10-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended	December 31, 2012
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	000-54604
ICON ECI Fund Fifteen, L.P.
(Exact name of registrant as specified in its charter)
Delaware			27-3525849
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3 Park Avenue, 36th Floor
New York, New York			10016
(Address of principal executive offices)			(Zip Code)
(212) 418-4700
(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: Units of Limited Partnership Interests
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes     No þ
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 þ
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 þ     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 þ     No 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
þ
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 þ  (Do not check if a smaller reporting company)		Smaller reporting company  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes     No þ
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 is no established market for the limited partnership interests of the registrant.
Number of outstanding limited partnership interests of the registrant on March 21, 2013 is 172,216.
DOCUMENTS INCORPORATED BY REFERENCE
None.

Table of Contents

	Page
PART I
Item 1. Business	1
Item 1A. Risk Factors	5
Item 1B. Unresolved Staff Comments	20
Item 2. Properties	20
Item 3. Legal Proceedings	20
Item 4. Mine Safety Disclosures	20
PART II
Item 5. Market for Registrant's Securities, Related Security Holder Matters and Issuer
Purchases  of Equity Securities	21
Item 6. Selected Financial Data	23
Item 7. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	36
Item 8. Consolidated Financial Statements and Supplementary Data	37
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure	62
Item 9A. Controls and Procedures	62
Item 9B. Other Information	63
PART III
Item 10.  Directors, Executive Officers of the Registrant's General Partner and Corporate Governance	64
Item 11. Executive Compensation	66
Item 12. Security Ownership of Certain Beneficial Owners and the General Partner and Related
Security Holder Matters	67
Item 13. Certain Relationships and Related Transactions, and Director Independence	67
Item 14. Principal Accounting Fees and Services	68
PART  IV
Item 15. Exhibits, Financial Statement Schedules	69
SIGNATURES	70

PART I

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,” “would,” “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.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 1. Business

Our History

ICON ECI Fund Fifteen, L.P. (the “Partnership”) was formed on September 23, 2010 as a Delaware limited partnership. The Partnership will continue until December 31, 2025, unless terminated sooner. The Partnership has elected to be treated as a partnership for federal income tax purposes. When used in this Annual Report on Form 10-K, the terms “we,” “us,” “our” or similar terms refer to the Partnership and its consolidated subsidiaries.

Our general partner is ICON GP 15, LLC, a Delaware limited liability company (the “General Partner”), and our investment manager is ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (“ICON Capital” or the “Investment Manager”).

Our initial capitalization was $1,001. We are offering limited partnership interests (“Interests”) on a “best efforts” basis with the intention of raising up to $418,000,000 of capital, consisting of 420,000 Interests, of which 20,000 have been reserved for our distribution reinvestment plan (the “DRIP Plan”). The DRIP Plan allows limited partners to purchase Interests at a discounted price with distributions received from us and/or certain affiliates of ours, subject to certain restrictions.

We are currently in our offering period, which commenced on June 6, 2011 and is anticipated to end no later than June 6, 2013. At any time prior to the time that the offering of Interests is terminated, we may, at our sole discretion, increase the offering to a maximum of up to $618,000,000 of capital, consisting of 620,000 Interests; provided, that the offering period will not be extended in connection with such change.

As of July 28, 2011 (the “Initial Closing Date”), we raised a minimum of $1,200,000 from the sale of Interests, at which time we commenced operations. Subsequent to the Initial Closing Date, we returned the initial capital contribution of $1,000 to ICON Capital. From the commencement of our offering on June 6, 2011 through December 31, 2012, we sold 150,972 Interests to 3,652 limited partners, representing $150,441,521 of capital contributions. Investors from the Commonwealth of Pennsylvania and the State of Tennessee were not admitted until we raised total equity in the amount of $20,000,000, which we achieved on November 17, 2011. During the period from June 6, 2011 through December 31, 2012, we paid or accrued the following commissions and fees in connection with the offering of Interests: (i) sales commissions to third parties in the amount of $10,140,294 and (ii) dealer-manager fees in the amount of $4,429,176 to ICON Securities, LLC, formerly known as ICON Securities Corp. (“ICON Securities”), the dealer-manager of the offering of the Interests and an affiliate of General Partner. In addition, our General Partner and its affiliates, on our behalf, incurred organizational and offering expenses in the amount of $2,487,856. During the year ended December 31, 2012, organizational and offering expenses in the amount of $1,370,048 were recorded as a reduction of partners’ equity.

Our Business

We are a direct financing fund that will primarily make investments in domestic and global companies, which investments will primarily be structured as debt and debt-like financings (such as loans and leases) that are collateralized by equipment and

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other corporate infrastructure (collectively, “Capital Assets”) utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that our General Partner believes will provide us with a satisfactory, risk-adjusted rate of return. In addition, we intend to use the offering proceeds to pay fees and expenses and establish a cash reserve. Our General Partner will make investment decisions on our behalf and manage our business. Additionally, our General Partner has a 1% interest in our profits, losses, cash distributions and liquidation proceeds.

In the case of secured loans and other financing transactions, the principal and interest payments due under the loan are expected to provide a return of and a return on the amount we lend to borrowers. In the case of leases where there is significant current cash flow generated during the primary term of the lease and the value of the Capital Assets at the end of the term will be minimal or is not considered a primary reason for making the investment, the rental payments due under the lease are expected to be, in the aggregate, sufficient to provide a return of and a return on the purchase price of the leased Capital Assets.

We divide the life of the Partnership into three distinct phases:

(1)       Offering Period: We anticipate that the offering of our Interests will close no later than June 6, 2013.

(2)       Operating Period: After the close of the offering period, we expect to continue to reinvest the cash generated from our initial investments to the extent that cash is not needed for our expenses, reserves and distributions to limited partners. We anticipate that the operating period will extend until five years from the date we complete the offering. However, we may, at our discretion, extend the operating period for up to an additional three years.

(3)       Liquidation Period: After the operating period, we will then sell our assets in the ordinary course of business. If we believe it would benefit our limited partners to reinvest the proceeds received from our investments in additional investments during the liquidation period, we may do so, but our Investment Manager will not receive any additional acquisition fees in connection with such reinvestments. Our goal is to complete the liquidation period within two years after the end of the operating period, but it may take longer to do so.

At December 31, 2012 and 2011, we had total assets of $208,274,347 and $31,436,470, respectively. For the year ended December 31, 2012, we had three lessees and two borrowers that accounted for 73.6% of our total rental income and finance income of $8,998,463. Net loss attributable to us for the year ended December 31, 2012 was $2,275,472. For the year ended December 31, 2011, we had one lessee and two borrowers that accounted for 100% of our total finance income of $294,664. Net loss attributable to us for the year ended December 31, 2011 was $1,141,290.

At December 31, 2012, our portfolio, which we hold either directly or through joint ventures, consisted primarily of the following investments:

Notes Receivable

·Three term loans to NTS Communications, Inc. (formerly known as Xfone USA, Inc.) and its affiliates (collectively, “NTS”), which are secured by telecommunications equipment and mature in July 2017.

·A term loan to Ensaimada S.A. (“Ensaimada”), which is secured by a second priority security interest in a dry bulk carrier and matures in November 2016.

·A term loan to VAS Aero Services, LLC (“VAS”), which is secured by all of VAS’s assets and matures in October 2014.

·A term loan to Kanza Construction, Inc. (“Kanza”), which is secured by all of Kanza’s assets and matures in March 2017.

·A term loan to affiliates of Frontier Oilfield Services, Inc. (collectively, “Frontier”), which is secured by saltwater disposal wells and related equipment and matures in January 2018.

·A term loan to Vintage Partners, LLC, which is secured by, among other things, a first priority security interest in two containership vessels, and matures in July 2017.

·A term loan to Superior Tube Company, Inc. and Tubes Holdco Limited (collectively, “Superior”), which is secured by tube manufacturing and related equipment and matures in October 2017.

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·A term loan with Ocean Product Tankers AS, which is secured by, among other things, a second priority mortgage on three product tanker vessels, and matures in October 2017.

·A term loan to Platinum Energy Solutions, Inc. (“Platinum”), which is secured by, among other things, Platinum’s existing and thereafter acquired assets, including heavy duty trucks, blending, pumping and conveyor trailers and hydraulic pumps used to facilitate oil well fracking, cleaning and servicing, and matures in January 2017.

Telecommunications Equipment

·Telecommunications equipment that is subject to a 36-month lease with Global Crossing Telecommunications, Inc. The lease expires in June 2014.

Mining Equipment

·A 94.2% interest in mining equipment that is subject to lease with The American Coal Company, American Energy Corporation, The Ohio Valley Coal Corporation and Murray Energy Corporation. The lease expires in September 2015.

·A 96% interest in mining equipment that is subject to lease with Murray Energy Corporation and certain affiliates. The lease expires in October 2015.

Marine Vessels

·A 60% interest in an offshore support vessel, the Lewek Ambassador, that is subject to a nine year bareboat charter with Gallatin Maritime Management. The bareboat charter expires in June 2021.

·An 80% ownership interest in a car carrier vessel, the Hoegh Copenhagen, that is subject to an eight year bareboat charter with Hoegh Autoliners Shipping AS. The bareboat charter expires in December 2020.

For a discussion of the significant transactions that we engaged in during the period from the Initial Closing Date through December 31, 2012, please refer to “Item 7. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations.”

Segment Information

We are engaged in one business segment, the business of investing in Capital Assets, including, but not limited to, Capital Assets that are already subject to lease, Capital Assets that we purchase and lease to domestic and global businesses, Capital Assets that secure loans and ownership rights to leased Capital Assets at lease expiration.

Competition

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

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

We compete primarily on the basis of pricing, terms and structure, particularly on structuring flexible, responsive, and customized financing solutions for our customers. Our investments are often made directly rather than through competition in the open market. This approach limits the competition for our typical investment, which may enhance returns. We believe our investment model may represent the best way for individual investors to participate in investing in Capital Assets. Nevertheless, to the extent that our competitors compete aggressively on any combination of the foregoing factors, we could fail to achieve our investment objectives. For additional information about our competition and other risks related to our operations, please see “Item 1A. Risk Factors.”

Employees

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We have no direct employees.  Our General Partner and Investment Manager supervise and control our business affairs and originate and service our investments.

Available Information

Our Annual Report on Form 10-K, our most recent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our Investment Manager’s internet website at http://www.iconinvestments.com as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). The information contained on our Investment 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.  

Financial Information Regarding Geographic Areas

Certain of our investments generate revenue in geographic areas outside of the United States. For additional information, see Note 11 to our consolidated financial statements.

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Item 1A. Risk Factors

We are subject to a number of risks.  Careful consideration should be given to the following risk factors, in addition to the other information included in this Annual Report. The risks and uncertainties described below are not the only ones we may face.  Each of these risk factors could adversely affect our business operating results and/or financial condition, as well as adversely affect the value of an investment in our Interests.  In addition to the following disclosures, please refer to the other information contained in this Annual Report, including the consolidated financial statements and the related notes.

General Investment Risks

All or a substantial portion of your distributions may be a return of capital and not a return on capital, which will not necessarily be indicative of our performance.

The portion of total distributions that is a return of capital and the portion that is economic return will depend upon a number of factors that cannot be determined until all of our investments have been sold or otherwise matured. At that time, you will be able to compare the total amount of all cash distributions you receive to your total capital invested in order to determine your economic return.

The Internal Revenue Service (“IRS”) may deem the majority of your distributions to be a return of capital for tax purposes during our early years. Distributions would be deemed to be a return of capital for tax purposes to the extent that we are distributing cash in an amount greater than our taxable income. The fact that the IRS deems distributions to be a return of capital in part and we report an adjusted tax basis to you on Schedule K-1 is not an indication that we are performing greater than or less than expectations and cannot be utilized to forecast what your final return might be.

Your ability to resell your Interests will be limited by the absence of a public trading market and substantial transfer restrictions. Therefore, you should be prepared to hold your Interests until the Partnership is completely liquidated, which is expected to occur no earlier than June 6, 2020.

We do not anticipate that a public market will develop for our Interests, our Interests will not be listed on any national securities exchange at any time, and we will take steps to ensure that no public trading market develops for our Interests. In addition, our limited partnership agreement (the “Partnership Agreement”) imposes significant restrictions on your right to transfer your Interests.

We have established these restrictions to comply with federal and State securities laws, as well as to ensure that we will not be considered to be a publicly traded partnership that is taxed as a corporation for federal income tax purposes. Your ability to sell or otherwise transfer your Interests is extremely limited and will depend on your ability to identify a buyer. Thus, you will probably not be able to sell or otherwise liquidate your Interests in the event of an emergency and, even if you were able to arrange a sale, the price you receive would likely be at a substantial discount to the price you paid for your Interests.

As a result, you must view your investment in our Interests as a long-term, illiquid investment that may last for at least nine years.

The offering price for Interests is not based on the book value or net asset value of our expected investments, or our expected cash flow.

The offering price for Interests is not based on the book value or net asset value of our expected investments or our expected cash flow. The Investment Manager does not intend to provide a reasonable estimate of the value of Interests until after the end of the offering. Until Interests are valued by our Investment Manager following the conclusion of the offering, no price or value of Interests will be available and such will not reflect the net asset value of Interests.

If you request that we repurchase your Interests, you may receive significantly less than you would receive if you held your Interests for the life of the Partnership.

After you have been admitted as a limited partner and have held your Interests for at least one year, you may request that we repurchase up to all of your Interests. We are under no obligation to do so, however, and will have only limited cash available for this purpose. If we repurchase your Interests, the formula for the repurchase price has been unilaterally set and, depending upon when you request repurchase, the repurchase price may be less than the unreturned amount of your investment. If your Interests

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are repurchased, the repurchase price may provide you a significantly lower value than the value you would realize by retaining your Interests for the duration of the Partnership.

You may not receive cash distributions every month and, therefore, you should not rely on cash distributions from your Interests as a source of income.

You should not rely on cash distributions from your Interests as a source of income. While we intend to make monthly cash distributions through the end of our operating period, we may determine it is in our limited partners' best interest to periodically change the amount of the cash distributions you receive or to not make any distributions in some months. Losses from our operations of the types described in these risk factors and unexpected liabilities could result in a reduced level of distributions to you. Additionally, during the liquidation period, although we expect that lump sums will be distributed from time to time if and when financially significant assets are sold, regularly scheduled distributions will decrease because there will be fewer investments available to generate cash flow.

We may suffer from delays in locating suitable investments, which could adversely affect the return on your investment.

There may be a period of time before we invest the proceeds from the offering. Delays we encounter in the selection of investments could adversely affect your return.

Your Interests may be diluted.

Some investors, including our General Partner and its officers, directors and other affiliates, may purchase Interests at discounted prices and may share in our revenues and distributions based on the number of Interests that they purchase, rather than the discounted subscription price paid by them for their Interests. As a result, investors who pay discounted prices for their investments will receive higher returns on their investments in us as compared to investors who pay the entire $1,000 per Interest.

Our early distributions to partners may not be paid entirely from operating cash flow, which may decrease our investments in Capital Assets.

We intend to make distributions monthly following the closing of the minimum offering. As a result, it may be more likely that part of the distributions to our partners early in our operations will be a return of capital. This is because it is not always possible to immediately invest the initial proceeds received from the offering in investments that meet our investment objectives and provide operating and/or investing cash flow to cover our distributions. See "— We may suffer from delays in locating suitable investments, which could adversely affect the return on your investment." Offering proceeds that are returned to partners as part of distributions to them will not be available for investments in Capital Assets. To the extent that distributions are paid from sources other than operating and/or investing cash flow, there will be a decrease in the cash available for investment in Capital Assets, which may reduce the amount of distributions we make in the future. See "— All or a substantial portion of your distributions may be a return of capital and not a return on capital, which will not necessarily be indicative of our performance."

Our assets may be plan assets for ERISA purposes, which could subject our General Partner and/or our Investment Manager to additional restrictions on their ability to operate our business with respect to all partners.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”), may apply what is known as the look-through rule to an investment in our Interests. Under that rule, the assets of an entity in which a qualified plan or IRA has made an equity investment may constitute assets of the qualified plan or IRA. If you are a fiduciary of a qualified plan or IRA, you should consult with your advisors and carefully consider the effect of that treatment if the look-through rule is applied. If the look-through rule were to apply, our General Partner and/or our Investment Manager may be viewed as an additional fiduciary with respect to the qualified plan or IRA to the extent of any decisions relating to the undivided interest in our assets represented by the Interests held by such qualified plan or IRA. This could result in some restriction on our General Partner's and/or our Investment Manager's willingness to engage in transactions that might otherwise be in the best interest of all Interest holders due to the strict rules of ERISA regarding fiduciary actions.

An investment in our Interests may not satisfy the requirements of ERISA or other applicable laws.

When considering an investment in our Interests, an individual with investment discretion over assets of any pension plan, profit-sharing plan, retirement plan, IRA or other employee benefit plan covered by ERISA or other applicable laws should consider whether the investment satisfies the requirements of Section 404 of ERISA or other applicable laws. In particular, attention should be paid to the diversification requirements of Section 404(a)(1)(C) of ERISA in light of all the facts and

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circumstances, including the portion of the plan's portfolio of which the investment will be a part. All plan investors should also consider whether the investment is prudent and meets plan liquidity requirements, as there are significant restrictions on the ability to sell or otherwise dispose of our Interests, and whether the investment is permissible under the plan's governing instrument. We have not evaluated, and will not evaluate, whether an investment in our Interests is suitable for any particular plan. Rather, we will accept subscribers as limited partners if a subscriber otherwise meets our suitability standards. In addition, we can provide no assurance that any statements of estimated value of our Interests 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 fair value of the Interests.

The statements of value that we include in this and future Annual Reports on Form 10-K and that we will send to fiduciaries of plans subject to ERISA and to certain other parties are only estimates and may not reflect the actual value of our Interests.

The statements of estimated value are based on the estimated value of each Interest (i) as of the close of our fiscal year, for the annual statements included in this and future Annual Reports on Form 10-K and (ii) as of September 30 of each fiscal year, for annual statements sent to fiduciaries of plans subject to ERISA and certain other parties. Management, in part, will rely upon third party sources and advice in arriving at this estimated value. No independent appraisals on the particular value of our Interests will be obtained and the value will be based upon an estimated fair market value as of the referenced date for such value. Because this is only an estimate, we may subsequently revise any valuation that is provided. We cannot ensure that:

•this estimate of value could actually be realized by us or by our limited partners upon liquidation;

•limited partners could realize this estimate of value if they were to attempt to sell their Interests;

•this estimate of value reflects the price or prices that our Interests would or could trade at if they were listed on a national stock exchange or included for quotation on a national market system, because no such market exists or is likely to develop; or

•the statement of value, or the method used to establish value, complies with any reporting and disclosure or valuation requirements under ERISA, Code requirements or other applicable law.

Business Risks

Our business could be hurt by economic downturns.

Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate. A decline in economic activity in the United States or internationally could materially affect our financial condition and results of operations. The equipment finance industry is influenced by factors such as interest rates, inflation, employment rates and other macroeconomic factors over which we have no control. Any decline in economic activity as a result of these factors could result in a decrease in the number of transactions in which we participate and in our profitability.

Uncertainties associated with the equipment finance industry may have an adverse effect on our business and may adversely affect our ability to give you any economic return from our Interests or a complete return of your capital.

There are a number of uncertainties associated with the equipment finance industry that may have an adverse effect on our business and may adversely affect our ability to make cash distributions to you that will, in total, be equal to a return of all of your capital, or provide for any economic return from our Interests. These include, but are not limited to:

•fluctuations in demand for Capital Assets and fluctuations in interest rates and inflation rates;

•fluctuations in the availability and cost of credit for us to borrow to make and/or realize on some of our investments;

•the continuing economic life and value of Capital Assets at the time our investments mature;

•the technological and economic obsolescence of Capital Assets;

•potential defaults by borrowers, lessees or other counterparties;

•supervision and regulation by governmental authorities; and

•increases in our expenses, including taxes and insurance expenses.

The risks and uncertainties associated with the industries of our borrowers, lessees and other counterparties may indirectly affect our business, operating results and financial condition.

We are indirectly subject to a number of uncertainties associated with the industries of our borrowers, lessees and other counterparties. We will invest in a pool of Capital Assets by, among other things, acquiring and selling Capital Assets, acquiring Capital Assets subject to lease, purchasing Capital Assets and leasing Capital Assets to third-party end users, financing Capital

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Assets for third-party end users, and acquiring ownership rights to items of leased Capital Assets at lease expiration. The borrowers, lessees and other counterparties to these transactions will operate in a variety of industries. As such, we are indirectly subject to the various risks and uncertainties that affect our borrowers', lessees' and other counterparties' businesses and operations. If such risks or uncertainties were to affect our borrowers, lessees or other counterparties, we may indirectly suffer a loss on our investment, lose future revenues or experience adverse consequences to our business, operating results and financial condition.

