3,500,000 but amount to 7,500,000 or fewer shares; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | up to 1.60% of the offering proceeds from each share sold for shares sold that exceed 7,500,000 shares.
| | - |  | -------------------------------------------------------------------------------------------------------

The Fund will pay the Manager and its affiliates fees for operating services performed during the offering period and on an ongoing basis once the Fund
has commenced operations, 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;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 eight percent (8.0%) per annum internal rate of return
compounded daily on all capital contributions of members;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Out-performance fees depending upon the extent to which investor return has been achieved prior to the time that investor return is achieved, cash
distributions will be made 99.0% to the Funds members
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 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 upon the scope of services the Manager provides to the Fund.
| | - |  | ----------------------------------------------------------------------------------------------------------

As of and for the year ended December 31, 2010 the Fund has accrued or paid to the Manager or its affiliates the following amounts:



|                               |  |                |  |                                                |  |        |         | 
|------------------------------ |  | -------------- |  | ---------------------------------------------- |  | ------ | ------- | 
|Entity                         |  | Capacity       |  | Description                                    |  | Amount |        
|Maquarie Asset Management Inc. |  | Manager        |  | Organization and Offering expense allowance(1) |  | $      | 510,536 | 
|Macquarie Capital (USA) Inc.   |  | Dealer Manager |  | Selling commisions and Dealer Manager fees(1)  |  | $      | 523,779 | 
|Maquarie Asset Management Inc. |  | Manager        |  | Acquisition fees(3)                            |  | $      | 276,381 | 
|Maquarie Asset Management Inc. |  | Manager        |  | Management fee(2)                              |  | $      | 32,143  | 
|Maquarie Asset Management Inc. |  | Manager        |  | Operating Expenses(2)                          |  | $      | 850,130 | 
|Maquarie Asset Management Inc. |  | Manager        |  | Outperformance fee(2)                          |  | $      | 6,385   | 





|(1) | Amount charged directly to members' equity.
|--- | -------------------------------------------

|(2) | Amount charged directly to operations.
|--- | --------------------------------------

|(3) | Amount either charged directly to operations or capitalized and amortized.
|--- | --------------------------------------------------------------------------

7. EQUITY CONTRIBUTION

As of December 31, 2010, the Fund has received and accepted
subscriptions for 2,113,196 shares of limited liability company interest (including the DRP shares and net of repurchase of shares) for $18,508,589, net of offering costs. The subscriptions received include total contributions of $1,505,000 from the
Manager, excluding the offering costs.

8. SUBSEQUENT EVENTS

From January 1, 2011 through February 15, 2011 the Fund has raised and accepted additional cumulative subscription for 381,714 shares of limited liability company interest for $3,344,784, net of
offering cost.



|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. 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, 2010.

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, 2010. All internal control processes, no matter how well designed, have inherent
limitations. Therefore, even those processes



29



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##### Table of Contents

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 of the Funds internal control over financial reporting as of December 31, 2010. In making
this assessment, it used the criteria set forth in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management of
the Manager concluded that the Funds internal control over financial reporting was effective as of December 31, 2010.

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 temporary 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 quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially
affect, the Funds internal control over financial reporting



|Item 9B. | Other Information
|-------- | -----------------

None.



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

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



| |  |  | the Managers principal office at 225 Franklin St, 17th Floor, Suite 1700, Boston, Massachusetts, 02110; or
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the Managers telephone number, 866-965-7622.
| | - |  | ---------------------------------------------

The Manager is a member of the Macquarie Group. In managing the Fund, the Manager will have access to the experienced leasing, funds management and other resources of the Macquarie Group. While the
directors of the Manager have relevant experience in equipment leasing for the Macquarie Group, the Manager is a newly formed entity which has never managed a private or public equipment leasing fund or program.

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     |  |     | 47 |  |       | Director and President     
|               |  |    
|Duncan Edghill |  |     | 32 |  |       | Director and Vice President
|               |  |    
|James A. Pitts |  |     | 70 |  |       | Independent Director       

David Fahy has been 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. Mr. Fahy is situated in Sydney, Australia, and is in frequent attendance at our Managers office in Boston. 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.

Duncan Edghill, Director and Vice President of our Manager, joined the Macquarie Group in February 2001. Situated in Boston, Mr. Edghill has been primarily dedicated to the operations of the
Manager since its inception. From April 2005 to May 2008, Mr. Edghill was based in the Macquarie Groups Vienna, Austria office where he was involved in the establishment of a European equipment leasing business and in the development of
equipment leasing investment opportunities for both retail and institutional investors. From February 2001 to April 2005, Mr. Edghill was based in the Macquarie Groups Sydney, Australia office in a variety of equipment leasing roles
including that of attorney for several leasing businesses. Mr. Edghill holds a Bachelor of Laws and a Bachelor of Commerce from the University of New South Wales, Sydney, Australia, and is an admitted attorney in New South Wales, Australia.

James A. Pitts, Independent Director of our Manager, joined the board of directors of our Manager in March, 2009. Situated in Boston,
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 had been Chair of



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Wainwright Bank & Trust Companys Audit Committee since January 2008 and had been a rotating member of its Executive Committee since April 2006. Mr. Pitts is a Director of the
National Association of Corporate Directors New England Chapter and the chair of its Audit Committee since June 2005. During the period of March 2009 until October 2010, Mr. Pitts was the sole independent member of the Advisory Board of Boston
Coach, a 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 MBA from the University of Connecticut and a BBA from Niagara University, New York. Mr. Pitts is a Certified Public Accountant and holds a Certificate of Director Education.

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.

Section 16(a)
Beneficial Ownership Reporting Compliance

During the fiscal year ended December 31, 2010, the Fund did not have a class of equity
securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, and, therefore, directors, officers and beneficial owners of the Funds equity securities were not subject to the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934.

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 1700, Boston, Massachusetts, 02110.



|Item 11. | Executive Compensation
|-------- | ----------------------

The Fund is a
manager-managed limited liability company and has no directors or executive officers.

Our Manager and its affiliates were paid compensation
and reimbursement for costs and expenses. The amount of such expenses for the period from August 21, 2008 (Date of Inception) through December 31, 2010 is set forth in Item 8 of this report under the caption Financial Statements
and Supplementary DataNotes to Financial StatementsTransactions with Affiliates, at Note 6 thereof, which information is hereby incorporated by reference



32



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##### Table of Contents

|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) Upon our formation, we were initially capitalized by our Managers purchase of 500 of our shares at $10.00 per share ($5,000). In March and June of 2010, our Manager purchased an additional
53,763 and 107,527 of our shares at $9.30 per share ($1,500,000). As of December 31, 2010, our Manager owned approximately 8% of our shares. Other than our Manager, no person of record owns, or is known by us to own, beneficially more than 5%
of any class of our securities.

(c) As of December 31, 2010, no directors or 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.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

See Item 11 to this annual report on Form 10-K for a discussion of compensation and reimbursement to the Manager. See Note 6 to the Funds
financial statements contained under Item 8 of this annual report on Form 10-K for a discussion of the Funds transactions with the Manager and its affiliates.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

During the year ended December 31, 2010 and 2009, the Manager incurred audit, audit-related and other fees with its principal auditors, PricewaterhouseCoopers LLP, as follows:



|                     |  |                                     |         |  |                                     |   |        | 
|-------------------- |  | ----------------------------------- | ------- |  | ----------------------------------- | - | ------ | 
|                     |  | For the year endedDecember 31, 2010 |         |  | For the year endedDecember 31, 2009 |  
|Audit fees           |  | $                                   | 159,430 |  |                                     | $ | 84,740 | 
|Audit - related fees |  |                                     |        |  |                                     |   |       | 
|Tax fees             |  |                                     |        |  |                                     |   |       | 
|Other fees           |  |                                     |        |  |                                     |   |       | 
|                     |  |                                     |         |  |                                     |   |        | 
|                     |  | $                                   | 159,430 |  |                                     | $ | 84,740 | 
|                     |  |                                     |         |  |                                     |   |        | 

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 quarterly reports on Form 10-Q. Audit fees for 2009 of $98,240 were calculated on an accrual basis rather than based on expenses billed. Audit fees for 2009
have been revised to conform to current year presentation. Audit fees also represent costs incurred pursuant to the Funds registration statement on Form S-1.