Instability in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to meet our investment objectives.

We may not be able to obtain financing on acceptable terms and conditions for some of our investments. Recently, domestic and international financial markets have experienced unusual volatility and uncertainty. If this volatility and uncertainty persists, our ability to borrow to finance the acquisition of some of our investments could be significantly impacted. If we are unable to borrow on acceptable terms and conditions, we may have to reduce the number of and possibly limit the type of investments we will make, and the return on some of the investments we do make could be lower. All of these events could have a material adverse effect on our results of operations, financial condition and ability to meet our investment objectives.

Because we may borrow money to make our investments, losses as a result of borrower, lessee or other counterparty defaults may be greater than if such borrowings were not incurred.

Although we expect to acquire some of our investments for cash, we are likely to borrow a substantial portion of the purchase price of certain of our investments and there is no limit to the amount of indebtedness that we may incur when making our investments. While we believe the use of leverage will result in more investments with less risk than if leverage is not utilized, there can be no assurance that the benefits of greater size and diversification of our investment portfolio will offset the heightened risk of loss in an individual investment using leverage. Other equipment funds our Investment Manager has sponsored, on average, utilized debt for 65 – 75% of the purchase price of some of the Capital Assets and other equipment in their portfolios. With respect to non-recourse borrowings, if we are unable to pay our debt service obligations because a borrower, lessee or other counterparty defaults, a lender could foreclose on the investment securing the non-recourse indebtedness. This could cause us to lose all or part of our investment or could force us to meet debt service payment obligations so as to protect our investment subject to such indebtedness and prevent it from being subject to repossession.

Additionally, while we expect the majority of our borrowings to be non-recourse, we are liable for recourse indebtedness incurred under a revolving line of credit facility with California Bank & Trust (“CB&T”) that is secured by certain of our assets that are not otherwise pledged to other lenders. CB&T has a security interest in such assets and the right to sell those assets to pay off the indebtedness if we default on our payment obligations. This recourse indebtedness may increase our risk of loss because we must meet the debt service payment obligations regardless of the revenue we receive from the investment that is subject to such secured indebtedness. See “Item 7. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Revolving Line of Credit, Recourse.”

Restrictions imposed by the terms of our indebtedness may limit our financial flexibility.

We are party to a revolving line of credit agreement with CB&T. The terms of that agreement could restrict us from paying distributions to our limited partners if such payments would cause us to not be in compliance with our financial covenants in that agreement. For additional information on the terms of our credit agreement, see “Item 7. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Revolving Line of Credit, Recourse.”

Guarantees made by the guarantors of some of our borrowers, lessees and other counterparties may be voided under certain circumstances and we may be required to return payments received from such guarantors.

Under federal bankruptcy law and comparable provisions of State fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

•was insolvent or rendered insolvent by reason of such incurrence; or

•was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

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•intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a court instituted fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•it could not pay its debts as they become due.

We cannot assure you as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard. We also cannot make any assurances as to the standards that courts in foreign jurisdictions may use or that courts in foreign jurisdictions will take a position similar to that taken in the United States.

If the value of our investments in certain types of leased Capital Assets declines more rapidly than we anticipate, our financial performance may be adversely affected.

A significant part of the value of some of the Capital Assets that we may invest in is expected to be the potential value of the Capital Assets once the lease term expires (with respect to leased Capital Assets). Generally, a Capital Asset is expected to decline in value over its useful life. In making these types of investments, we will assume a residual value for the Capital Assets at the end of the lease or other investment that, at maturity, is expected to be enough to return the cost of our investment in the Capital Assets and provide a rate of return despite the expected decline in the value of the Capital Assets over the term of the investment. However, the actual residual value of the Capital Assets at maturity and whether that value meets our expectations will depend to a significant extent upon the following factors, many of which are beyond our control:

•our ability to acquire or enter into agreements that preserve or enhance the relative value of the Capital Assets;

•our ability to maximize the value of the Capital Assets at maturity;

•market conditions prevailing at maturity;

•the cost of new Capital Assets at the time we are remarketing used Capital Assets;

•the extent to which technological or regulatory developments reduce the market for such used Capital Assets;

•the strength of the economy; and

•the condition of the Capital Assets at maturity.

We cannot assure you that our assumptions with respect to value will be accurate or that the Capital Assets will not lose value more rapidly than we anticipate.

If a Capital Asset is not properly maintained, its residual value may be less than expected.

If a lessee or other counterparty fails to maintain Capital Assets in accordance with the terms of our financing agreements, we may have to make unanticipated expenditures to repair the Capital Assets in order to protect our investment. In addition, some of the Capital Assets we invest in may be used Capital Assets. While we plan to inspect most used Capital Assets prior to making an investment, there is no assurance that an inspection of a used Capital Asset prior to purchasing it will reveal any or all defects and problems with the Capital Asset that may occur after it is acquired by us.

We seek to obtain representations from the sellers and lessees of used Capital Assets that:

•the Capital Assets have been maintained in compliance with the terms of applicable agreements;

•neither the seller nor the lessee is in violation of any material terms of such agreements; and

•the Capital Assets are in good operating condition and repair and that, with respect to leases, the lessee has no defenses to the payment of rent for the Capital Assets as a result of the condition of such Capital Assets.

We would have rights against the seller of Capital Assets for any losses arising from a breach of representations made to us and against the lessee for a default under the lease. However, we cannot assure you that these rights would make us whole with respect to our entire investment in the Capital Assets or our expected returns on the Capital Assets, including legal costs, costs of

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repair and lost revenue from the delay in being able to sell or re-lease the Capital Assets due to undetected problems or issues. These costs and lost revenue could negatively affect our liquidity and cash flows, and could negatively affect our profitability if we are unable to recoup such costs from the lessee or other third parties.

If a borrower, lessee or other counterparty defaults on its obligations to us, we could incur losses.

We may enter into transactions with parties that have senior debt rated below investment grade or no credit ratings. We do not require such parties to have a minimum credit rating. Borrowers, lessees and other counterparties with lower or no credit ratings may default on payments to us more frequently than borrowers, lessees or other counterparties with higher credit ratings. For example, if a borrower does not make loan payments to us when due or a lessee does not make lease payments to us or to a lender on our behalf, or violates the terms of its contract in another important way, we may be forced to terminate our agreements with such parties and attempt to recover the Capital Assets. We may do this at a time when we may not be able to arrange for a new lease or to sell our investment right away, if at all. We would then lose the expected revenues and might not be able to recover the entire amount or any of our original investment. The costs of recovering Capital Assets upon a borrower's, lessee's or other counterparty's default, enforcing the obligations under the contract, and transporting, storing, repairing, and finding a new lessee or purchaser for the Capital Assets may be high and may negatively affect the value of our investment in the Capital Assets. These costs could also negatively affect our liquidity and cash flows, and could negatively affect our profitability.

If a borrower, lessee or other counterparty files for bankruptcy, we may have difficulty enforcing the terms of the contract and may incur losses.

If a borrower, lessee or other counterparty files for protection under the bankruptcy laws, the remaining term of the loan, lease or other financing contract could be shortened or the contract could be rejected by the bankruptcy court, which could result in, among other things, any unpaid pre-bankruptcy loan, lease or other contractual payments being cancelled as part of the bankruptcy proceeding. We may also experience difficulties and delays in recovering Capital Assets from a bankrupt borrower or lessee that is involved in a bankruptcy proceeding or has been declared bankrupt by a bankruptcy court. If a contract is rejected in a bankruptcy, we would bear the cost of retrieving and storing the Capital Assets and then have to remarket such Capital Assets. In addition, the bankruptcy court would treat us as an unsecured creditor for any amounts due under the loan, lease or other contract. These costs and lost revenues could also negatively affect our liquidity and cash flows and could negatively affect our profitability.

Investing in Capital Assets in foreign countries may be riskier than domestic investments and may result in losses.

While we expect to make investments in Capital Assets in the United States, we also expect to make investments in Capital Assets outside of the United States. We may have difficulty enforcing our rights under foreign transaction documents. In addition, we may have difficulty repossessing our Capital Assets if a foreign party defaults and enforcement of our rights outside the United States could be more expensive. Moreover, foreign jurisdictions may confiscate our Capital Assets. Use of Capital Assets in a foreign country will be subject to that country's tax laws, which may impose unanticipated taxes. While we will seek to require borrowers, lessees and other counterparties to reimburse us for all taxes imposed on the use of the Capital Assets and require them to maintain insurance covering the risks of confiscation of the Capital Assets, we cannot assure you that we will be successful in doing so or that insurance reimbursements will be adequate to allow for recovery of and a return on foreign investments.

In addition, we may invest in Capital Assets that may travel to or between locations outside of the United States. Regulations in foreign countries may adversely affect our interest in Capital Assets in those countries. Foreign courts may not recognize judgments obtained in U.S. courts and different accounting or financial reporting practices may make it difficult to judge the financial viability of a borrower, lessee or other counterparty, heightening the risk of default and the loss of our investment in such Capital Assets, which could have a material adverse effect on our results of operations and financial condition.

In addition to business uncertainties, our investments may be affected by political, social, and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the U.S. and, as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly with respect to bankruptcy and reorganization. Financial accounting standards and practices may also differ and there may be less publicly available information with respect to such companies. While our General Partner and Investment Manager will take these factors into consideration when making investment decisions, no assurance can be given that we will be able to fully avoid these risks or generate sufficient risk-adjusted returns.

We could incur losses as a result of foreign currency fluctuations.

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We have the ability to invest in Capital Assets where payments to us are not made in U.S. dollars. In these cases, we may then enter into a contract to protect these payments from fluctuations in the currency exchange rate. These contracts, known as hedge contracts, would allow us to receive a fixed number of U.S. dollars for any fixed, periodic payments due under the transactional documents even if the exchange rate between the U.S. dollar and the currency of the transaction changes over time. If the payments to us were disrupted due to default by the borrower, lessee or other counterparty, we would try to continue to meet our obligations under the hedge contract by acquiring the foreign currency equivalent of the missed payments, which may be available at unfavorable exchange rates. If a transaction is denominated in a major foreign currency such as the pound sterling, which historically has had a stable relationship with the U.S. dollar, we may consider hedging to be unnecessary to protect the value of the payments to us, but our assumptions concerning currency stability may turn out to be incorrect. Our investment returns could be reduced in the event of unfavorable currency fluctuation when payments to us are not made in U.S. dollars.

Furthermore, when we acquire an interest in foreign Capital Assets, we may not be able to hedge our foreign currency exposure with respect to the future value of such Capital Assets because the terms and conditions of such hedge contracts might not be in the best interests of our limited partners. Even with transactions requiring payments in U.S. dollars, the Capital Assets may be sold at maturity for an amount that cannot be pre-determined to a buyer paying in a foreign currency. This could positively or negatively affect our income from such a transaction when the proceeds are converted into U.S. dollars.

Sellers of leased Capital Assets could use their knowledge of the lease terms for gain at our expense.

We may acquire Capital Assets subject to lease from leasing companies that have an ongoing relationship with the lessees. A seller could use its knowledge of the terms of the lease, particularly the end of lease options and date the lease ends, to compete with us. In particular, a seller may approach a lessee with an offer to substitute similar Capital Assets at lease end for lower rental amounts. This may adversely affect our opportunity to maximize the residual value of the Capital Assets and potentially negatively affect our profitability.

Investment in joint ventures may subject us to risks relating to our co-investors that could adversely impact the financial results of such joint ventures.

We may invest in joint ventures with other businesses our Investment Manager and its affiliates manage, as well as with unrelated third parties. Investing in joint ventures involves additional risks not present when making investments in Capital Assets that are wholly owned by us. These risks include the possibility that our co-investors might become bankrupt or otherwise fail to meet financial commitments, thereby obligating us to pay all of the debt associated with the joint venture, as each party to a joint venture may be required to guarantee all of the joint venture's obligations. Alternatively, the co-investors may have economic or business interests or goals that are inconsistent with our investment objectives and want to manage the joint venture in ways that do not maximize our return. Among other things, actions by a co-investor might subject investments that are owned by the joint venture to liabilities greater than those contemplated by the joint venture agreement. Also, when none of the co-investors control a joint venture, there might be a stalemate on decisions, including when to sell the Capital Assets or the prices or terms of a loan or lease. Finally, while we will generally have the right to buy out the other co-investor's interest in the Capital Assets in the event of a sale, we may not have the resources available to do so. These risks could negatively affect our profitability and could result in legal and other costs, which would negatively affect our liquidity and cash flows.

We may not be able to obtain insurance for certain risks and would have to bear the cost of losses from non-insurable risks.

Capital Assets may be damaged or lost. Fire, weather, accidents, theft or other events can cause damage or loss of Capital Assets. While our transaction documents will generally require borrowers and lessees to have comprehensive insurance and assume the risk of loss, some losses, such as from acts of war, terrorism or earthquakes, may be either uninsurable or not economically feasible to insure. Furthermore, not all possible liability claims or contingencies affecting Capital Assets can be anticipated or insured against, and, if insured, the insurance proceeds may not be sufficient to cover a loss. If such a disaster occurs to the Capital Assets, we could suffer a total loss of any investment in the affected Capital Assets. In investing in some types of Capital Assets, we may be exposed to environmental tort liability. Although we will use our best efforts to minimize the possibility and exposure of such liability, including by means of attempting to obtain insurance, we cannot assure you that our assets will be protected against any such claims. These risks could negatively affect our profitability and could result in legal and other costs, which would negatively affect our liquidity and cash flows.

We could suffer losses from failure to maintain our Capital Assets' registration and from unexpected regulatory compliance costs.

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Many types of transportation assets are subject to registration requirements by U.S. governmental agencies, as well as foreign governments if such Capital Assets are to be used outside of the United States. Failing to register the Capital Assets, or losing such registration, could result in substantial penalties, forced liquidation of the Capital Assets and/or the inability to operate and lease the Capital Assets. Governmental agencies may also require changes or improvements to Capital Assets and we may have to spend our own funds to comply if the borrower, lessee or other counterparty is not required to do so under the transaction documents. These changes could force the Capital Assets to be removed from service for a period of time. The terms of the transaction documents may provide for payment reductions if the Capital Assets must remain out of service for an extended period of time or are removed from service. We may then have reduced income from our investment for these Capital Assets. If we do not have the funds to make a required change, we might be required to sell the affected Capital Assets. If so, we could suffer a loss on our investment, lose future revenues and experience adverse tax consequences.

If any of our investments become subject to usury laws, we could have reduced revenues or possibly a loss on such investments.

In addition to credit risks, we may be subject to other risks in Capital Asset financing transactions in which we are deemed to be a lender. For example, equipment leases have sometimes been held by U.S. courts to be loan transactions subject to State usury laws, which limit the interest rate that can be charged. Uncertainties in the application of some laws may result in inadvertent violations that could result in reduced investment returns or, possibly, losses on our investments in the affected transactions. Although part of our business strategy will be to enter into or acquire leases that are structured so that they avoid being deemed loans, and would therefore not be subject to usury laws, we cannot assure you that we will be successful in doing so. In addition, as part of our business strategy, we will also make or acquire secured loans, which are also subject to usury laws and, while we will attempt to structure these to avoid being deemed in violation of usury laws, we cannot assure you that we will be successful in doing so. Loans at usurious interest rates are subject to a reduction in the amount of interest due under such loans and, if an equipment lease or secured loan is held to be a loan with a usurious rate of interest, the amount of the lease or loan payment could be reduced, which would adversely affect our revenue.

State laws determine what rates of interest are deemed usurious, when the applicable rate of interest is determined, and how it is calculated. In addition, some U.S. courts have also held that certain lease and loan features, such as equity interests, constitute additional interest. Although we will generally seek assurances and/or opinions to the effect that our transactions do not violate applicable usury laws, a finding that our transactions violate usury laws could result in the interest obligation to us being declared void and we could be liable for damages and penalties under applicable law. We cannot assure you as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard. We also cannot make any assurances as to the standards that courts in foreign jurisdictions may use or that courts in foreign jurisdictions will take a position similar to that taken in the United States.

We compete with a variety of financing sources for our investments, which may affect our ability to achieve our investment objectives.

The commercial finance industry is highly competitive and is characterized by competitive factors that vary based upon product and geographic region. Our competitors are varied and include other equipment funds, hedge funds, private equity funds, captive and independent finance companies, commercial and industrial banks, manufacturers and vendors. Competition from both traditional competitors and new market entrants remains intense due to the recognition of the potential to achieve attractive returns by participating in the commercial leasing and finance industry.

We compete primarily on the basis of pricing, terms and structure. To the extent that our competitors compete aggressively on any combination of those factors, we could fail to achieve our investment objectives.

Some of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than either we or our General Partner and its affiliates will have, even if we sell the maximum number of Interests in the offering. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. A lower cost of funds could enable a competitor to offer loans or leases at rates that are less than ours, potentially forcing us to lower our rates or lose potential borrowers, lessees or other counterparties.

Organization and Structure Risks

You will have limited voting rights and will be required to rely on our General Partner and/or our Investment Manager to make all of our investment decisions and achieve our investment objectives.

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Our General Partner and/or our Investment Manager will make all of our investment decisions, including determining the investments and dispositions we will make. Our success will depend upon the quality of the investment decisions our General Partner and/or our Investment Manager makes, particularly relating to our investments in Capital Assets and the realization of such investments. You are not permitted to take part in managing, establishing or changing our investment objectives or policies. Accordingly, you should not invest unless you are willing to entrust all aspects of our management to our General Partner and/or our Investment Manager.

The decisions of our General Partner and our Investment Manager may be subject to conflicts of interest.

The decisions of our General Partner and our Investment Manager may be subject to various conflicts of interest arising out of their relationship to us and their affiliates. Our General Partner and our Investment Manager could be confronted with decisions where either or both will, directly or indirectly, have an economic incentive to place its respective interests or the interests of its affiliates above ours. As of December 31, 2012, our Investment Manager, an affiliate of our General Partner, manages or is the investment manager or managing trustee of seven other public equipment funds. See "Item 13. Certain Relationships and Related Transactions, and Director Independence.” These conflicts may include:

•our Investment Manager may receive more fees for managing our investments if we incur indebtedness to fund these investments than if indebtedness is not incurred;

•our Partnership Agreement does not prohibit our General Partner or any of its affiliates from competing with us for investments or engaging in other types of business;

•our Investment Manager may have opportunities to earn fees for referring a prospective investment opportunity to others;

•the dealer-manager, which is an affiliate of our General Partner and not an independent securities firm, reviewed and performed due diligence and will continue to review and perform due diligence on us and the information in our prospectus and thus its review cannot be considered an independent review and may not be as meaningful as a review conducted by an unaffiliated broker-dealer;

•the lack of separate legal representation for us, our General Partner, and our Investment Manager and lack of arm's-length negotiations regarding compensation payable to our General Partner and our Investment Manager;

•our General Partner is our tax matters partner and is able to negotiate with the IRS to settle tax disputes that would bind us and our limited partners that might not be in your best interest given your individual tax situation; and

•our General Partner and/or our Investment Manager can make decisions as to when and whether to sell a jointly-owned asset when the co-owner is another business it manages.

The investment committee of our Investment Manager is not independent.

Any conflicts in determining and allocating investments between us and our General Partner or Investment Manager, or between us and another fund managed by our General Partner or Investment Manager, will be resolved by our Investment Manager's investment committee, which also serves as our investment committee and the investment committee for other funds managed by our Investment Manager and its affiliates. Since all of the members of our Investment Manager's investment committee are officers of our General Partner and our Investment Manager and certain of their affiliates and are not independent, matters determined by such investment committee, including conflicts of interest between us and our General Partner, our Investment Manager and their respective affiliates involving investment opportunities, may not be as favorable to you and our other investors as they would be if independent members were on the committee. Generally, if an investment is appropriate for more than one fund, our Investment Manager's investment committee will allocate the investment to a fund (which includes us) after taking into consideration at least the following factors:

•whether the fund has the cash required for the investment;

•whether the amount of debt to be incurred with respect to the investment is acceptable for the fund;

•the effect the investment would have on the fund's cash flow;

•whether the investment would further diversify, or unduly concentrate, the fund's investments in a particular borrower/lessee, class or type of Capital Asset, location, industry, etc.;

•whether the term of the investment is within the term of the fund; and

•which fund has been seeking investments for the longest period of time.

Notwithstanding the foregoing, our Investment Manager's investment committee may make exceptions to these general policies when, in our Investment Manager's judgment, other circumstances make application of these policies inequitable or economically undesirable. In addition, our Partnership Agreement permits our General Partner and its affiliates to engage in

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Capital Asset acquisitions, financing secured loans, refinancing, leasing and releasing opportunities on their own behalf or on behalf of other funds even if they compete with us.

Our General Partner’s and our Investment Manager’s officers and employees manage other businesses and will not devote their time exclusively to managing us and our business and we may face additional competition for time and capital because neither our Investment Manager nor its affiliates are prohibited from raising money for or managing other entities that pursue the same types of investments that we target.

We do not employ our own full-time officers, managers or employees. Instead, our General Partner and/or our Investment Manager supervise and control our business affairs. Our General Partner’s officers and employees are also officers and employees of our Investment Manager and its affiliates. In addition to sponsoring and managing us and other equipment funds, our Investment Manager and its affiliates currently sponsor, manage and/or distribute other investment products, including, but not limited to, an oil and gas fund and a business development company.

As a result, the time and resources that our Investment Manager’s and its affiliates’ officers and employees devote to us may be diverted and during times of intense activity in other investment products that our Investment Manager and its affiliates manage, sponsor or distribute, such officers and employees may devote less time and resources to our business than would be the case if we had separate officers and employees. In addition, we may compete with any such investment entities for the same investors and investment opportunities.

Our General Partner and its affiliates will receive expense reimbursements and fees from us and those reimbursements and fees are likely to exceed the income portion of distributions made to limited partners during our early years.

Before making any distributions to our limited partners, we will reimburse our General Partner and its affiliates for expenses incurred on our behalf, and pay our General Partner and its affiliates fees for our organization, selling our Interests and managing our investments. The expense reimbursements and fees of our General Partner and its affiliates were established by our General Partner in compliance with the NASAA Guidelines (the North American Securities Administrators Association guidelines for publicly offered, finite-life equipment funds) in effect on June 6, 2011 and are not based on arm's-length negotiations, but are subject to the limitations set forth in our Partnership Agreement. Nevertheless, the amount of these expense reimbursements and fees is likely to exceed the income portion of distributions made to limited partners in our early years.

In general, expense reimbursements and fees will be paid without regard to the amount of our cash distributions to our limited partners, and regardless of the success or profitability of our operations. Some of those fees and expense reimbursements will be required to be paid as we acquire our portfolio and incur expenses, such as accounting and interest expenses, costs for supplies, etc., even though we may not yet have received any revenues from our investments. This lag between the time when we must pay fees and expenses and the time when we receive revenues may result in losses to us during our early years, which our General Partner believes is typical for a start-up company such as us.

Furthermore, we are likely to borrow a significant portion of the purchase price of some of our investments. This use of indebtedness should permit us to make more investments than if borrowings were not utilized. As a consequence, we may pay greater fees to our Investment Manager than if no indebtedness were incurred because management fees and acquisition fees are based upon the gross payments earned or receivable from, or the purchase price (including any indebtedness incurred) of, our investments. Also, our General Partner and/or our Investment Manager will determine the amount of cash reserves that we will maintain for future expenses, contingencies or investments. The reimbursement of expenses, payment of fees or creation of reserves could adversely affect our ability to make distributions to our limited partners.

Our Investment Manager may have difficulty managing its growth, which may divert its resources and limit its ability to expand its operations successfully.

The amount of assets that our Investment Manager manages has grown substantially since our Investment Manager was formed in 1985 and our Investment Manager and its affiliates intend to continue to sponsor and manage, as applicable, funds similar to and different from us that may be sponsored and managed concurrently with us and they expect to experience further growth in their respective assets under management. Our Investment Manager's future success will depend on the ability of its and its affiliates' officers and key employees to implement and improve their operational, financial and management controls, reporting systems and procedures, and manage a growing number of assets and investment funds. However, they may not implement improvements to their management information and control systems in an efficient or timely manner and they may discover deficiencies in their existing systems and controls. Thus, our Investment Manager's anticipated growth may place a strain

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on its administrative and operations infrastructure, which could increase its costs and reduce its efficiency and could negatively impact our operations, business and financial condition.

Operational risks may disrupt our business and result in losses.

We may face operational risk from errors made in the execution, confirmation or settlement of transactions. We may also face operational risk from our transactions not being properly recorded, evaluated or accounted for. We expect to rely heavily on our Investment Manager's financial, accounting, and other software systems. If any of these systems fail to operate properly or become disabled, we could suffer financial loss and a disruption of our business.

In addition, we will be highly dependent on our Investment Manager's information systems and technology. There can be no assurance that these information systems and technology will be able to accommodate our growth or that the cost of maintaining such systems will not increase from its current level. A failure to accommodate growth, or an increase in costs related to such information systems, could also negatively affect our liquidity and cash flows, and could negatively affect our profitability.

Furthermore, we will depend on the headquarters of our General Partner and Investment Manager, which are located in New York City, for the operation of our business. A disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, may have an adverse impact on our ability to continue to operate our business without interruption, which could have a material adverse effect on us. Although we have disaster recovery programs in place, there can be no assurance that these will be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for any losses.

Finally, we are likely to rely on third-party service providers for certain aspects of our business, including certain accounting and financial services. Any interruption or deterioration in the performance of these third parties could impair the quality of our operations and could adversely affect our business and result in losses.

We rely on our systems, certain affiliates’ employees, and certain third party vendors and service providers in conducting our operations, and certain failures, including internal or external fraud, operational errors, systems malfunctions, or cybersecurity incidents, could materially adversely affect our operations.

We are exposed to many types of operational risk, including the risk of fraud by certain affiliates’ employees and outsiders, clerical and recordkeeping errors, and computer or telecommunications systems malfunctions. If any of our financial, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected. We are similarly dependent on the employees of certain of our affiliates. We could be materially adversely affected if one of such employees causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with which we do business could also be sources of operational risk to us, including relating to break-downs or failures of such parties’ own systems or employees. Any of these occurrences could result in a diminished ability for us to operate one or more of our businesses, or cause financial loss, potential liability, inability to secure insurance, reputational damage and regulatory intervention, which could materially adversely affect us.

We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses or electrical or telecommunications outages, natural or man-made disasters, such as earthquakes, hurricanes, floods, or tornados, disease pandemics, or events arising from local or regional politics, including terrorist acts. Such disruptions may give rise to loss or liability to us. In addition, there is the risk that our controls and procedures as well as business continuity and data security systems prove to be inadequate. The computer systems and network systems we use could be vulnerable to unforeseen problems. These problems may arise in both our internally developed systems and the systems of third-party service providers. In addition, our computer systems and network infrastructure present security risks, and could be susceptible to hacking or identity theft. Any such failure could affect our operations and could materially adversely affect our results of operations by requiring us to expend significant resources to correct the defect, as well as by exposing us to litigation or losses not covered by insurance. Although we have business continuity plans and other safeguards in place, our business operations may be adversely affected by significant and widespread disruption to our physical infrastructure or operating systems that support our businesses and customers.

Information security risks for financial institutions have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financing transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. Our

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businesses rely on our digital technologies, computer and email systems, software, and networks to conduct their operations. Although we believe we have robust information security procedures and controls, our technologies, systems and networks may become the target of cyber attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our confidential, proprietary and other information, or otherwise disrupt our business operations, which could materially adversely affect us.

Our internal controls over financial reporting may not be effective, which could have a significant and adverse effect on our business.

Our General Partner is required to evaluate our internal controls over financial reporting in order to allow management to report on our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations of the SEC thereunder, which we refer to as "Section 404." During the course of testing, our General Partner may identify deficiencies that it may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to complete our annual evaluations required by Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and the achievement of our investment objectives.

We are subject to certain reporting requirements and are required to file certain periodic reports with the SEC.

We are subject to reporting requirements under the Securities Exchange Act of 1934, including the filing of quarterly and annual reports. Prior public funds sponsored by our Investment Manager have been and are subject to the same requirements. Some of these funds have been required to amend previously filed reports to, among other things, restate the audited or unaudited financial statements filed in such reports. As a result, the prior funds have been delinquent in filing subsequent quarterly and annual reports when they became due. If we experience delays in the filing of our reports, our investors may not have access to timely information concerning us, our operations, and our financial results.

Your ability to institute a cause of action against our General Partner and its affiliates is limited by our Partnership Agreement.

Our Partnership Agreement provides that neither our General Partner nor any of its affiliates will have any liability to us for any loss we suffer arising out of any action or inaction of our General Partner or an affiliate if the General Partner or affiliate determined, in good faith, that the course of conduct was in our best interests and did not constitute negligence or misconduct. As a result of these provisions in our Partnership Agreement, your right to institute a cause of action against our General Partner may be more limited than it would be without these provisions.

Changes in the laws or regulations that affect the terms and conditions set forth in our prospectus and/or the Partnership Agreement could negatively impact our and/or your rights and obligations.

Our General Partner may, without your consent, amend the Partnership Agreement to effect any change necessitated by a change in law or regulation that causes the terms and conditions set forth in our prospectus and/or the Partnership Agreement to be, in the sole discretion of our General Partner, no longer viable. The changes must be drawn as narrowly as possible so as to effectuate the original intent of our prospectus and the Partnership Agreement. Nevertheless, these changes could negatively impact our and/or your rights and obligations.

You are not expected to have any protection under the Investment Company Act.

We are not registered, and do not expect in the future to be required to register, as an investment company under the Investment Company Act of 1940, as amended (the "40 Act"), in reliance upon an exemption therefrom. Among other things, the 40 Act generally requires investment companies to have a minimum of forty percent (40%) independent directors and regulates the relationship between the investment adviser (i.e., our Investment Manager) and the investment company (i.e., the Partnership), in particular with regard to affiliated transactions. Such protections, and others afforded by the 40 Act, are not expected to be applicable to us. Should the 40 Act become applicable to us, these protections may be implemented in a manner that alters other rights and obligations of us and/or you with respect to other matters.

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You are not expected to have any protection under the Investment Advisers Act.

Our Investment Manager will not register and does not expect in the future to be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), in reliance upon an exemption therefrom. The Advisers Act contains many provisions designed to protect clients of investment advisers, including, among other things, restrictions on the charging by registered investment advisers of performance-based compensation. Such protections, and others afforded by the Advisers Act, are not expected to be applicable to our Investment Manager and to us. Should the Advisers Act become applicable to our Investment Manager and to us, these protections may be implemented in a manner that alters other rights and obligations of us and/or you with respect to other matters.

General Tax Risks

If the IRS classifies us as a corporation rather than a partnership, your distributions would be reduced under current tax law.

Although counsel has rendered an opinion to us that we will be taxed as a partnership and not as a corporation, that opinion is not binding on the IRS and the IRS has not ruled on any federal income tax issue relating to us. If the IRS successfully contends that we should be treated as a corporation for federal income tax purposes rather than as a partnership, then:

•our realized losses would not be passed through to you;

•our income would be taxed at tax rates applicable to corporations, thereby reducing our cash available to distribute to you; and

•your distributions would be taxed as dividend income to the extent of current and accumulated earnings and profits.

We did not and will not apply for an IRS ruling that we will be classified as a partnership for federal income tax purposes. We could be taxed as a corporation if we are treated as a publicly traded partnership by the IRS. To minimize this possibility, our Partnership Agreement places significant restrictions on your ability to transfer our Interests.

We could lose cost recovery or depreciation deductions if the IRS treats our leases as sales or financings.

We expect that, for federal income tax purposes, we will be treated as the owner and lessor of the Capital Assets that we lease. However, the IRS may challenge the leases and instead assert that they are sales or financings. If the IRS determines that we are not the owner of our leased Capital Assets, we would not be entitled to cost recovery, depreciation or amortization deductions, and our leasing income might be deemed to be portfolio income instead of passive activity income. The denial of such cost recovery or amortization deductions could cause your tax liabilities to increase.

Our investments in secured loans will not give rise to depreciation or cost recovery deductions and may not be offset against our passive activity losses. Any losses on such loans may constitute capital losses, the deductibility of which is limited.

We expect that, for federal income tax purposes, we will not be treated as the owner and lessor of the Capital Assets that we invest in through our lending activities. As a result, we will not be able to take depreciation or cost recovery deductions with respect to such Capital Assets. Depending on our level of activity with respect to these types of financings, we may take the position that we are in the trade or business of lending. Generally, trade or business income can be considered passive activity income. However, because we expect that the source of funds we lend to others will be the capital contributed by our partners and the funds generated from our operations (rather than money we borrow from others), you may not be able to offset your share of our passive activity losses from our leasing activities with your share of our interest income from our lending activities. Instead, your share of our interest income from our lending activities would be taxed as portfolio income. Alternatively, we (or the IRS) may treat our lending activities as investment activities and not trade or business activities if our level of lending activity is not significant. In such circumstances, gains or losses from the loans could not be offset against passive activity gain or loss and any such losses would be capital losses that, except to a limited extent, could only be deducted to the extent you have capital gains.

You may incur tax liability in excess of the cash distributions you receive in a particular year.

In any particular year, your tax liability from owning our Interests may exceed the cash distributions you receive from this investment. While we expect that your net taxable income from owning our Interests for most years will be less than your cash distributions in those years, to the extent any of our debt is repaid with income or proceeds from Capital Asset sales, taxable

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income could exceed the amount of cash distributions you receive in those years. Additionally, a sale of our investments may result in taxes in a given year that are greater than the amount of cash from the sale, resulting in a tax liability in excess of cash distributions. Your tax liability could also exceed the amount of cash distributions you receive due to allocations designed to cause our limited partners' capital accounts (as adjusted by certain items) to be equal on a per Interest basis. Therefore, you may have to pay any excess tax liability with funds from another source, because the distributions we make may not be sufficient to pay such excess tax liability. Further, due to the operation of the various loss disallowance rules, in a given tax year you may have taxable income when, on a net basis, we have a loss, or you may recognize a greater amount of taxable income than your share of our net income because, due to a loss disallowance, income from some of our activities cannot be offset by losses from some of our other activities.

You may be subject to greater income tax obligations than originally anticipated due to special depreciation rules.

We may acquire Capital Assets subject to lease that the Code requires us to depreciate over a longer period than the standard depreciation period. Similarly, some of the Capital Assets that we purchase may not be eligible for accelerated depreciation under the Modified Accelerated Cost Recovery System, which was established by the Tax Reform Act of 1986 to set forth the guidelines for accelerated depreciation under the Code. Further, if we acquire Capital Assets that the Code deems to be tax-exempt use property and the leases do not satisfy certain requirements, losses attributable to such Capital Assets are suspended and may be deducted only against income we receive from those Capital Assets or when we dispose of such Capital Assets. Depending on the Capital Assets that we acquire and their eligibility for accelerated depreciation under the Code, we may have fewer depreciation deductions to offset gross lease revenue, thereby increasing our taxable income.

There are limitations on your ability to deduct our losses.

Your ability to deduct your share of our losses is limited to the amounts that you have at risk from owning our Interests. This is generally the amount of your investment, plus any profit allocations and minus any loss allocation and distributions. This determination is further limited by a tax rule that applies the at-risk rules on an activity by activity basis, further limiting losses from a specific activity to the amount at risk in that activity. Based on the tax rules, we expect that we will have multiple activities for purposes of the at-risk rules. Specifically, our lending activities must be analyzed separately from our leasing activities, and our leasing activities must be further divided into separate year-by-year groups according to the tax year the Capital Assets are placed in service. As such, you cannot aggregate income and loss from our separate activities for purposes of determining your ability to deduct your share of our losses under the at-risk rules.

Additionally, your ability to deduct losses attributable to passive activities is restricted. Some of our operations will constitute passive activities and you can only use our losses from such activities to offset passive activity income in calculating tax liability. Furthermore, passive activity losses may not be used to offset portfolio income. As stated above, we expect our lending activities to generate portfolio income from the interest we receive, even though the income may be attributable to a lending trade or business. Any gains or losses we recognize from those lending activities that are associated with a trade or business are generally allowable as either passive activity income or loss, as applicable. Gains and losses we recognize from lending activities not associated with a trade or business pass through as capital gains and losses and can be offset by other capital gains and losses you may have.

The IRS may allocate more taxable income to you than our Partnership Agreement provides.

The IRS might successfully challenge our allocations of taxable income or losses. If so, the IRS would require reallocation of our taxable income and loss, resulting in an allocation of more taxable income or less loss to you than our Partnership Agreement allocates.

If you are or invest through a tax-exempt entity or organization, you will have unrelated business taxable income from this investment.

Tax-exempt entities and organizations are subject to income tax on unrelated business taxable income ("UBTI"). Such entities and organizations are required to file federal income tax returns if they have UBTI from all sources in excess of $1,000 per year. Our leasing income will constitute UBTI. Furthermore, tax-exempt organizations in the form of charitable remainder trusts will be subject to an excise tax equal to 100% of their UBTI. Thus, an investment in our Interests may not be appropriate for a charitable remainder trust and such entities should consult their own tax advisors with respect to an investment in our Interests.

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To the extent that we borrow money in order to finance our lending activities, a portion of our income from such activities will be treated as attributable to debt-financed property and, to the extent so attributable, will constitute UBTI. We presently do not expect to finance our lending activities with borrowed funds. Nevertheless, the debt-financed UBTI rules are broad and there is much uncertainty in determining when, and the extent to which, property should be considered debt-financed. Thus, the IRS might assert that a portion of the assets we acquire as part of our lending activities is debt-financed property generating UBTI, especially with regard to any indebtedness we incur to fund working capital at a time when we hold loans we have acquired or made to others. If the IRS were to successfully assert that debt we believed should have been attributed to our leasing activities should instead be attributed to our lending activities, the amount of our income that constitutes UBTI would be increased.

This investment may cause you to pay additional taxes.

You may be required to pay alternative minimum tax in connection with owning our Interests, since you will be allocated a proportionate share of our tax preference items. Our General Partner's and/or our Investment Manager's operation of our business affairs may lead to other adjustments that could also increase your alternative minimum tax. In addition, if all or a portion of our lending activities are not generated from a trade or business, then a portion of our management fees and other costs related to those investments could be considered investment expenses rather than trade or business expenses. To the extent that a portion of our fees are considered investment expenses, that portion of such fees would not be deductible for alternative minimum tax purposes and would be subject to a limitation for regular tax purposes. Alternative minimum tax is treated in the same manner as the regular income tax for purposes of making estimated tax payments.

You may incur State tax and foreign tax liabilities and have an obligation to file State or foreign tax returns.

You may be required to file tax returns and pay foreign, State or local taxes, such as income, franchise or personal property taxes, as a result of an investment in our Interests, depending upon the laws of the jurisdictions in which the Capital Assets that we own are located.

Any adjustment to our tax return as a result of an audit by the IRS may result in adjustment to your tax return.

If we adjust our tax return as a result of an IRS audit, such adjustment may result in an examination of other items in your returns unrelated to us, or an examination of your tax returns for prior years. You could incur substantial legal and accounting costs in contesting any challenge by the IRS, regardless of the outcome. Further, because you will be treated for federal income tax purposes as a partner in a partnership by investing in our Interests, an audit of our tax return could potentially lead to an audit of your individual tax return. Finally, under certain circumstances, the IRS may automatically adjust your personal return without the opportunity for a hearing if it adjusts our tax return.

Some of the distributions paid with respect to our Interests will be a return of capital, in whole or in part, which will complicate your tax reporting and could cause unexpected tax consequences at liquidation.

As borrowers repay loans we have made to them and/or we depreciate our investments in leased Capital Assets over the term of our existence, it is very likely that a portion of each distribution paid by us will be considered a return of capital, rather than income. Therefore, the dollar amount of each distribution should not be considered as necessarily being all income to you. As your capital in our Interests is reduced for tax purposes over the life of your investment, you will not receive a lump sum distribution upon liquidation that equals the purchase price you paid for our Interests, such as you might expect if you had purchased a bond. Also, payments made upon our liquidation will be taxable to the extent that such payments are not a return of capital.

As you receive distributions throughout the life of your investment, you will not know at the time of the distribution what portion of the distribution represents a return of capital and what portion represents income. The Schedule K-1 statement you receive from us each year will specify the amounts of capital and income you received throughout the prior year.

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Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We neither own nor lease office space or any other real property in our business at the present time.

Item 3. Legal Proceedings

In the ordinary course of conducting our business, we may be subject to certain claims, suits, and complaints filed against us.  In our General Partner’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position or results of operations.  We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Securities, Related Security Holder Matters and Issuer Purchases of Equity Securities

Our Interests are not publicly traded and there is no established public trading market for our Interests. It is unlikely that any such market will develop.