33



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PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

(a) Financial Statements and Schedules

The financial statements Item 8 of this
annual report on Form 10-K and schedule listed in the accompanying exhibit index are filed as part of this report.

(b)
Exhibits



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|3.1         |  | Certificate of Formation(1)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|3.2         |  | Amended and Restated Limited Liability Company Agreement(1)                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.1        |  | Escrow Agreement dated February 2, 2009, between Wells Fargo Bank, National Association
(Wells Fargo), the Manager, Macquarie Capital (USA) Inc. and the Fund, as amended by Amendment to Escrow Agreement dated March 30, 2009
between Wells Fargo, the Manager, Macquarie Capital (USA) Inc. and the Fund, (1) as amended by Amendment No. 2 to Escrow Agreement dated June 19, 2009 between Wells Fargo, the Manager, Macquarie Capital (USA) Inc. and the
Fund(1).
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification of President of the Manager                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|32.1        |  | Section 1350 Certification of President of the Manager and Principal Executive Officer                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|32.2        |  | Section 1350 Certification of Principal Financial Officer of the Manager and Principal Accounting Officer                                                                                                                                                                                                                                                                                                                                                              
|           



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

| | Filed herewith.
|- | ---------------



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SIGNATURES

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

MACQUARIE EQUIPMENT LEASING FUND, LLC



By:

/S/    DAVID
FAHYDavid Fahy President of the Manager and Principal Executive Officer of Registrant.




By:

/s/     FRANK V.
SARACINOFrank V. Saracino Principal Financial Officer of the Manager and Principal Accounting Officer of Registrant


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.



|                                           |  |                                                                                           |  |                  
|------------------------------------------ |  | ----------------------------------------------------------------------------------------- |  | -----------------
|Signature                                  |  | Title                                                                                     |  | Date             
|                                           |  |                                                                                          
|/S/    DAVID
FAHY David Fahy               |  | President of the Manager and Principal Executive Officer of Registrant.                   |  | February 15, 2011
|                                           |  |                                                                                          
|/S/    FRANK V.
SARACINO Frank V. Saracino |  | Principal Financial Officer of the Manager and Principal Accounting Officer of Registrant |  | February 15, 2011
|                                           |  |                                                                                          
|/S/    DUNCAN
EDGHILL Duncan Edghill       |  | Director and Vice President of the Manager of the Fund                                    |  | February 15, 2011



35



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|3.1         |  | Certificate of Formation(1)                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|3.2         |  | Amended and Restated Limited Liability Company Agreement(1)                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.1        |  | Escrow Agreement dated February 2, 2009, between Wells Fargo Bank, National Association
(Wells Fargo), the Manager, Macquarie Capital and the Fund, as amended by Amendment to Escrow Agreement dated March 30, 2009 between Wells
Fargo, the Manager, Macquarie Capital and the Fund, (1) as amended by Amendment No. 2 to Escrow Agreement dated June 19, 2009 between Wells Fargo, the Manager, Macquarie Capital and the Fund(1).
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification of President of the Manager                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the                                                                                                                                                                                                                                                                                                                                                              
|            | 
|32.1        |  | Section 1350 Certification of President of the Manager and Principal Executive Officer                                                                                                                                                                                                                                                                                                                                                
|            | 
|32.2        |  | Section 1350 Certification of Principal Financial Officer of the Manager and Principal Accounting Officer                                                                                                                                                                                                                                                                                                                             
|           



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

| | Filed herewith.
|- | ---------------



36