	Number of
	Partners as of
Title of Class	March 21, 2013
General Partner	1
Limited partners	4,111

We, at our General Partner’s discretion, pay monthly distributions to each of our limited partners beginning the first month after each such limited partner is admitted through the end of our operating period, which we currently anticipate will be in June 2018.  We paid distributions to limited partners totaling $6,889,182 and $310,592 for the year ended December 31, 2012 and the period from the Initial Closing Date through December 31, 2011, respectively. Additionally, we paid our General Partner distributions of $69,588 and $3,137 for the year ended December 31, 2012 and the period from the Initial Closing Date through December 31, 2011, respectively. The terms of our loan agreement with CB&T could restrict us from paying cash distributions to our partners if such payment would cause us to not be in compliance with our financial covenants. See “Item 7. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Revolving Line of Credit, Recourse.”

In order for Financial Industry Regulatory Authority, Inc. (“FINRA”) members and their associated persons to participate in the offering and sale of Interests pursuant to the offering or to participate in any future offering of our Interests, we are required pursuant to FINRA Rule 2310(b)(5) to disclose in each annual report distributed to our limited partners a per Interest estimated value of our Interests, the method by which we developed the estimated value, and the date used to develop the estimated value. In addition, our Investment Manager prepares statements of our estimated Interest values to assist fiduciaries of retirement plans subject to the annual reporting requirements of ERISA in the preparation of their reports relating to an investment in our Interests.  For these purposes, the estimated value of our Interests is deemed to be $1,000 per Interest as of December 31, 2012. 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 Interests and consistent with NASD Rule 2340(c), the value of our Interests is estimated to be the offering price of $1,000 per Interest (without regard to purchase price discounts for certain categories of purchasers), as adjusted for any special distribution of net sales proceeds. 

Following the termination of the offering of our Interests, the estimated value of our Interests will be based on the estimated amount that a holder of an Interest 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 partners upon liquidation.  To estimate the amount that our partners would receive upon such liquidation, we will calculate the sum of: (i) the fair market value of our finance leases and notes receivable, as determined by our internal credit assessment; (ii) the fair market value of our operating leases, equipment held for sale or lease, and other assets, as determined by the most recent third-party appraisals we have obtained for certain assets or our Investment Manager’s estimated values of certain other assets, as applicable; and (iii) our cash on hand. From this amount, we then subtracted our total debt outstanding and then divided that difference by the total number of Interests outstanding.

The foregoing valuation is an estimate only.  The appraisals that we obtain and the methodology utilized by our management in estimating our per Interest value will be subject to various limitations and will be 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 externally managed will be applied to our estimated per Interest valuation, and no attempt will be made to value us as an enterprise.

As noted above, the foregoing valuation is performed solely for the ERISA and FINRA purposes described above and is based solely on our Investment 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 Interests or our assets.

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Except for independent third-party appraisals of certain assets, no independent valuation will be sought. In addition, as stated above, as there is no significant public trading market for our Interests at this time and none is expected to develop, there can be no assurance that limited partners could receive $1,000 per Interest if such a market did exist and they sold their Interests or that they will be able to receive such amount for their Interests 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 and note receivable payments and asset disposition proceeds we will actually receive over our remaining term; the total amount of distributions our limited partners may receive may be less than $1,000 per Interest 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, dealer-manager fees, organizational and offering expenses, and acquisition 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 Interests for the ERISA and FINRA purposes described above and, therefore, the $1,000 per Interest does not reflect the amount that a limited partner would currently receive under our repurchase plan.  In addition, there can be no assurance that a limited partner will be able to redeem its Interests under our repurchase plan.

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Item 6. Selected Financial Data

The selected financial data should be read in conjunction with “Item 7. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Consolidated Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K.

		Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
Total revenue	$	9,035,237	$	359,298
Net loss attributable to Fund Fifteen	$	(2,275,472)	$	(1,141,290)
Net loss attributable to Fund Fifteen allocable to limited partners	$	(2,252,717)	$	(1,129,877)
Net loss attributable to Fund Fifteen allocable to General Partner	$	(22,755)	$	(11,413)
Weighted average number of limited partnership interests outstanding		96,189		14,085
Net loss attributable to Fund Fifteen per weighted average limited partnership interest outstanding	$	(23.42)	$	(80.22)
Distributions to limited partners	$	6,889,182	$	310,592
Distributions per weighted average limited partnership interest outstanding	$	71.62	$	22.05
Distributions to General Partner	$	69,588	$	3,137

	December 31,
	2012		2011			2010
Total assets	$	208,274,347	$	31,436,470	$	1,001
Non-recourse long-term debt	$	69,250,000	$	-	$	-
Partners' equity	$	123,527,101	$	26,636,467	$	1,001

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Item 7. General Partner's Discussion and Analysis of Financial Condition and Results of Operations

Our General Partner’s Discussion and Analysis of Financial Condition and Results of Operations relates to our consolidated financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.  Statements made in this section may be considered forward-looking.  These statements are not guarantees of future performance and are based on current expectations and assumptions that are subject to risks and uncertainties.  Actual results could differ materially because of these risks and assumptions, including, among other things, factors discussed in “Part I. Forward-Looking Statements” and “Item 1A. Risk Factors” located elsewhere in this AnnualReport on Form 10-K.

Overview

We are a direct financing fund that will primarily make investments in domestic and global companies, which investments will primarily be structured as debt and debt-like financings (such as loans and leases) that are collateralized by Capital Assets utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that our General Partner believes will provide us with a satisfactory, risk-adjusted rate of return. We were formed as a Delaware limited partnership and have elected to be treated as a partnership for federal income tax purposes. As of the Initial Closing Date, we raised a minimum of $1,200,000 from the sale of our Interests, at which time we commenced operations. Subsequent to the Initial Closing Date, we returned the initial capital contribution of $1,000 to the Investment Manager. From the commencement of our offering on June 6, 2011 through December 31, 2012, we sold 150,972 Interests to 3,652 limited partners, representing $150,441,521 of capital contributions. Investors from the Commonwealth of Pennsylvania and the State of Tennessee were not admitted until we raised total equity in the amount of $20,000,000, which we achieved on November 17, 2011.  During the period from June 6, 2011 through March 21, 2013, we raised $171,520,179 in total equity, and will continue to raise equity until our offering period ends on or before June 6, 2013.

After the net offering proceeds have been invested, it is anticipated that additional investments will be made with the cash generated from our initial investments to the extent that cash is not used for our expenses, reserves and distributions to our partners.  The investment in additional Capital Assets in this manner is called “reinvestment.”  We anticipate investing and reinvesting in Capital Assets from time to time for five years from the date we complete the offering.  This time frame is called the “operating period” and may be extended, at our General Partner’s discretion, for up to an additional three years.  After the operating period, we will then sell our assets in the ordinary course of business, during a time frame called the “liquidation period.”

We will seek to generate returns in three ways. We will:

·seek to generate current cash flow from payments of principal and/or interest (in the case of secured loans and other financing transactions) and rental payments (in the case of leases);

·seek to generate deferred cash flow by realizing the value of certain Capital Assets or interests therein at the maturity of the investment; and

·seek to generate a combination of both current and deferred cash flow from other structured investments.

In the case of secured loans and other financing transactions, the principal and interest payments due under the loan are expected to provide a return of and a return on the amount we lend. In the case of leases where there is significant current cash flow generated during the primary term of the lease and the value of the Capital Assets at the end of the term will be minimal or is not considered a primary reason for making the investment, the rental payments due under the lease are expected to be, in the aggregate, sufficient to provide a return of and a return on our investment.

In the case of investments in leased Capital Assets that decline in value at a slow rate due to the long economic life of such Capital Assets, we expect that we will generate sufficient net proceeds at the end of the investment from the sale or re-lease of such Capital Assets. In the case of operating leases, we expect most, if not all, of the return of and the return on such investments to be realized upon the sale or re-lease of the Capital Assets. For leveraged leases, we expect the rental income we receive to be less than the purchase price of the Capital Assets because we will structure these transactions to utilize some or all of the lease rental payments to reduce the amount of non-recourse indebtedness used to acquire such assets.

In some cases with respect to the above investments, we may acquire equity interests, as well as warrants or other rights to acquire equity interests, in the borrower or lessee that may increase the expected return on our investment.

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Our General Partner manages and controls our business affairs, including, but not limited to, our investments in Capital Assets, under the terms of our Partnership Agreement.  Our Investment Manager, an affiliate of our General Partner, will originate and service our investments.  Our Investment Manager manages or is the investment manager for seven other public equipment funds.

Current Business Environment

Recent trends indicate that domestic and global equipment financing volume is correlated to overall business investments in equipment, which are typically impacted by general economic conditions. As the economy slows or builds momentum, the demand for productive equipment generally slows or builds and equipment financing volume generally decreases or increases, depending on a number of factors. These factors include the availability of liquidity to provide equipment financing and/or provide it on terms satisfactory to borrowers, lessees, and other counterparties, as well as the desire to upgrade equipment and/or expand operations during times of growth, but also in times of recession in order to, among other things, seize the opportunity to obtain competitive advantage over distressed competitors and/or increase business as the economy recovers.

While our Investment Manager believes the U.S. economy is likely to continue its recovery, our Investment Manager believes this recovery will maintain its gradual progression. Further, this recovery will likely face certain headwinds as we move through 2013 due to factors such as the rate of employment expansion, uncertainty surrounding changes to the U.S. Internal Revenue Code and future U.S. budget policies.

Significant Transactions

We engaged in the following significant transactions from the Initial Closing Date through December 31, 2012:

Net Investment in Notes Receivable

·On October 27, 2011, we made a term loan in the amount of $6,850,000 to NTS as part of a $7,500,000 term loan facility. The loan bears interest at 12.75% per year and matures in July 2017. The loan is secured by, among other things, equipment used in NTS’s high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers.

·On November 22, 2011, we made a second priority term loan to Ensaimada in the amount of $5,298,947. The loan bears interest at 17% per year and the entire principal amount matures in November 2016. The loan is secured by a second priority security interest in a dry bulk carrier, its earnings and the equity interests of Ensaimada. All of Ensaimada’s obligations under the loan agreement are guaranteed by N&P Shipping Co. (“N&P”), the parent company of Ensaimada, and one of N&P’s shareholders.

·On February 3, 2012, we made a term loan in the amount of $7,250,000 to subsidiaries of Revstone Transportation, LLC (collectively, “Revstone”) as part of a $37,000,000 term loan facility.  The loan bore interest at 15% per year and was for a period of 60 months.  The loan was secured by all of Revstone’s assets, including a mortgage on real property, which were valued at approximately $69,282,000. In addition, we agreed to make a secured capital expenditure loan (the “CapEx Loan”).  Between April and October of 2012, Revstone borrowed approximately $1,153,000 in connection with the CapEx Loan.  The CapEx Loan bore interest at 17% per year and was to mature on March 1, 2017.  The CapEx Loan was secured by a first priority security interest in the automotive manufacturing equipment purchased with the proceeds from the CapEx Loan and a second priority security interest in the term loan collateral. On November 15, 2012, Revstone satisfied its obligations in connection with the term loan and the CapEx Loan by making a prepayment of approximately $8,394,000, which included a prepayment fee of approximately $396,000.

·On February 29, 2012, we made a term loan in the amount of $2,000,000 to VAS as part of a $42,755,000 term loan facility. The loan bears interest at variable rates ranging between 12% and 14.5% per year and is for a period of 33 months. The loan is secured by a second priority security interest on all of VAS’s assets, which were valued at approximately $165,881,000

·On March 9, 2012, we made a term loan in the amount of $5,000,000 to Kanza. The loan bears interest at 13% per year and is for a period of 60 months.  The loan is secured by all of Kanza’s assets. As a result of Kanza’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on nonaccrual status and we recorded a credit loss reserve of $1,960,000 based on the estimated value of the recoverable collateral. During the year ended December 31, 2012, Kanza repaid approximately $2,525,000 of principal, reducing the outstanding balance of the

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loan at December 31, 2012 to approximately $515,000. Finance income recognized on the loan prior to taking the credit loss reserve was approximately $97,000 for the year ended December 31, 2012. As a nonaccrual status loan, any future change in the fair value of the recoverable collateral will be recorded as an adjustment to credit loss.  However, the net carrying amount of the loan will at no time exceed the recorded investment in the loan at the time it was deemed impaired.

·On June 22, 2012, we increased our loan facility with NTS by making an additional $1,540,000 term loan to NTS. The loan bears interest at 12.75% per year and is for a period of 60 months. The loan is secured by, among other things, equipment used in NTS’s high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers. In addition, on September 27, 2012, we made an additional term loan to NTS in the amount of $1,127,500.  The additional term loan bears interest at 12.75% per year and is for a period of 57 months.  The loan is secured by the assets acquired with the proceeds from the second term loan.

·On July 10, 2012, we made a term loan in the amount of $5,750,000 to Vintage Partners. The loan bears interest at 15% per year and is for a period of 60 months.  The loan is secured by, among other things, a first priority security interest in two containership vessels.

·On July 24, 2012, we made a term loan in the amount of $2,500,000 to Frontier as part of a $5,000,000 term loan facility. The loan bears interest at 14% per year and is for a period of 66 months. The loan is secured by, among other things, a first priority security interest in Frontier’s saltwater disposal wells and related equipment and a second priority security interest in Frontier’s other assets, including real estate, machinery and accounts receivable, which were valued at approximately $38,925,000.

·On September 10, 2012, a joint venture with ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., an entity also managed by our Investment Manager (“Fund Fourteen”), made a term loan in the amount of $12,410,000 to Superior as part of a $17,000,000 term loan facility. The loan bears interest at 12% per year and is for a period of 60 months.  The loan is secured by, among other things, a first priority security interest in Superior’s assets, including tube manufacturing and related equipment and a mortgage on real property, and a second priority security interest in Superior’s accounts receivable and inventory, which were collectively valued at approximately $32,387,000.  Pursuant to the terms of the joint venture, we had the right to contribute capital on or prior to the six month anniversary of the date the joint venture funded the loan.  On December 31, 2012, we contributed capital of approximately $2,500,000 to the joint venture, inclusive of acquisition fees, which the joint venture then distributed to Fund Fourteen. After the distribution, our and Fund Fourteen’s ownership interests in the joint venture were 20% and 80%, respectively.  Immediately thereafter, we exchanged our 20% ownership interest in the joint venture for our proportionate share of the loan that was previously held by the joint venture.  Upon the completion of the exchange, the joint venture was terminated.  No gain or loss was recorded as a result of this transaction.

·On October 4, 2012, we made a term loan in the amount of $7,000,000 to Ocean Product Tankers AS as part of a $41,000,000 term loan facility. The loan bears interest at 15% per year and is for a period of 60 months.  The loan is secured by, among other things, a second priority mortgage on three product tanker vessels.

·On December 17, 2012, we made a term loan in the amount of $5,800,000 to Platinum as part of a $15,000,000 term loan facility. The loan bears interest at one-month London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus 9% and is for a period of 48 months.  The loan is secured by, among other things, Platinum’s existing and thereafter acquired assets, which were valued at approximately $69,000,000.  The assets include heavy duty trucks, blending, pumping and conveyor trailers and hydraulic pumps used to facilitate oil well hydraulic fracturing, cleaning and servicing.

Marine Vessels

·On December 19, 2011, we, through a joint venture owned 60% by us and 40% by Fund Fourteen, agreed to purchase the offshore support vessel, the Lewek Ambassador. The purchase price of the vessel was to be the lesser of $25,000,000 and the fair market value of the vessel as determined before the vessel’s delivery date. On December 20, 2011, the joint venture funded $9,000,000 of the purchase price, with the remaining portion to be funded upon delivery of the vessel. Simultaneously with the initial funding, the joint venture entered into a bareboat charter with Gallatin Maritime Management for a period of nine years to commence on the delivery date of the vessel. The vessel was delivered on June

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4, 2012 for a final purchase price of $24,869,000. The joint venture financed the remaining purchase price with non-recourse long-term debt totaling $17,500,000. For the purpose of purchasing the Lewek Ambassador, the joint venture was initially capitalized using a combination of debt and equity. As of December 31, 2012, the joint venture has recorded notes payable to us and Fund Fourteen in the amounts of $3,663,686 and $2,442,457, respectively. The notes bear interest at 17% per year and mature on June 4, 2019.

·On December 20, 2012, we, through a joint venture owned 80% by us and 20% by Fund Fourteen, purchased a car carrier vessel, the Hoegh Copenhagen. The vessel was acquired for $20,800,000 in cash, $53,000,000 of financing through non-recourse long-term debt and $8,200,000 of financing through a subordinated, non-interest-bearing seller’s credit.  Simultaneously, the Hoegh Copenhagen was bareboat chartered to Hoegh Autoliners Shipping AS, a wholly-owned subsidiary of Hoegh Autoliners Holding AS, for a period of eight years. The seller’s credit is recorded on a discounted basis within accrued expenses and other liabilities and is being accreted to its stated value as interest expense over its term.

Mining Equipment

·On June 29, 2012, we, through a joint venture owned 94.2% by us and 5.8% by ICON ECI Partners, L.P., an entity managed by our Investment Manager (“ECI Partners”), purchased certain mining equipment for approximately $8,582,000 that was subject to lease with The American Coal Company, American Energy Corporation, The Ohio Valley Coal Corporation and Murray Energy Corporation.  The lease is for a period of 39 months and commenced on July 1, 2012.

·On August 3, 2012, we, through a joint venture owned 96% by us and 4% by ECI Partners, purchased mining equipment for approximately $10,519,000. The equipment is subject to a 39-month lease with Murray Energy Corporation and certain affiliates that expires on October 31, 2015.

Telecommunications Equipment

·On June 9, 2011, ICON Juniper II, LLC, a joint venture with Fund Fourteen, purchased approximately $6,359,000 of telecommunications equipment and simultaneously leased the equipment to Global Crossing. The base term of the lease schedule is for a period of 36 months, commencing on July 1, 2011. On August 11, 2011, we contributed approximately $1,836,000 of capital, inclusive of acquisition fees, to ICON Juniper, after which our and Fund Fourteen’s ownership interests in the joint venture were approximately 29.2% and 70.8%, respectively. On October 20, 2011, we exchanged our 29.2% ownership interest in the joint venture for our proportionate share of the lease schedules that were previously owned by the joint venture. Upon the completion of the exchange, the joint venture was terminated. No material gain or loss was recorded as a result of this transaction.

Acquisition Fees

In connection with the transactions that we entered into during the years ended December 31, 2012 and 2011, we paid acquisition fees to our Investment Manager in the aggregate amount of approximately $5,137,000 and $1,464,000, respectively.

Subsequent Events

On February 15, 2013, we, through a joint venture owned 58% by us, 38% by Fund Fourteen and 4% by ECI Partners, purchased onshore oil field services equipment for approximately $11,804,000. The equipment is subject to a 45-month lease with Go Frac, LLC that expires on November 30, 2016.

On March 1, 2013, we made a secured term loan in the amount of $7,200,000 to Heniff Transportation Systems, LLC and Heniff TTL, LLC (collectively, “Heniff”) as part of a $12,000,000 term loan facility.  The loan bears interest at 12.25% per year and is for a period of 42 months. The loan is secured by, among other things, a second priority security interest in and lien on Heniff’s tractors, stainless steel tank trailers and related equipment and a second lien on Heniff’s other assets, which were valued at approximately $44,810,000.

Recent Accounting Pronouncements

We do not believe any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

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Critical Accounting Policies

An understanding of our critical accounting policies is necessary to understand our financial results. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires our General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates primarily include the determination of allowance for doubtful accounts, credit loss reserves, depreciation, impairment losses, estimated useful lives and residual values.  Actual results could differ from those estimates. We applied our critical accounting policies and estimation methods consistently in all periods presented.  We consider the following accounting policies to be critical to our business:

·Lease classification and revenue recognition;

·Asset impairments;

·Depreciation;  

·Notes receivable and revenue recognition;

·Credit quality of notes receivable and finance leases and credit loss reserve; and

·Allowance for doubtful accounts.

Lease Classification and Revenue Recognition

Each equipment lease we enter into is classified as either a finance lease or an operating lease, based upon the terms of each lease.  For a finance lease, initial direct costs are capitalized and amortized over the lease term.  For an operating lease, initial direct costs are included as a component of the cost of the equipment and depreciated over the lease term.

For finance leases, we record, at lease inception, 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.  Billed operating lease receivables are included in accounts receivable until collected or written off. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate.

The recognition of revenue may be suspended when deemed appropriate by our Investment Manager in accordance with our policy on doubtful accounts.

Our Investment Manager has an investment committee that approves each new equipment lease and other financing transaction. As part of its process, the investment committee determines the residual value, if any, to be used once the investment has been approved.  The factors considered in determining the residual value include, but are not limited to, the creditworthiness of the potential lessee, 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.  Residual values are reviewed for impairment in accordance with our impairment review policy.

The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly.  The residual value is calculated using information from various external sources, such as trade publications, auction data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators. 

Asset Impairments

The significant assets in our portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. 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.  If there is an indication of impairment, we will estimate the future cash flows (undiscounted and

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without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in the consolidated statements of operations in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying equipment is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset and, if applicable, the remaining obligation to the non-recourse lender. Generally in the latter situation, the residual position relates to equipment subject to third-party non-recourse debt where the lessee remits its rental payments directly to the lender and we do not recover our residual position until the non-recourse debt is repaid in full. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. Our Investment Manager’s review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, 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.

Depreciation

We record depreciation expense on equipment when the lease is classified as an operating lease.  In order to calculate depreciation, we first determine the depreciable base, which is the equipment cost less the estimated residual value at lease termination.  Depreciation expense is recorded on a straight-line basis over the lease term.

Notes Receivable and Revenue Recognition

Notes receivable are reported in our consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate loans, net of any unamortized premiums or discounts on purchased loans. We use the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment. Unearned income, discounts and premiums are amortized to finance income in our consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded separately from the outstanding balance in our consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income.

Credit Quality of Notes Receivable and Finance Leases and  Credit Loss Reserve

Our Investment Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers.  A borrower’s credit is analyzed using those credit ratings as well as the borrower’s financial statements and other financial data deemed relevant. 

As our financing receivables, generally finance leases and notes receivable, are limited in number, we are able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio based metrics and credit loss reserve. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history.  If a financing receivable becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, our Investment Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured.  Material events would be specifically disclosed in the discussion of each financing receivable held. 

Allowance for Doubtful Accounts

When evaluating the adequacy of the allowance for doubtful accounts, we estimate the uncollectibility of receivables by analyzing lessee, borrower and other counterparty concentrations, creditworthiness and current economic trends. We record an allowance for doubtful accounts when the analysis indicates that the probability of full collection is unlikely. Accounts receivable are generally placed in a non-accrual status when payments are more than 90 days past due.  Additionally, we periodically review the creditworthiness of companies with payments outstanding less than 90 days.  Based upon our Investment Manager’s judgment, accounts may be placed in a non-accrual status.  Accounts on a non-accrual status are only returned to an accrual status when the account has been brought current and we believe recovery of the remaining unpaid receivable is probable. Revenue on non-accrual accounts is recognized only when cash has been received.

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Results of Operations for the Year Ended December 31, 2012 (“2012”) and the Period from the Initial Closing Date through December 31, 2011 (“2011”)

We are currently in our offering period and are in the process of raising capital and making investments in Capital Assets. We will invest in Capital Assets with the net proceeds from our offering. After the close of the offering period, we will enter our operating period. During our operating period, we will continue to make investments with the cash generated from our initial investments to the extent that the cash is not used for expenses, reserves and distributions to limited partners. As our investments mature, we may reinvest the proceeds in additional investments in Capital Assets. We anticipate incurring gains or losses on our investments during our operating period. Additionally, we expect to see our rental income and finance income increase, as well as the increase of related expenses, such as depreciation and amortization expense and interest expense. We anticipate that the fees we pay our Investment Manager to manage our investment portfolio will increase during this period as the value of, and volume of activity in, our investment portfolio increases.

Financing Transactions

The following tables set forth the types of assets securing the investments in our portfolio:

	December 31, 2012			December 31, 2011
		Net	Percentage of		Net	Percentage of
		Carrying	Total Net		Carrying	Total Net
Asset Type		Value	Carrying Value		Value	Carrying Value
Platform supply vessel (a)	$	23,919,037	35%	$	9,625,000	40%
Telecommunications equipment		10,810,636	16%		8,629,365	35%
Vessel - tanker		7,775,276	11%		-	-
Oil field services equipment		6,279,246	9%		-	-
Marine - dry bulk vessels		5,909,523	9%		6,066,786	25%
Marine - container vessels		5,758,761	8%		-	-
Oil field services equipment		2,812,032	4%		-	-
Metal pipe and tube manufacturing equipment		2,546,245	4%		-	-
Aircraft parts		1,937,546	3%		-	-
Rail support construction equipment		515,354	1%		-	-
	$	68,263,656	100%	$	24,321,151	100%
(a) Platform supply vessel was classified as vessel as of December 31, 2011 and was reclassified into net investment in finance leases during 2012.

The net carrying value of our financing transactions includes the balances of our net investment in notes receivable and our net investment in finance leases, which are included in our consolidated balance sheets.

During 2012 and 2011, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

		Percentage of Total Finance Income
Customer	Asset Type	2012	2011
Gallatin Marine Management, LLC	Platform supply vessel	27%	-
Contech Castings, LLC	Automotive manufacturing equipment	21%	-
NTS Communications, Inc.	Telecommunications equipment	17%	53%
Ensaimada S.A.	Marine - dry bulk vessels	13%	28%
Global Crossing Telecommunications, Inc.	Telecommunications equipment	4%	19%
		82%	100%

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The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets or finance income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Operating Lease Transactions

The following tables set forth the types of equipment subject to operating leases in our portfolio at December 31, 2012. As of December 31, 2011, we had not engaged in any operating lease transactions.

	December 31, 2012
		Net	Percentage of
		Carrying	Total Net
Asset Type		Value	Carrying Value
Marine - container vessels	$	81,481,453	82%
Mining equipment		17,391,339	18%
	$	98,872,792	100%

The net carrying value of our operating lease transactions includes the balance of our leased equipment at cost, which is included in our consolidated balance sheets.

During 2012, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Type	2012
Murray Energy Corporation	Mining equipment	89%
Hoegh Autoliners Shipping AS	Marine - container vessels	11%
		100%

Rental income from our operating leases is included in rental income in the consolidated statements of operations.

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets or rental income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Revenue for 2012 and 2011 is summarized as follows:

		Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011		Change
Finance income		$	5,912,839	$	294,664	$	5,618,175
Rental income			3,085,624		-		3,085,624
Income from investment in joint venture			-		57,082		(57,082)
Other income			36,774		7,552		29,222
	Total revenue	$	9,035,237	$	359,298	$	8,675,939

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Total revenue for 2012 increased $8,675,939 as compared to 2011. The increase in finance income was due to entering into eight notes receivable and one finance lease in 2012. The increase in rental income was due to entering into three operating leases in 2012.

Expenses for 2012 and 2011 are summarized as follows:

		Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011		Change
Management fees		$	610,423	$	12,696	$	597,727
Administrative expense reimbursements			4,362,097		1,109,362		3,252,735
General and administrative			1,002,665		294,905		707,760
Interest			1,166,346		42,944		1,123,402
Depreciation			2,167,417		-		2,167,417
Credit loss			1,984,044		-		1,984,044
Other			-		61,345		(61,345)
	Total expense	$	11,292,992	$	1,521,252	$	9,771,740

Total expenses for 2012 increased $9,771,740 as compared to 2011. The increase primarily relates to depreciation expense on equipment acquired pursuant to the three operating leases, a credit loss on net investment in notes receivable related to Kanza and interest expense as a result of additional debt incurred. General and administrative expense, management fees, and administrative expense reimbursements have increased due to the increase in the size of our investment portfolio in 2012.

Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests increased $38,381 from a loss of $(20,664) in 2011 to income of $17,717 in 2012. The increase is primarily due to net income related to ECI Partners’ investment in two operating leases in 2012.

Net Loss Attributable to Fund Fifteen

As a result of the foregoing factors, the net loss attributable to us for 2012 and 2011 was $2,275,472 and $1,141,290, respectively. The net loss attributable to us per weighted average Interest outstanding for 2012 and 2011 was $23.42 and $80.22, respectively.

Financial Condition

This section discusses the major balance sheet variances at December 31, 2012 compared to December 31, 2011.

Total Assets

Total assets increased $176,837,877, from $31,436,470 at December 31, 2011 to $208,274,347 at December 31, 2012. The increase in total assets was the result of cash proceeds received from the sale of Interests and non-recourse long-term debt, which were then used to invest in 11 notes receivable, three operating leases and one finance lease. This increase was partially offset by a credit loss reserve of $1,960,000 and cash distributions to partners.

Total Liabilities

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Total liabilities increased $74,581,211, from $3,770,667 at December 31, 2011 to $78,351,878 at December 31, 2012. The increase was primarily the result of non-recourse long-term debt incurred during 2012 related to our investments in two vessels.

Equity

Equity increased $102,256,666, from $27,665,803 at December 31, 2011 to $129,922,469 at December 31, 2012. The increase primarily related to the cash proceeds received from the sale of Interests, which were partially offset by the net loss recorded, sales and offering expenses incurred and distributions paid to our partners in 2012.

Liquidity and Capital Resources

Summary

At December 31, 2012 and 2011, we had cash of $37,990,933 and $5,383,978, respectively.  Pursuant to the terms of our offering, we have established a reserve in the amount of 0.50% of the gross offering proceeds from the sale of our Interests.  As of December 31, 2012, the cash reserve was $752,208. During our offering period, our main source of cash is from financing activities and our main use of cash is in investing activities.

We are offering our Interests on a “best efforts” basis with the current intention of raising up to $418,000,000.  As additional Interests 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 invest in Capital Assets located in North America, Europe and other developed markets, including those in Asia, South America and elsewhere.  We seek to acquire a portfolio of Capital Assets that is comprised of transactions that generate (a) current cash flow from payments of principal and/or interest (in the case of secured loans and other financing transactions) and rental payments (in the case of leases), (b) deferred cash flow by realizing the value of certain Capital Assets or interests therein at the maturity of the investment, or (c) a combination of both.

Unanticipated or greater than anticipated operating costs or losses (including a borrower’s inability to make timely loan payments or a lessee’s inability to make timely lease payments) would adversely affect our liquidity. To the extent that working capital may be insufficient to satisfy our cash requirements, we anticipate that we would fund our operations from cash flow generated by operating and financing activities. In addition, as of December 31, 2012, we had up to $4,888,698 available to us under our revolving line of credit with CB&T (the “Facility”) pursuant to the borrowing base. Our General Partner does not intend to fund any cash flow deficit of ours or provide other financial assistance to us.

From the commencement of our offering period on June 6, 2011 through December 31, 2012, we sold 150,972 Interests to 3,652 limited partners, representing $150,441,521 of capital contributions. From the Initial Closing Date on July 28, 2011 through December 31, 2012, we paid or accrued sales commissions to third parties of $10,140,294 and dealer-manager fees to ICON Securities of $4,429,176.  In addition, organizational and offering expenses of $2,487,856 were paid or accrued by us, our General Partner or its affiliates during this period.

Cash Flows

The following table sets forth summary cash flow data:

		Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
Net cash provided by (used in):
	Operating activities	$	2,175,580	$	(863,372)
	Investing activities		(88,845,198)		(24,328,446)
	Financing activities		119,276,573		30,574,795
Net increase in cash		$	32,606,955	$	5,382,977

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

Operating Activities 

Cash provided by operating activities increased $3,038,952 from a use of cash of $863,372 in 2011  to a source of cash of $2,175,580 in 2012. The increase was primarily related to rental payments received on our operating leases and interest payments received on our notes receivable and finance leases, partially offset by payments made for administrative expense reimbursements and management fees to our Investment Manager and interest expense on third-party non-recourse long-term debt.

Investing Activities  

Cash used in investing activities increased $64,516,752 from $24,328,446 in 2011  to $88,845,198 in 2012. The increase was primarily related to our investment in 11 notes receivable, two operating leases, one leveraged finance lease and one leveraged operating lease, partially offset by principal repayments on notes receivable.

Financing Activities 

Cash provided by financing activities increased $88,701,778 from $30,574,795 in 2011  to $119,276,573 in 2012. The increase was primarily related to additional proceeds from the sale of Interests, proceeds from non-recourse long-term debt related to the investment in the Lewek Ambassador and the investments in joint ventures by noncontrolling interests, which were partially offset by increased sales and offering expenses, cash distributions paid to partners and principal repayments of debt related to the investment in the Lewek Ambassador offshore support vessel during 2012.

Sources of Liquidity

We believe that cash generated from the sale of Interests pursuant to our offering and other financing activities, as well as the expected results of our operations, will be sufficient to finance our liquidity requirements for the foreseeable future, including distributions to our partners, general and administrative expenses, new investment opportunities, management fees and administrative expense reimbursements.  In addition, our Facility, which expires on March 31, 2015, is available for additional working capital needs or new investment opportunities. Our Facility is discussed in further detail below.

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. See “Item 1A. Risk Factors.”

Financings and Borrowings

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at December 31, 2012 of $69,250,000 related to the Lewek Ambassador and Hoegh Copenhagen. Our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the underlying vessels. If the lessee were to default on the underlying lease resulting in our default on the non-recourse long-term debt, the vessels would be returned to the lender in extinguishment of that debt.

At December 31, 2012, we were in compliance with all covenants related to non-recourse long-term debt.

Revolving Line of Credit, Recourse

At December 31, 2012, we had $4,888,698 available under the Facility, which is secured by all of our assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, based on the present value of the future receivables under certain loans and lease agreements in which we have a beneficial interest. 

The Facility has been extended through March 31, 2015 and increased up to $10,000,000.  The interest rate on general advances under the Facility is CB&T’s prime rate.  We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the current LIBOR plus 2.5% per year.  In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.5% fee on unused commitments under the Facility.  At December 31, 2012, there were no obligations outstanding under the Facility.

At December 31, 2012, we were in compliance with all covenants related to the Facility.

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Distributions

We, at our General Partner’s discretion, pay monthly distributions to each of our limited partners beginning with the first month after each such limited partner’s admission and expect to continue to pay such distributions until the termination of our operating period. We paid or accrued distributions of $69,588 and $3,137 to our General Partner in 2012 and 2011, respectively. We paid distributions to our limited partners in the amount of $6,889,182 and $310,592 in 2012 and 2011, respectively. We paid distributions to our noncontrolling interests in the amount of $350,791 and $0 in 2012 and 2011, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At the time we acquire or divest an interest in Capital Assets, we may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities.  Our General Partner believes that any liability of ours that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial condition or results of our operations taken as a whole. We are a party to the Facility, as discussed in “Financings and Borrowings” above. We had no borrowings under the Facility at December 31, 2012.

At December 31, 2012, we had non-recourse and other debt obligations. The lender has a security interest in the vessel relating to each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the vessel. If the lessee defaults on the lease, the vessel would be returned to the lender in extinguishment of the non-recourse debt. At December 31, 2012, our outstanding non-recourse long-term indebtedness was $69,250,000.

Principal and interest maturities of our debt and related interest consisted of the following at December 31, 2012:

	Payments Due By Period
		Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		Thereafter
Non-recourse debt	$	69,250,000	$	6,916,667	$	13,833,334	$	13,833,334	$	34,666,665
Non-recourse interest		16,106,783		3,061,711		5,342,188		4,020,079		3,682,805
Other liabilities		8,200,000		-		-		-		8,200,000
	$	93,556,783	$	9,978,378	$	19,175,522	$	17,853,413	$	46,549,470

In connection with certain investments, we are required to maintain restricted cash accounts with certain banks. At December 31, 2012 and 2011, we had restricted cash of approximately $500,000 and $0, respectively.

We have entered into a remarketing agreement with a third party.  Residual proceeds received in excess of specific amounts will be shared with this third party in accordance with the terms of the remarketing agreement.  The present value of the obligation related to this agreement is approximately $108,000 at December 31, 2012.

Off-Balance Sheet Transactions

None.

Inflation and Interest Rates

The potential effects of inflation on us are difficult to predict. If the general economy experiences significant rates of inflation, however, it could affect us in a number of ways. We do not currently have or expect to have rent escalation clauses tied to inflation in our leases and all of our notes receivable contain fixed interest rates. The anticipated residual values to be realized upon the sale or re-lease of equipment upon lease termination (and thus the overall cash flow from our leases) may increase with inflation as the cost of similar new and used equipment increases.

If interest rates increase or decrease significantly, leases and notes receivable already in place would generally not be affected.

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

We, like most other companies, are exposed to certain market risks, which include changes in interest rates and the demand for equipment owned by us.  We believe that our exposure to other market risks, including foreign currency exchange rate risk, commodity risk and equity price risk, are insignificant at this time to both our financial position and our results of operations.

Our exposure to market risk relates primarily to our fixed-rate notes receivable and fixed-rate non-recourse long-term debt. As of December 31, 2012, our principal balance on our fixed-rate notes receivable was $42,538,932. As of December 31, 2012, our fixed-rate non-recourse long-term debt was $69,250,000.

For certain of our financial instruments, fair values are not readily available since there are no active trading markets. Accordingly, we derive or estimate fair values using various valuation techniques, such as computing the present value of estimated future cash flows using discount rates commensurate with the risks involved. However, the determination of cash flows may be subjective and based on estimates. Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. The following fair values were determined using the interest rates that we believe our outstanding fixed-rate notes receivable and fixed-rate non-recourse long-term debt would warrant as of December 31, 2012 and are indicative of the interest rate environment as of December 31, 2012, and do not take into consideration the effects of subsequent interest rate fluctuations. Accordingly, we estimate that the carrying value of our fixed-rate notes receivable approximates fair value and the fair value of our fixed-rate non-recourse long-term debt is approximately $70,540,000 as of December 31, 2012.

With respect to the Facility, which is subject to a variable interest rate, we have no outstanding amounts as of December 31, 2012.  Our Investment Manager has evaluated the impact of the condition of the credit markets on our future cash flows and we do not expect any adverse impact on our cash flows should credit conditions in general remain the same or deteriorate further.

We manage our exposure to equipment and residual risk by monitoring the markets in which our equipment is located and maximizing remarketing proceeds through the re-lease or sale of equipment.

36

Item 8. Consolidated Financial Statements and Supplementary Data

	Page
Report of Independent Registered Public Accounting Firm	38
Consolidated Balance Sheets	39
Consolidated Statements of Operations	40
Consolidated Statements of Changes in Equity	41
Consolidated Statements of Cash Flows	42
Notes to Consolidated Financial Statements Schedule II – Valuation and Qualifying Accounts	44 61

37

Report of Independent Registered Public Accounting Firm

The Partners

ICON ECI Fund Fifteen, L.P.

We have audited the accompanying consolidated balance sheets of ICON ECI Fund Fifteen, L.P. (the “Partnership”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in equity, and cash flows for the year ended December 31, 2012 and for the period from July 28, 2011 (Initial Closing Date) through December 31, 2011. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits 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. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ICON ECI Fund Fifteen, L.P. at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for the year ended December 31, 2012 and for the period from July 28, 2011 (Initial Closing Date) through December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

New York, New York

March 27, 2013

38

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Balance Sheets
				December 31,
				2012		2011
Assets
	Cash			$	37,990,933	$	5,383,978
	Net investment in notes receivable				43,136,956		13,014,700
	Leased equipment at cost (less accumulated depreciation of
		$2,167,417 and $0, respectively)			98,872,792		-
	Net investment in finance leases				25,126,700		1,681,451
	Vessel				-		9,625,000
	Deferred charges				832,164		1,236,399
	Other assets				2,314,802		494,942
Total assets				$	208,274,347	$	31,436,470
Liabilities and Equity
Liabilities:
	Non-recourse long-term debt			$	69,250,000	$	-
	Due to General Partner and affiliates				3,041,918		3,420,832
	Accrued expenses and other liabilities				6,059,960		349,835
		Total liabilities			78,351,878		3,770,667
Commitments and contingencies (Note 12)
Equity:
	Partners' equity:
		Limited partners			123,633,993		26,651,016
		General Partner			(106,892)		(14,549)
			Total partners' equity		123,527,101		26,636,467
	Noncontrolling interests				6,395,368		1,029,336
			Total equity		129,922,469		27,665,803
Total liabilities and equity				$	208,274,347	$	31,436,470
See accompanying notes to consolidated financial statements.

39

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
			Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
Revenue:
	Finance income		$	5,912,839	$	294,664
	Rental income			3,085,624		-
	Income from investment in joint venture			-		57,082
	Other income			36,774		7,552
		Total revenue		9,035,237		359,298
Expenses:
	Management fees			610,423		12,696
	Administrative expense reimbursements			4,362,097		1,109,362
	General and administrative			1,002,665		294,905
	Interest			1,166,346		42,944
	Depreciation			2,167,417		-
	Credit loss			1,984,044		-
	Other			-		61,345
		Total expenses		11,292,992		1,521,252
Net loss				(2,257,755)		(1,161,954)
	Less: net income (loss) attributable to noncontrolling interests			17,717		(20,664)
Net loss attributable to Fund Fifteen			$	(2,275,472)	$	(1,141,290)
Net loss attributable to Fund Fifteen allocable to:
	Limited partners		$	(2,252,717)	$	(1,129,877)
	General Partner			(22,755)		(11,413)
			$	(2,275,472)	$	(1,141,290)
Weighted average number of limited partnership interests outstanding				96,189		14,085
Net loss attributable to Fund Fifteen per weighted average limited partnership			$	(23.42)	$	(80.22)
	interest outstanding
See accompanying notes to consolidated financial statements.

40

(A Delaware Limited Partnership)
Consolidated Statements of Changes in Equity
			Partners' Equity
			Limited						Total
			Partnership		Limited		General		Partners'		Noncontrolling		Total
			Interests		Partners		Partner		Equity		Interests		Equity
Balance, July 28, 2011			1	$	1,000	$	1	$	1,001	$	-	$	1,001
	Net loss		-		(1,129,877)		(11,413)		(1,141,290)		(20,664)		(1,161,954)
	Redemption of limited partnership
		interest	(1)		(1,000)		-		(1,000)		-		(1,000)
	Proceeds from sale of limited
		partnership interests	31,529		31,466,931		-		31,466,931		-		31,466,931
	Sales and offering expenses		-		(3,375,446)		-		(3,375,446)		-		(3,375,446)
	Cash distributions paid or accrued		-		(310,592)		(3,137)		(313,729)		-		(313,729)
	Investments by noncontrolling interest		-		-		-		-		1,050,000		1,050,000
Balance, December 31, 2011			31,529		26,651,016		(14,549)		26,636,467		1,029,336		27,665,803
	Net (loss) income		-		(2,252,717)		(22,755)		(2,275,472)		17,717		(2,257,755)
	Proceeds from sale of limited
		partnership interests	119,443		118,974,590		-		118,974,590		-		118,974,590
	Sales and offering expenses		-		(12,849,714)		-		(12,849,714)		-		(12,849,714)
	Cash distributions paid or accrued		-		(6,889,182)		(69,588)		(6,958,770)		(350,791)		(7,309,561)
	Investments by noncontrolling interests		-		-		-		-		5,699,106		5,699,106
Balance, December 31, 2012			150,972	$	123,633,993	$	(106,892)	$	123,527,101	$	6,395,368	$	129,922,469

41

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
				Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December  31, 2011
Cash flows from operating activities:
	Net loss			$	(2,257,755)	$	(1,161,954)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Finance income			535,512		17,168
		Income from investment in joint venture			-		(57,082)
		Depreciation			2,167,417		-
		Interest expense from amortization of debt financing costs			60,407		6,609
		Interest expense, other			14,539		-
		Credit loss			1,984,044		-
		Paid-in-kind interest			285,057		-
		Changes in operating assets and liabilities:
			Distributions from joint venture		-		57,082
			Other assets		(1,081,893)		(490,103)
			Deferred revenue		14,033		-
			Due to General Partner and affiliates, net		139,362		415,073
			Accrued expenses and other liabilities		314,857		349,835
Net cash provided by (used in) operating activities					2,175,580		(863,372)
Cash flows from investing activities:
	Purchase of equipment				(57,605,291)		(9,625,000)
	Investment in joint ventures				(2,546,245)		(1,835,843)
	Distributions received from joint venture in excess of profit				-		101,674
	Principal received on net investment in finance leases				1,347,637		67,446
	Investment in notes receivable				(41,253,969)		(13,036,723)
	Principal received on notes receivable				11,212,670		-
Net cash used in investing activities					(88,845,198)		(24,328,446)
Cash flows from financing activities:
	Redemption of limited partnership interest				-		(1,000)
	Proceeds from non-recourse long-term debt				17,500,000		-
	Repayment of non-recourse long-term debt				(1,250,000)		-
	Proceeds from note payable issued by joint venture				-		2,800,000
	Repayment of note payable issued by joint venture				(642,600)		-
	Sale of limited partnership interests				118,974,590		31,466,931
	Sales and offering expenses paid				(11,491,157)		(3,078,311)
	Deferred charges paid				(1,114,151)		(1,350,000)
	Investment in joint ventures by noncontrolling interests				5,581,606		1,050,000
	Distributions to noncontrolling interests				(350,791)		-
	Debt financing costs				(971,250)		-
	Cash distributions to partners				(6,959,674)		(312,825)
Net cash provided by financing activities					119,276,573		30,574,795
Net increase in cash					32,606,955		5,382,977
Cash, beginning of year					5,383,978		1,001
Cash, end of year				$	37,990,933	$	5,383,978
See accompanying notes to consolidated financial statements.

42

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
		Year Ended		Period from July 28, 2011 (Initial Closing Date) through
		December 31, 2012		December 31, 2011
Supplemental disclosure of cash flow information:
	Cash paid for interest	$	522,181	$	-
Supplemental disclosure of non-cash investing and financing activities:
	Organizational and offering expenses due to Investment Manager	$	23,705	$	191,043
	Organizational and offering expenses charged to equity	$	1,370,048	$	285,644
	Dealer-manager fees due to ICON Securities	$	-	$	11,491
	Reclassification of vessel to net investment in finance leases	$	9,625,000	$	-
	Debt financing costs paid by noncontrolling interest	$	117,500	$	-
	Distributions due to General Partner	$	-	$	904
	Exchange of noncontrolling interest in investment in joint venture for net investment in finance lease	$	-	$	1,741,721
	Equipment purchased with non-recourse long-term debt paid directly by lender	$	5,678,919	$	-
	Equipment purchased with subordinated financing provided by seller	$	53,000,000	$	-
	Exchange of noncontrolling interest in investment in joint venture for net investment in note receivable	$	2,546,245	$	-

43

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

(1)Organization 

ICON ECI Fund Fifteen, L.P. (the “Partnership”) was formed on September 23, 2010 as a Delaware limited partnership. The initial capitalization of the Partnership was $1,001. The Partnership will continue until December 31, 2025, unless terminated sooner. The Partnership is offering limited partnership interests (“Interests”) on a “best efforts” basis with the intention of raising up to $418,000,000 of capital, consisting of 420,000 Interests, of which 20,000 have been reserved for the Partnership’s distribution reinvestment plan (the “DRIP Plan”). The DRIP Plan allows limited partners to purchase Interests with distributions received from the Partnership and/or certain affiliates of the Partnership.

At any time prior to the time that the offering of Interests is terminated, the Partnership may, at its sole discretion, increase the offering to a maximum of up to $618,000,000 of capital, consisting of 620,000 Interests; provided, however, that the offering period may not be extended in connection with such change. The Partnership is currently in its offering period, which commenced on June 6, 2011 and is anticipated to end no later than June 6, 2013.

With the proceeds from Interests sold, the Partnership will (i) primarily originate or acquire a diverse pool of investments in domestic and global companies, which investments will primarily be structured as debt and debt-like financings (such as loans and leases) that are collateralized by equipment and other corporate infrastructure (collectively, “Capital Assets”) utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that ICON GP 15, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), believes will provide the Partnership with a satisfactory, risk-adjusted rate of return, (ii) pay fees and expenses, and (iii) establish a cash reserve. The General Partner will make investment decisions on behalf of and manage the business of the Partnership. Additionally, the General Partner has a 1% interest in the profits, losses, cash distributions and liquidation proceeds of the Partnership.

As of July 28, 2011 (the “Initial Closing Date”), the Partnership raised a minimum of $1,200,000 from the sale of Interests, at which time the Partnership commenced operations. Upon the commencement of operations on the Initial Closing Date, the Partnership returned the initial capital contribution of $1,000 to ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. and the investment manager of the Partnership (the “Investment Manager”). From the commencement of our offering on June 6, 2011 through December 31, 2012, the Partnership sold 150,972 Interests to 3,652 limited partners, representing $150,441,521 of capital contributions. Investors from the Commonwealth of Pennsylvania and the State of Tennessee were not admitted until the Partnership raised total equity in the amount of $20,000,000, which the Partnership achieved on November 17, 2011. During the period from the Initial Closing Date through December 31, 2012, the Partnership paid or accrued the following commissions and fees in connection with its offering of Interests: (i) sales commissions to third parties in the amount of $10,140,294 and (ii) dealer-manager fees in the amount of $4,429,176 to ICON Securities, LLC, formerly known as ICON Securities Corp., an affiliate of the General Partner and the dealer-manager of the offering of the Interests (“ICON Securities”). In addition, during such period, the General Partner and its affiliates, on behalf of the Partnership, incurred organizational and offering expenses in the amount of $2,487,856. From the Initial Closing Date through December 31, 2012, organizational and offering expenses in the amount of $1,370,048 were recorded as a reduction of partners’ equity.

Partners’ capital accounts are increased for their initial capital contribution plus their proportionate share of earnings and decreased by their proportionate share of losses and distributions. Profits, losses, cash distributions and liquidation proceeds are allocated 99% to the limited partners and 1% to the General Partner until the aggregate amount of cash distributions paid to limited partners equals the sum of the limited partners’ aggregate capital contributions, plus an 8% cumulative annual return on their aggregate unreturned capital contributions, compounded daily. After such time, distributions will be allocated 90% to the limited partners and 10% to the General Partner.

(2)      Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements of the Partnership have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”).  In the opinion of the General Partner, all adjustments considered necessary for a fair presentation have been included.

44

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

The consolidated financial statements include the accounts of the Partnership and its majority-owned subsidiaries and other controlled entities.  All intercompany accounts and transactions have been eliminated in consolidation.  In joint ventures where the Partnership has a controlling financial interest, the financial condition and results of operations of the joint venture are consolidated.  Noncontrolling interest represents the minority owner’s proportionate share of its equity in the joint venture.  The noncontrolling interest is adjusted for the minority owner’s share of the earnings, losses, investments and distributions of the joint venture.

The Partnership accounts for its noncontrolling interests in joint ventures where the Partnership has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting.  In such cases, the Partnership’s original investments are recorded at cost and adjusted for its share of earnings, losses and distributions.  The Partnership accounts for investments in joint ventures where the Partnership has virtually no influence over financial and operational matters using the cost method of accounting.  In such cases, the Partnership’s original investments are recorded at cost and any distributions received are recorded as revenue.  All of the Partnership’s investments in joint ventures are subject to its impairment review policy.

Net (loss) income attributable to the Partnership per weighted average Interest outstanding is based upon the weighted average number of Interests outstanding during the applicable period.

Cash

Cash includes cash in banks.

The Partnership's cash is held principally at two financial institutions and at times may exceed insured limits.  The Partnership has placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

Debt Financing Costs

Expenses associated with the incurrence of debt are capitalized and amortized to interest expense over the term of the debt instrument using the effective interest rate method. These costs are included in other assets.

Leased Equipment at Cost

Investments in leased equipment are stated at cost less accumulated depreciation.  Leased equipment is depreciated on a straight-line basis over the lease term, which typically ranges from 3 to 8 years, to the asset’s residual value.

The Investment Manager has an investment committee that approves each new equipment lease and other financing transaction.  As part of its process, the investment committee determines the residual value, if any, to be used once the investment has been approved.  The factors considered in determining the residual value include, but are not limited to, the creditworthiness of the potential lessee, 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.  Residual values are reviewed for impairment in accordance with the Partnership’s impairment review policy.

The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly.  The residual value is calculated using information from various external sources, such as trade publications, auction data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators.

Depreciation

The Partnership  records depreciation expense on equipment when the lease is classified as an operating lease.  In order to calculate depreciation, the Partnership  first determines the depreciable base, which is the equipment cost less the estimated residual value at lease termination.  Depreciation expense is recorded on a straight-line basis over the lease term.

Asset Impairments

45

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

The significant assets in the Partnership’s portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. 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. If there is an indication of impairment, the Partnership will estimate the future cash flows (undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in the Partnership’s consolidated statements of operations in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying equipment is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset and, if applicable, the remaining obligation to the non-recourse lender. Generally in the latter situation, the residual position relates to equipment subject to third-party non-recourse debt where the lessee remits its rental payments directly to the lender and the Partnership does not recover its residual position until the non-recourse debt is repaid in full. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. The Investment Manager’s review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, 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.

Revenue Recognition

The Partnership  leases equipment to third parties and each such lease is classified as either a finance lease or an operating lease, based upon the terms of each lease. For a finance lease, initial direct costs are capitalized and amortized over the lease term. For an operating lease, initial direct costs are included as a component of the cost of the equipment and depreciated over the lease term.

 For finance leases, the Partnership  records, at lease inception, 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.  Billed operating lease receivables are included in accounts receivable until collected or written off. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate.

For notes receivable, the Partnership  uses the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment.

Notes Receivable

Notes receivable are reported in the Partnership’s consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans, net of any unamortized premiums or discounts on purchased loans. Unearned income, discounts and premiums are amortized to finance income in the Partnership’s consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded separately from the outstanding balance in the Partnership’s consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income. Notes receivable are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, the Partnership periodically reviews the creditworthiness of companies with payments outstanding less than 90 days. Based upon the Investment Manager’s judgment, accounts may be placed in a non-accrual status. Accounts on a non-accrual status are only

46

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

returned to an accrual status when the account has been brought current and the Partnership believes recovery of the remaining unpaid receivable is probable.

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

The Investment Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the  borrower’s financial statements and other financial data deemed relevant. 

As the Partnership’s financing receivables, generally finance leases and notes receivable, are limited in number, the Partnership is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio based metrics and credit loss reserve.  Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history.  If a financing receivable becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, the Investment Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured.  Material events would be specifically disclosed in the discussion of each financing receivable held. 

Allowance for Doubtful Accounts

When evaluating the adequacy of the allowance for doubtful accounts, the Partnership estimates the uncollectibility of receivables by analyzing lessee, borrower and other counterparty concentrations, creditworthiness and current economic trends. The Partnership records an allowance for doubtful accounts when the analysis indicates that the probability of full collection is unlikely. Accounts receivable are generally placed in a non-accrual status when payments are more than 90 days past due.  Additionally, the Partnership periodically reviews the creditworthiness of companies with payments outstanding less than 90 days.  Based upon the Investment Manager’s judgment, accounts may be placed in a non-accrual status.  Accounts on a non-accrual status are only returned to an accrual status when the account has been brought current and the Partnership believes recovery of the remaining unpaid receivable is probable. Revenue on non-accrual accounts is recognized only when cash has been received. No allowance was deemed necessary at December 31, 2012 and 2011.

Initial Direct Costs

The Partnership  capitalizes initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing transactions. The Partnership  pays acquisition fees to the Investment Manager equal to 2.50% of the investment made by or on behalf of the Partnership, including, but not limited to, the cash paid, indebtedness incurred or assumed, and the excess of the collateral value of the Capital Assets over the amount of the investment, if any.  These costs are amortized over the transaction term using the straight-line method for operating leases and the effective interest rate method for finance leases and notes receivable in the Partnership’s consolidated statements of operations. Costs related to leases or other financing transactions that are not consummated are expensed as an acquisition expense in the Partnership’s consolidated statements of operations.

Income Taxes

The Partnership is taxed as a partnership for federal and State income tax purposes.  Therefore, no provision for federal and State income taxes has been recorded since the liability for such taxes is the responsibility of each of the individual partners rather than the Partnership.  The Partnership is potentially subject to New York City unincorporated business tax (“UBT”), which is imposed on the taxable income of any active trade or business carried on in New York City.  The UBT is imposed for each taxable year at a rate of approximately 4% of taxable income that is allocable to New York City.  The Partnership’s federal, State and local income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the applicable taxing authorities. All penalties and interest associated with income taxes are included in general and administrative expense on the consolidated statements of operations.  Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Partnership did not have any material liabilities recorded related to uncertain tax positions nor did it have any unrecognized tax benefits as of the periods presented herein.

Use of Estimates

47

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

The preparation of financial statements in conformity with US GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.  Significant estimates primarily include the determination of allowance for doubtful accounts, credit loss reserves, depreciation, impairment losses, estimated useful lives and residual values.  Actual results could differ from those estimates.

(3)Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

	December 31,
	2012		2011
Principal outstanding	$	42,538,932	$	12,148,947
Initial direct costs		3,282,650		1,060,602
Deferred fees		(724,626)		(194,849)
Credit loss reserve		(1,960,000)		-
Net investment in notes receivable	$	43,136,956	$	13,014,700

On October 27, 2011, the Partnership made a term loan to NTS Communications, Inc. (formerly known as Xfone USA, Inc.) and certain of its affiliates (collectively, “NTS”) in the amount of $6,850,000. The loan bears interest at 12.75% per year and matures in July 2017. The loan is secured by, among other things, equipment used in NTS’s high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers.

On November 22, 2011, the Partnership made a $5,298,947 second priority term loan to Ensaimada S.A. The loan bears interest at 17% per year and the entire principal amount matures in November 2016. The loan is secured by a second priority security interest in a dry bulk carrier, its earnings and the equity interests of Ensaimada. All of Ensaimada’s obligations under the loan agreement are guaranteed by N&P Shipping Co., the parent company of Ensaimada, and one of N&P’s shareholders.

On February 3, 2012, the Partnership made a term loan in the amount of $7,250,000 to subsidiaries of Revstone Transportation, LLC (collectively, “Revstone”).  The loan bore interest at 15% per year and was for a period of 60 months.  The loan was secured by all of Revstone’s assets, including a mortgage on real property.  In addition, the Partnership agreed to make a secured capital expenditure loan (the “CapEx Loan”).  Between April and October of 2012, Revstone borrowed approximately $1,153,000 in connection with the CapEx Loan.  The CapEx Loan bore interest at 17% per year and was to mature on March 1, 2017.  The CapEx Loan was secured by a first priority security interest in the automotive manufacturing equipment purchased with the proceeds from the CapEx Loan and a second priority security interest in the term loan collateral.  On November 15, 2012, Revstone satisfied its obligations in connection with the term loan and the CapEx Loan by making a prepayment of approximately $8,394,000, which included a prepayment fee of approximately $396,000.

On February 29, 2012, the Partnership made a term loan in the amount of $2,000,000 to VAS Aero Services, LLC (“VAS”).  The loan bears interest at variable rates ranging between 12% and 14.5% per year and is for a period of 33 months. The loan is secured by a second priority security interest in all of VAS’s assets.

On March 9, 2012, the Partnership made a term loan in the amount of $5,000,000 to Kanza Construction, Inc. (“Kanza”). The loan bears interest at 13% per year and is for a period of 60 months.  The loan is secured by all of Kanza’s assets. As a result of Kanza’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on nonaccrual status and the Partnership recorded a credit loss reserve of $1,960,000 during the year ended December 31, 2012 based on the estimated value of the recoverable collateral. During the year ended December 31, 2012, Kanza repaid approximately $2,525,000 of principal, reducing the outstanding balance of the loan at December 31, 2012 to approximately $515,000. Finance income recognized on the loan prior to taking the credit loss reserve was approximately $97,000 for the year ended December 31, 2012. As a nonaccrual status loan, any future change in the fair value of the recoverable collateral will be recorded as an adjustment to credit loss.  However, the net carrying amount of the loan will at no time exceed the recorded investment in the loan at the time it was deemed impaired.

48

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

On June 22, 2012, the Partnership increased the loan facility with NTS by making an additional $1,540,000 term loan to NTS. The loan bears interest at 12.75% per year and is for a period of 60 months. The loan is secured by, among other things, equipment used in NTS’s high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers. In addition, on September 27, 2012, the Partnership made an additional term loan to NTS (the “Second Term Loan”) in the amount of $1,127,500.  The Second Term Loan bears interest at 12.75% per year and is for a period of 57 months.  The loan is secured by the assets acquired with the proceeds from the Second Term Loan.

On July 10, 2012, the Partnership made a term loan in the amount of $5,750,000 to Vintage Partners, LLC.  The loan bears interest at 15% per year and is for a period of 60 months.  The loan is secured by, among other things, a first priority security interest in two containership vessels.

On July 24, 2012, the Partnership made a term loan in the amount of $2,500,000 to affiliates of Frontier Oilfield Services, Inc. (collectively, “Frontier”). The loan bears interest at 14% per year and is for a period of 66 months. The loan is secured by, among other things, a first priority security interest in Frontier’s saltwater disposal wells and related equipment and a second priority security interest in Frontier’s other assets, including real estate, machinery and accounts receivable.

On September 10, 2012, a joint venture with ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., an entity also managed by the Investment Manager (“Fund Fourteen”), made a term loan in the amount of $12,410,000 to Superior Tube Company, Inc and Tubes Holdco Limited (collectively, “Superior”) as part of a $17,000,000 term loan facility. The loan bears interest at 12% per year and is for a period of 60 months.  The loan is secured by, among other things, a first priority security interest in Superior’s assets, including tube manufacturing and related equipment and a mortgage on real property, and a second priority security interest in Superior’s accounts receivable and inventory.  Pursuant to the terms of the joint venture, the Partnership had the right to contribute capital on or prior to the six month anniversary of the date the joint venture funded the loan.  On December 31, 2012, the Partnership contributed capital of approximately $2,500,000 to the joint venture, inclusive of acquisition fees, which the joint venture then distributed to Fund Fourteen. After the distribution, the Partnership’s and Fund Fourteen’s ownership interests in the joint venture were 20% and 80%, respectively.  Immediately thereafter, the Partnership exchanged its 20% ownership interest in the joint venture for its proportionate share of the loan that was previously held by the joint venture.  Upon the completion of the exchange, the joint venture was terminated.  No gain or loss was recorded as a result of this transaction.

On October 4, 2012, the Partnership made a term loan in the amount of $7,000,000 to Ocean Product Tankers AS. The loan bears interest at 15% per year and is for a period of 60 months.  The loan is secured by, among other things, a second priority mortgage on three product tanker vessels.

On December 17, 2012, the Partnership made a term loan in the amount of $5,800,000 to Platinum Energy Solutions, Inc. (“Platinum”). The loan bears interest at one-month London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus 9% and is for a period of 48 months.  The loan is secured by, among other things, Platinum’s existing and thereafter acquired assets.  The assets include heavy duty trucks, blending, pumping and conveyor trailers and hydraulic pumps used to facilitate oil well hydraulic fracturing, cleaning and servicing.

(4)       Leased Equipment at Cost

Leased equipment at cost consisted of the following:

	December 31, 2012
Marine vessels	$	81,651,931
Mining equipment		19,388,278
Leased equipment at cost		101,040,209
Less: accumulated depreciation		(2,167,417)
Leased equipment at cost, less accumulated depreciation	$	98,872,792

49

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

On June 29, 2012, the Partnership, through a joint venture owned 94.2% by the Partnership and 5.8% by ICON ECI Partners, L.P., an entity managed by the Investment Manager (“ECI Partners”), purchased certain mining equipment for approximately $8,582,000 that was subject to lease with The American Coal Company, American Energy Corporation, The Ohio Valley Coal Corporation and Murray Energy Corporation. The lease is for a period of 39 months and commenced on July 1, 2012.

On August 3, 2012, the Partnership, through a joint venture owned 96% by the Partnership and 4% by ECI Partners, purchased mining equipment for approximately $10,519,000. The equipment is subject to a 39-month lease with Murray Energy Corporation and certain affiliates that expires on October 31, 2015.

On December 20, 2012, the Partnership, through a joint venture owned 80% by the Partnership and 20% by Fund Fourteen, purchased a car carrier vessel, the Hoegh Copenhagen.  The vessel was acquired for $20,800,000 in cash, $53,000,000 of financing through non-recourse long-term debt and $8,200,000 of financing through a subordinated, non-interest-bearing seller’s credit.  Simultaneously, the Hoegh Copenhagen was bareboat chartered to Hoegh Autoliners Shipping AS, a wholly-owned subsidiary of Hoegh Autoliners Holding AS, for a period of eight years. The seller’s credit is recorded on a discounted basis within accrued expenses and other liabilities and is being accreted to its stated value as interest expense over its term.

Aggregate annual minimum future rentals receivable due on the Partnership’s non-cancelable leases over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	15,870,176
2014		15,883,676
2015		14,648,988
2016		9,882,000
2017		9,855,000
Thereafter		29,295,000
	$	95,434,840

(5)Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

	December 31,
	2012		2011
Minimum rents receivable	$	38,214,311	$	1,786,018
Estimated residual values		328,192		328,191
Initial direct costs		589,698		40,812
Unearned income		(14,005,501)		(473,570)
Net investment in finance leases	$	25,126,700	$	1,681,451

On June 9, 2011, ICON Juniper II, LLC, a joint venture with Fund Fourteen, purchased approximately $6,359,000 of telecommunications equipment and simultaneously leased the equipment to Global Crossing Telecommunications, Inc. (“Global Crossing”). The base term of the lease schedule is for a period of 36 months, commencing on July 1, 2011. Pursuant to the terms of the joint venture, the Partnership had the right to contribute capital on, or prior to, the six-month anniversary of the date the joint venture acquired the equipment. On August 11, 2011, the Partnership contributed approximately $1,836,000 of capital, inclusive of acquisition fees, to ICON Juniper II, after which the Partnership’s and Fund Fourteen’s ownership interests in the joint venture were approximately 29.2% and 70.8%, respectively.

50

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

On October 20, 2011, the Partnership exchanged its 29.2% ownership interest in the joint venture for its proportionate share of the lease schedules that were previously owned by the joint venture. Upon the completion of the exchange, the joint venture was terminated. No material gain or loss was recorded as a result of this transaction.

On December 19, 2011, the Partnership, through a joint venture owned 60% by the Partnership and 40% by Fund Fourteen, agreed to purchase the offshore support vessel, the Lewek Ambassador. The purchase price of the vessel was to be the lesser of $25,000,000 and the fair market value of the vessel as determined before the vessel’s delivery date. On December 20, 2011, the joint venture funded $9,000,000 of the purchase price, with the remaining portion to be funded upon delivery of the vessel.  Simultaneously with the initial funding, the joint venture entered into a bareboat charter with Gallatin Maritime Management for a period of nine years to commence on the delivery date of the vessel. The vessel was delivered on June 4, 2012 for a final purchase price of $24,869,000. The joint venture financed the remaining purchase price with non-recourse long-term debt totaling $17,500,000.

For the purpose of purchasing the Lewek Ambassador, the joint venture was initially capitalized using a combination of debt and equity. As of December 31, 2012, the joint venture has recorded notes payable to the Partnership and Fund Fourteen in the amounts of approximately $3,664,000 and $2,442,000, respectively. The notes bear interest at 17% per year and mature on June 4, 2019. As the joint venture is consolidated by the Partnership, the note payable between the joint venture and the Partnership is eliminated in consolidation. The note payable to Fund Fourteen is presented within due to General Partner and affiliates on the consolidated balance sheets.

Non cancelable minimum annual amounts due on investment in finance leases over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	5,121,782
2014		4,764,579
2015		4,407,375
2016		4,419,450
2017		4,407,375
Thereafter		15,093,750
	$	38,214,311

(6)Non-Recourse Long-Term Debt

The Partnership had $69,250,000 of non-recourse long-term debt at December 31, 2012.

On June 4, 2012, a joint venture owned 60% by the Partnership and 40% by Fund Fourteen drew down on its loan facility with DVB Bank SE in the amount of $17,500,000 at a fixed rate of 4.997% to purchase the vessel, Lewek Ambassador. On December 20, 2012, a joint venture owned 80% by the Partnership and 20% by Fund Fourteen drew down on its loan facility with DVB Bank SE in the amount of $53,000,000 at a fixed rate of 4.6% to purchase the vessel, Hoegh Copenhagen.

The aggregate maturities of non-recourse long-term debt over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	6,916,667
2014		6,916,667
2015		6,916,667
2016		6,916,667
2017		6,916,667
Thereafter		34,666,665
	$	69,250,000

51

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

At December 31, 2012, the Partnership was in compliance with all covenants related to non-recourse long-term debt.

(7)Revolving Line of Credit, Recourse

On May 10, 2011, the Partnership entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit of up to $5,000,000 (the “Facility”), which is secured by all of the Partnership’s assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, based on the present value of the future receivables under certain loans and lease agreements in which the Partnership has a beneficial interest. At December 31, 2012, the Partnership had $4,888,698 available under the Facility pursuant to the borrowing base.

The Facility has been extended through March 31, 2015 and increased to $10,000,000.  The interest rate on general advances under the Facility is CB&T’s prime rate.  The Partnership may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the current LIBOR plus 2.5% per year.  In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, the Partnership is obligated to pay an annualized 0.5% fee on unused commitments under the Facility.  At December 31, 2012, there were no obligations outstanding under the Facility.

At December 31, 2012, the Partnership was in compliance with all covenants related to the Facility.

(8)Transactions with Related Parties

The Partnership has entered into agreements with the General Partner, the Investment Manager and ICON Securities, whereby the Partnership pays certain fees and reimbursements to these parties. ICON Securities is entitled to receive a 3.0% dealer-manager fee from the gross proceeds from sales of Interests.

The Partnership pays the Investment Manager (i) an annual management fee, payable monthly, equal to 3.50% of the gross periodic payments due and paid from the Partnership’s investments and (ii) acquisition fees, through the end of the operating period, equal to 2.50% of the total purchase price (including indebtedness incurred or assumed therewith) of, or the value of the Capital Assets secured by or subject to, each of the Partnership’s investments.

The General Partner has a 1% interest in the Partnership’s profits, losses, cash distributions and liquidation proceeds. In addition, the General Partner and its affiliates will be reimbursed for organizational and offering expenses incurred in connection with the Partnership’s organization and offering of Interests and administrative expenses incurred in connection with the Partnership’s operations.

Administrative expense reimbursements are costs incurred by the General Partner or its affiliates that are necessary to the Partnership’s operations. These costs include the General Partner’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that are charged to the Partnership based upon the percentage of time such personnel dedicate to the Partnership. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in the General Partner.

The Partnership paid distributions to the General Partner of $69,588 and $3,137 for the year ended December 31, 2012 and for the period from the Initial Closing Date through December 31, 2011, respectively. The General Partner’s interest in the Partnership’s net loss was $22,755 and $11,413 for the year ended December 31, 2012 and for the period from the Initial Closing Date through December 31, 2011, respectively.

Fees and other expenses paid or accrued by the Partnership to the General Partner or its affiliates were as follows:

					Year Ended		Period from July 28, 2011 (Initial Closing Date) through
Entity	Capacity	Description		December 31, 2012		December 31, 2011
ICON Capital, LLC	Investment Manager	Organizational and offering
			expense reimbursements (1)	$	965,813	$	1,522,043
ICON Securities, LLC	Dealer-Manager	Dealer-manager fees (2)			3,491,716		937,460
ICON Capital, LLC	Investment Manager	Acquisition fees (3)			5,136,887		1,463,750
ICON Capital, LLC	Investment Manager	Management fees (4)			610,423		12,696
ICON Capital, LLC	Investment Manager	Administrative expense
			reimbursements (4)		4,362,097		1,109,362
Fund Fourteen	Noncontrolling interest	Interest expense (4)			404,531		17,189
				$	14,971,467	$	5,062,500

52

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

(1)  Amount capitalized and amortized to partners' equity. 

(2)  Amount charged directly to partners' equity. 

(3)  Amount capitalized and amortized to operations.

(4)  Amount charged directly to operations. 

At December 31, 2012, the Partnership had a net payable of $3,041,918 due to the General Partner and its affiliates that primarily consisted of a payable of approximately $2,442,000 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador and administrative expense reimbursements of approximately $880,000. At December 31, 2011, the Partnership had a net payable of $3,420,832 due to the General Partner and its affiliates that primarily consisted of a note payable of $2,800,000 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador, administrative expense reimbursements of approximately $371,000 and organization and offering expense reimbursements of approximately $172,000.

From January 1, 2013 through March 21, 2013, the Partnership raised an additional $21,078,658 in capital contributions and paid or accrued dealer-manager fees to ICON Securities in the amount of $599,219.

(9)Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

·Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

·Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

·Level 3: Pricing inputs that are generally unobservable and cannot be corroborated by market data.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Partnership is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets and liabilities using fair value measurements. The Partnership’s non-financial assets, such as leased equipment at cost, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The valuation of the Partnership’s financial assets, such as notes receivable or financing leases, is included below only when fair value has been measured and recorded based on the fair value of the underlying collateral. The following table summarizes the valuation of the Partnership’s material financial assets measured at fair value on a nonrecurring basis, of which the fair value information presented is not current but rather as of the date the impairment was recorded, and the carrying value of the asset at December 31, 2012:

										Credit Loss for the
		Carrying Value at	Fair Value at Impairment Date							Year Ended
		December 31, 2012		Level 1		Level 2		Level 3		December 31, 2012
Net investment in note receivable	$	515,354	$	-	$	-	$	3,040,000	$	1,984,044

53

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

The Partnership’s collateral dependent note receivable was valued using inputs that are generally unobservable and cannot be corroborated by market data and are classified within Level 3. The Partnership utilized a market approach based on published market prices for fair value measurements of the collateral underlying the note receivable adjusted by the Investment Manager to reflect the age and location of such collateral.

Fair value information with respect to certain of the Partnership’s assets and liabilities is not separately provided since (i) the current accounting pronouncements do not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, approximates fair value due to their short-term maturities and variable interest rates. The estimated fair value of the Partnership’s fixed-rate notes receivable and fixed-rate non-recourse debt was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on fixed-rate notes receivable was discounted at rates ranging between 12.75% and 17.0% per year. Principal outstanding on fixed-rate non-recourse debt and other liabilities was discounted at 4.6% per year.

	December 31, 2012
		Carrying	Fair Value
		Amount	(Level 3)
Principal outstanding on fixed-rate notes receivable	$	43,136,956	$	43,136,956
Principal outstanding on fixed-rate non-recourse long-term debt	$	69,250,000	$	70,539,617
Other liabilities	$	5,686,792	$	5,686,792

54

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

(10) Concentrations of Risk

In the normal course of business, the Partnership is exposed to two significant types of economic risk: credit and market.  Credit risk is the risk of a lessee, borrower or other counterparty’s inability or unwillingness to make contractually required payments.  Concentrations of credit risk with respect to lessees, borrowers or other counterparties are dispersed across different industry segments within the United States of America and throughout the world. Although the Partnership does not currently foresee a concentrated credit risk associated with its lessees, borrowers or other counterparties, contractual payments are dependent upon the financial stability of the industry segments in which such counterparties operate.

 Market risk reflects the change in the value of debt instruments, derivatives and credit facilities due to changes in interest rate spreads or other market factors.  The Partnership believes that the carrying value of its investments is reasonable, taking into consideration these risks, along with estimated collateral values, payment history and other relevant information.

At times, the Partnership's cash may exceed insured limits. The Partnership has placed these funds in high quality institutions in order to minimize the risk of loss relating to exceeding insured limits. 

For the year ended December 31, 2012, the Partnership had three lessees and two borrowers that accounted for 73.6% of the Partnership’s rental income and finance income. From the period from Initial Closing Date through December 31, 2011, the Partnership had one lessee and two borrowers that accounted for 100% of the Partnership’s finance income.

As of December 31, 2012, the Partnership had two lessees that accounted for approximately 50.6% of total assets. As of December 31, 2011, the Partnership had two borrowers that accounted for approximately 41.4% of total assets.

As of December 31, 2012, the Partnership had two lenders that accounted for 88.4% of total liabilities. The Partnership had no debt at December 31, 2011.

(11)    Geographic Information

Geographic information for revenue and long-lived assets, based on the country of origin, was as follows:

	Year Ended December 31, 2012
	North
	America		Vessels(a)		Total
Revenue:
Finance income	$	2,970,334	$	2,942,505	$	5,912,839
Rental income	$	2,757,185	$	328,439	$	3,085,624
	At December 31, 2012
Long-lived assets:
Net investment in finance leases	$	1,207,663	$	23,919,037	$	25,126,700
Net investment in notes receivable	$	23,693,396	$	19,443,560	$	43,136,956
Leased equipment at cost	$	17,391,339	$	81,481,453	$	98,872,792
(a) Vessels are generally free to trade worldwide.
	Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
	North
	America		Vessels(a)		Total
Revenue:
Finance income	$	211,760	$	82,904	$	294,664
Income from investment in joint venture	$	57,082	$	-	$	57,082
	At December 31, 2011
Long-lived assets:
Net investment in finance lease	$	1,681,451	$	-	$	1,681,451
Net investment in notes receivable	$	6,947,914	$	6,066,786	$	13,014,700
Vessel	$	-	$	9,625,000	$	9,625,000
(a) Vessels are generally free to trade worldwide.

55

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

(12)   Commitments and Contingencies

At the time the Partnership acquires or divests of its interest in Capital Assets, the Partnership may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities.  The General Partner believes that any liability of the Partnership that may arise as a result of any such indemnification obligations will not have a material adverse effect on the consolidated financial condition or results of operations of the Partnership taken as a whole.

In connection with certain investments, the Partnership is required to maintain restricted cash accounts with certain banks. Restricted cash of approximately $500,000 and $0 is presented within other assets in the Partnership’s consolidated balance sheets at December 31, 2012 and 2011, respectively.

The Partnership has entered into a remarketing agreement with a third party.  Residual proceeds received in excess of specific amounts will be shared with this third party in accordance with the terms of the remarketing agreement.  The present value of the obligation related to this agreement is approximately $108,000 at December 31, 2012.

(13)     Selected Quarterly Financial Data (unaudited)

The following table is a summary of selected financial data, by quarter:

			(unaudited)								Year ended
			Quarters Ended in 2012								December 31,
			March 31,		June 30,		September 30,		December 31,		2012
Total revenue			$	708,964	$	1,102,577	$	3,060,622	$	4,163,074	$	9,035,237
Net (loss) income			$	(157,832)	$	(2,704,317)	$	491,420	$	112,974	$	(2,257,755)
Net (loss) income attributable to Fund
	Fifteen allocable to limited partners		$	(14,621)	$	(2,593,703)	$	394,782	$	(39,175)	$	(2,252,717)
Weighted average number of limited
	partnership interests outstanding			52,155		81,924		111,412		138,661		96,189
Net (loss) income attributable to Fund
	Fifteen per weighted average limited
		partnership interest outstanding	$	(0.28)	$	(31.66)	$	3.54	$	(0.28)	$	(23.42)
			(unaudited)								Period from July 28, 2011
			Quarters Ended in 2011								(Initial Closing Date) through
			March 31,		June 30,		September 30,		December 31,		December 31, 2011
Total revenue			$	-	$	-	$	40,712	$	318,586	$	359,298
Net loss			$	-	$	-	$	(450,498)	$	(711,456)	$	(1,161,954)
Net loss attributable to Fund
	Fifteen allocable to limited partners		$	-	$	-	$	(445,993)	$	(683,884)	$	(1,129,877)
Weighted average number of limited
	partnership interests outstanding			-		-		5,333		20,492		14,085
Net loss attributable to Fund
	Fifteen per weighted average limited
		partnership interest outstanding	$	-	$	-	$	(83.63)	$	(33.37)	$	(80.22)

57

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2012

(14)     Income Tax Reconciliation (unaudited)

At December 31, 2012 and 2011, the partners’ equity included in the consolidated financial statements totaled $123,527,101 and $26,636,467, respectively. The partners’ capital for federal income tax purposes at December 31, 2012 and 2011 totaled $132,774,136 and $30,064,995, respectively.  The difference arises primarily from sales and offering expenses reported as a reduction in the limited partners’ capital accounts for financial reporting purposes, but not for federal income tax reporting purposes, and differences in depreciation and amortization between financial reporting purposes and federal income tax purposes.

The following table reconciles net loss attributable to the Partnership for financial statement reporting purposes to the net loss attributable to the Partnership for federal income tax purposes for the periods ended December 31, 2012 and 2011:

		Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
Net loss attributable to Fund Fifteen per consolidated financial statements		$	(2,275,472)	$	(1,141,290)
	Rental income		7,873		-
	Depreciation and amortization		33,209		17,613
	Tax loss from consolidated joint ventures		(8,669,617)		(365)
	Other		1,598,011		34,851
Net loss attributable to Fund Fifteen for federal income tax purposes		$	(9,305,996)	$	(1,089,191)

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(15)   Subsequent Events

On February 15, 2013, the Partnership, through a joint venture owned 58% by the Partnership, 38% by Fund Fourteen and 4% by ECI Partners, purchased onshore oil field services equipment for approximately $11,804,000. The equipment is subject to a 45-month lease with Go Frac, LLC that expires on November 30, 2016.

On March 1, 2013, the Partnership made a term loan in the amount of $7,200,000 to Heniff Transportation Systems, LLC and Heniff TTL, LLC (collectively, “Heniff”).  The loan bears interest at 12.25% per year and is for a period of 42 months. The loan is secured by, among other things, a second priority security interest in and lien on Heniff’s tractors, stainless steel tank trailers and related equipment and a second lien on Heniff’s other assets.

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Schedule II - Valuation and Qualifying Accounts
	Description		Balance at Beginning of Year		Additions Charged to Costs and Expenses		Additions Charged to Notes Receivable		Deduction		Balance at End of Year
Deducted from asset accounts:
Year Ended December 31, 2012
	Credit loss reserve	$	-	$	1,960,000	$	-	$	-	$	1,960,000

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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

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2012, as well as the financial statements for our General Partner, our General Partner carried out an evaluation, under the supervision and with the participation of the management of our General Partner, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our General Partner’s disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer concluded that our General Partner’s disclosure controls and procedures were effective.

In designing and evaluating our General Partner’s disclosure controls and procedures, our General Partner recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Our General Partner’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.  

Our General Partner’s Co-Chief Executive Officers and Principal Financial and Accounting Officer have determined that no weakness in disclosure controls and procedures had any material effect on the accuracy and completeness of our financial reporting and disclosure included in this Annual Report on Form 10-K.

Evaluation of internal control over financial reporting

Our General Partner is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our General Partner assessed the effectiveness of its internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework.”

Based on its assessment, our General Partner believes that, as of December 31, 2012, its internal control over financial reporting is effective.

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Changes in internal control over financial reporting

There were no changes in our General Partner’s internal control over financial reporting during the quarter ended December 31, 2012 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Item 9B. Other Information

Not applicable.

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PART III

Item 10. Directors, Executive Officers of the Registrant's General Partner and Corporate Governance

Our General Partner

Our General Partner was formed as a Delaware limited liability company on September 23, 2010 to act as our general partner. Its principal office is located at 3 Park Avenue, 36^th Floor, New York, New York 10016, and its telephone number is (212) 418-4700. The sole member of our General Partner is ICON Capital, LLC, our Investment Manager.

Name	Age	Title
Michael A. Reisner	42	Co-Chief Executive Officer, Co-President and Director
Mark Gatto	40	Co-Chief Executive Officer, Co-President and Director
Nicholas A. Sinigaglia	43	Managing Director
David J. Verlizzo	40	Senior Managing Director and Counsel
Craig A. Jackson	54	Managing Director

Biographical information regarding the officers and directors of our General Partner follows the table setting forth information regarding our Investment Manager’s current executive officers and directors.

Our Investment Manager

Our Investment Manager, ICON Capital, LLC, a Delaware limited liability company (“ICON”), was formed in 1985. Our Investment Manager's principal office is located at 3 Park Avenue, 36^th Floor, New York, New York 10016, and its telephone number is (212) 418-4700.

In addition to the primary services related to our making and disposing of investments, our Investment Manager provides services relating to the day-to-day management of our investments. These services include collecting payments due from lessees, borrowers, and other counterparties; remarketing Capital Assets that are off-lease; inspecting Capital Assets; serving as a liaison with lessees, borrowers, and other counterparties; supervising equipment maintenance; and monitoring performance by lessees, borrowers, and other counterparties of their obligations, including payment of contractual payments and all operating expenses.

Name	Age	Title
Michael A. Reisner	42	Co-Chairman, Co-Chief Executive Officer and Co-President
Mark Gatto	40	Co-Chairman, Co-Chief Executive Officer and Co-President
Nicholas A. Sinigaglia	43	Managing Director
David J. Verlizzo	40	Senior Managing Director and Counsel
Craig A. Jackson	54	Managing Director
Harry Giovani	38	Managing Director and Chief Credit Officer

Michael A. Reisner, Co-President, Co-CEO and Director, joined ICON in 2001. Prior to purchasing the company in 2008, Mr. Reisner held various positions in the firm, including Executive Vice President and Chief Financial Officer, General Counsel and Executive Vice President of Acquisitions. Before his tenure with ICON, Mr. Reisner was an attorney from 1996 to 2001 with Brodsky Altman & McMahon, LLP in New York, concentrating on commercial transactions. Mr. Reisner received a J.D. from New York Law School and a B.A. from the University of Vermont.

Mark Gatto, Co-President, Co-CEO, and Director, originally joined ICON in 1999. Prior to purchasing the company in 2008, Mr. Gatto held various positions in the firm, including Executive Vice President and Chief Acquisitions Officer, Executive Vice President - Business Development and Associate General Counsel. Before his tenure with ICON, he was an attorney with Cella & Goldstein in New Jersey, concentrating on commercial transactions and general litigation matters. Additionally, he was Director of Player Licensing for the Topps Company and in 2003, he co-founded a specialty business consulting firm in New York City, where he served as managing partner before re-joining ICON in 2005. Mr. Gatto received an M.B.A. from the W. Paul Stillman School of Business at Seton Hall University, a J.D. from Seton Hall University School of Law, and a B.S. from Montclair State University.

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Nicholas A. Sinigaglia, Managing Director, joined ICON in March 2008 as a Vice President of Accounting and Finance and was promoted to Managing Director in July 2011. Mr. Sinigaglia was previously the Chief Financial Officer of Smart Online, Inc. from February 2006 through March 2008 and the Vice President of Ray-X Medical Management Corp. from 1997 through 2005. Mr. Sinigaglia began his accounting career at Arthur Andersen LLP in 1991, where he was employed through 1997, rising to the level of Audit Manager. Mr. Sinigaglia received a B.S. from the University of Albany and is a certified public accountant.

David J. Verlizzo, Senior Managing Director and Counsel, joined ICON in 2005.  Mr. Verlizzo was formerly Vice President and Deputy General Counsel from February 2006 to July 2007 and was Assistant Vice President and Associate General Counsel from May 2005 until January 2006.  Previously, from May 2001 to May 2005, Mr. Verlizzo was an attorney with Cohen Tauber Spievack & Wagner LLP in New York, concentrating on public and private securities offerings, securities law compliance and corporate and commercial transactions.  Mr. Verlizzo received a J.D. from Hofstra University School of Law and a B.S. from The University of Scranton.

Craig A. Jackson, Managing Director, joined ICON in 2006. Mr. Jackson was previously Vice President – Remarketing and Portfolio Management from February 2006 through March 2008. Previously, from October 2001 to February 2006, Mr. Jackson was President and founder of Remarketing Services, Inc., a transportation equipment remarketing company. Prior to 2001, Mr. Jackson served as Vice President of Remarketing and Vice President of Operations for Chancellor Fleet Corporation (an equipment leasing company).  Mr. Jackson received a B.A. from Wilkes University.

Harry Giovani, Managing Director and Chief Credit Officer, joined ICON in 2008. Most recently, from March 2007 to January 2008, he was Vice President for FirstLight Financial Corporation, responsible for underwriting and syndicating middle market leveraged loan transactions. Previously, he spent three years at GE Commercial Finance, initially as an Assistant Vice President in the Intermediary Group, where he was responsible for executing middle market transactions in a number of industries including manufacturing, steel, paper, pharmaceutical, technology, chemicals and automotive, and later as a Vice President in the Industrial Project Finance Group, where he originated highly structured project finance transactions. He started his career at Citigroup’s Citicorp Securities and CitiCapital divisions, where he spent six years in a variety of roles of increasing responsibility including underwriting, origination and strategic marketing / business development. Mr. Giovani graduated from Cornell University in 1996 with a B.S. in Finance.

Code of Ethics

Our Investment Manager, on our behalf, has adopted a code of ethics for its Co-Chief Executive Officers and Principal Financial and Accounting Officer.  The Code of Ethics is available free of charge by requesting it in writing from our Investment Manager.  Our Investment Manager's address is 3 Park Avenue, 36^th Floor, New York, New York 10016.

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Item 11. Executive Compensation

We have no directors or officers. Our General Partner and its affiliates were paid or we accrued the following compensation and reimbursement for costs and expenses:

Entity	Capacity	Description	Year Ended December 31, 2012		Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
ICON Capital, LLC	Investment Manager	Organizational and offering
		expense reimbursements(1)	$	965,813	$	1,522,043
ICON Securities, LLC	Dealer-Manager	Dealer-manager fees(2)		3,491,716		937,460
ICON Capital, LLC	Investment Manager	Acquisition fees(3)		5,136,887		1,463,750
ICON Capital, LLC	Investment Manager	Management fees(4)		610,423		12,696
ICON Capital, LLC	Investment Manager	Administrative expense
		reimbursements(4)		4,362,097		1,109,362
Fund Fourteen	Noncontrolling interest	Interest expense(4)		404,531		17,189
			$	14,971,467	$	5,062,500

(1)  Amount capitalized and amortized to partners' equity. 

(2)  Amount charged directly to partners' equity. 

(3)  Amount capitalized and amortized to operations.

(4)  Amount charged directly to operations. 

Our General Partner also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds. We paid distributions to our General Partner of $69,588 and $3,137 for the year ended December 31, 2012 and for the period from the Initial Closing Date through December 31, 2011, respectively. Our General Partner’s interest in our net loss was $22,755 and $11,413 for the year ended December 31, 2012 and for the period from the Initial Closing Date through December 31, 2011, respectively.

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Item 12. Security Ownership of Certain Beneficial Owners and the General Partner and Related Security Holder Matters

(a)   We do not have any securities authorized for issuance under any equity compensation plan. No person of record owns, or is known by us to own, beneficially more than 5% of any class of our securities.

(b)   As of March 21, 2013, no directors or officers of our General Partner own any of our equity securities.

(c)   Neither we nor our General Partner 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. Executive Compensation” for a discussion of our related party transactions.  See Note 8 to our consolidated financial statements for a discussion of our transactions with related parties.

Because we are not listed on any national securities exchange or inter-dealer quotation system, we have elected to use the Nasdaq Stock Market’s definition of “independent director” in evaluating whether any of our General Partner’s directors are independent. Under this definition, the board of directors of our General Partner has determined that our General Partner does not have any independent directors, nor are we required to have any.

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Item 14. Principal Accounting Fees and Services

During the years ended December 31, 2012 and 2011, our auditors provided audit services relating to our Registration Statement on Form S-1, our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.  Additionally, our auditors provided other services in the form of tax compliance work.  The following table presents the fees for both audit and non–audit services rendered by Ernst & Young LLP for the years ended December 31, 2012 and 2011:

		2012		2011
Audit fees	$	411,150	$	304,500
Tax fees		23,843		2,907
	$	434,993	$	307,407

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)   1. Financial Statements

See index to consolidated financial statements included as Item 8 to this Annual Report on Form 10-K hereof.

2. Financial Statement Schedules

Financial Statement Schedule II – Valuation and Qualifying Accounts is filed with this Annual Report on Form 10-K. Schedules not listed above have been omitted because they are not applicable or the information required to be set forth therein is included in the financial statements or notes thereto.

3. Exhibits:

3.1    Certificate of Limited Partnership of Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on October 6, 2010 (File No. 333-169794)).

4.1    Limited Partnership Agreement of Registrant (Incorporated by reference to Appendix A to Registrant’s Prospectus Supplement No. 3 filed with the SEC on December 28, 2011 (File No.333-169794)).

10.1  Investment Management Agreement, by and between ICON ECI Fund Fifteen, L.P. and ICON Capital Corp., dated as of June 3, 2011 (Incorporated by reference to Exhibit 10.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 3, 2011 (File No. 333-169794)).

10.2  Commercial Loan Agreement, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P., dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed on August 12, 2011).

10.3  Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P.

31.1  Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

31.2  Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

31.3  Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer.

32.1  Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3  Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*   XBRL Instance Document.

101.SCH* XBRL Taxonomy Extension Schema Document.

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*  XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*  XBRLTaxonomy Extension Presentation Linkbase Document.

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

69

SIGNATURES

Pursuant to the requirements of 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.

ICON ECI Fund Fifteen, L.P.

(Registrant)

By: ICON GP 15, LLC

      (General Partner of the Registrant)

March 27, 2013

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ICON ECI Fund Fifteen, L.P.

(Registrant)

By: ICON GP 15, LLC

      (General Partner of the Registrant)

March 27, 2013

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer, Co-President and Director

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer, Co-President and Director

(Co-Principal Executive Officer)

By: /s/ Nicholas A. Sinigaglia

Nicholas A. Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

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EX-10.3

 

Exhibit 10.3

LOAN MODIFICATION AGREEMENT

ThisLoan Modification Agreement (“Agreement”) is made and entered as of March  31,  2013  between CALIFORNIA BANK &  TRUST, a California banking corporation ("Bank"), and ICON  ECI  FUND  FIFTEEN,  L.P. (“Borrower”). 

RECITALS 

A.Pursuant to the terms of a Commercial Loan Agreement ("Loan Agreement") between  Bank  and  Borrower  dated  as  of  May  10, 2011, Bank agreed to make a revolving Line of Credit available to Borrower.

B.The Line of Credit was evidenced by a promissory note ("Note") of even date with the Loan Agreement, executed by Borrower in favor of Bank.

C.Borrower's obligations under the Note and Loan Agreement were originally secured,among other things, by the following: 

1.A Security Agreement, dated the same date as the Loan Agreement, executedby Borrower in favor of Bank granting Bank a security interest in Borrower’s personal property(“Security Agreement”). The security  interest  was  perfected  through a  UCC-1 Financing Statement filed with the Delaware Secretary of State.

D.Borrower has requested additional time torepay the indebtedness owing under theNote. Bank is agreeable to the terms set forth below. 

E.On January 2, 2013, ICON Capital Corp., aDelaware corporation, converted to ICONCapital, LLC, a Delaware limited liability company, pursuant to the provisions of Section 18-214of the Delaware Limited Liability Company Act. 

TERMS

NOW,THEREFORE, Borrower and Bank agree as follows: 

1.Adoption of Recitals.  Borrower hereby represents and warrants that eachof the Recitalsset forth above are true,  accurate  and  complete.

2.Acknowledgement of Debt.  Borrower acknowledges that there are no claims, demands, offsets or defenses at law or in equity that would defeat or diminish Bank’s right to collect the indebtednessevidenced by the documents described in the Recitals (“Loan Documents”) and to proceed to enforce the rightsand remedies available to Bank as provided in the Loan Documents or by law. Capitalized terms in this Modification shall have the meanings givento them in the Loan Documents unless otherwise defined herein.

3.Modification of Loan Documents.  The Loan Documents are hereby supplemented, amended and modified to incorporate the following, which shall supersede and prevailover any existing and  conflicting provisions thereof:

(a)Section 1.1 of the Loan Agreement, entitled “Definitions,” ismodified by deletingthe definition of “Adjusted Total Liabilities.” 

(b)Section 1.1 of the Loan Agreement, entitled “Definitions,” ismodified by deletingthe definition of “Line of Credit Expiration Date” and inserting in its placethe following: 

“Line of Credit Expiration Date” means March 31, 2015.

(c)Section 1.1 of the Loan Agreement, entitled “Definitions,” ismodified by adding adefinition of “Total Liabilities” as  follows: 

“Total Liabilities” shall mean, as ofthe date ofdetermination, the sumof current liabilities plus long term liabilities of Borrower; all calculatedin accordance with GAAP, consistentlyapplied. 

(d)Section 2.1(a) of the Loan Agreement, entitled “Revolving Line of Credit,” is modifiedby deleting the section and inserting in its place the  following: 

RevolvingLine of Credit. During the Line of Credit AvailabilityPeriod and so long as no Event of Default has occurred and is continuing,Bank will, on a revolving basis, make advances to Borrower (“Line of Credit”), which, except as set forthbelow, may not at any time exceed an aggregate amount outstandingequal to the lesser of Ten Million Dollars ($10,000,000.00)or the Borrowing Base (collectively the “Line of Credit Limit”). Borrower’s obligation to repay advances under the Lineof Credit shall be evidenced by a promissory note in a form acceptableto Bank (the “Line of Credit Note”).During the Line of Creditliability Period, Borrower may repay principal amounts and reborrowthem. Borrower agrees that Borrower will not permit the outstanding balance under the Line of Credit to exceed the Line of CreditLimit. Provided no Event of Default has occurred and is continuing at such time, Borrower may request one year extensions ofthe Line of Credit Availability Period within three hundred ninety (390) days of the then applicable Line of Credit Expiration Date,but Bank has no obligation to grant the extension. 

(e)Section 8.4 of the Loan Agreement, entitled “Minimum Debt Service Coverage Ratio,”is deleted and replaced with the following: 

MinimumDebt Service Coverage Ratio.  To maintain as ofthe end of each fiscal quarter based on the financial resultsas reported on SEC Form 10-Q or 10-K, as applicable, a Debt Service CoverageRatio of not less than 2.00to 1.00 on a rolling four quarter  basis,  effective  as  of December 31, 2012.

(f)Section 8.6 of the Loan Agreement, entitled “Leverage Ratio,” is deleted and replaced with the following:

Leverage Ratio.  To maintain, as of the end of each fiscal  quarter, based  on  the  financial results as reported on SEC Form 10-Q or 10-K, as applicable, a  ratio of Total Liabilities toTangible Net Worth not to exceed 2.00 to 1.00 effectiveas of December 31,2012. 

(g)Section 8.5 of the Loan Agreement, entitled “Tangible Net Worth,” is deleted and replaced with the following:

Tangible Net Worth.  To maintain as of the end of the fiscal quarter based on the financialresults as reported on SEC Form 10-Q or 10-K, as applicable, a Tangible Net Worthof not less than Fifty Million Dollars ($50,000,000.00),effective December 31, 2012. 

(h)The Loan Documents which recite that they are security instruments shall secure, inaddition to any other obligations secured thereby, the payment and performance by Borrower of all obligations under the Line of Credit, as modified hereby, and byany amendments, modifications, extensions or renewals of the same which are hereafter agreed to in writing by the parties.

4.Conditions Precedent. The modification of the Loan Documents under Section 3 aboveis subject to Borrower’s compliance with the following conditions precedent to Bank’s complete satisfaction: 

(a)Execution of this Modification by Borrower deliveryof the executed Modification theBank by March 31, 2013; 

(b)Borrower shall pay a renewal fee of $38,000.00; 

(c)Borrower shall pay all accrued interest on the Line ofCredit through February 28, 2013; and 

(d)Borrower shall reimburse the Bank for the attorneys’ fees incurred by  Bank  in  preparation  of  this Modification.

5.Borrower’s Representations and Warranties. Borrower represents and warrants to Bank as of the date of this Modification and until repayment of all indebtedness of Borrower to Bank:

(a)Accuracy of Representations in Modification and Existing Loan Documents. All representations and warranties made and given by Borrower in this Modification and the Loan Documents are accurate and correct except to the extent that any breach thereof would not result in a Material Adverse Change.

(b)No Default.  No default has occurred and is continuing under the Loan Documents, and no event has occurred and is continuing which, with notice or the passage of time or both, would be a default which could be reasonably expected to result in a Material Adverse Change.

(c)Enforceable Loan Documents/No Conflicts. The Loan Documents and this Modification are legal, valid and binding agreements of Borrower, enforceable in accordance with their respective terms. This Modification does not conflict with any law, agreement, or obligation by which Borroweris bound. 

6.Borrower Acknowledgment. Borrower hereby acknowledges and agrees that:

(a)No Breach by Bank. Bank has not breached any duty to Borrower in connection with the Loan Documents, andBank has fully performed all obligations the Bank may havehad or now has to Borrower and Guarantors. 

(b)Interest, Fees, and Other Charges. All interest, fees or other charges imposed, accrued, or collected byBank under the Loan Documents orthis Modification, and the method of computing the interest, fees, or other charges, wereand are proper and agreed to by Borrower and Guarantorsand were properly computed and collected. 

(c)No Waiver. By entering into this Modification, Bankdoes not waive any existing defaults or any defaults hereafteroccurring, and Bank does not become obligated to waiveany condition or obligation in any agreement betweenor among any of the parties hereto. 

(d)No Third Party Beneficiaries. This Modification is not intended for, and shall not beconstrued to be for, the benefitof any person not a signatory hereto. 

(e)Fair Consideration. All payments made by Borrowerto Bank under the Loan Documents and this Modification  were  and  are  for fair consideration and reasonably equivalent value.

7.Governing Law. This Modification shall be construed, governed and enforced in accordance with the laws of the State of California.

8.Interpretation. No provision of this Modification is tobe interpreted for or against Borrower or Bank because that party, or thatparty's representative, drafted such provision.

9.No Impairment/Security. Except as otherwise specifically set  forth herein, the LoanDocuments shall each remain unaffected by this Modification and all such documents shall remain in full force and effect.  Borrower’s payment and performance of Borrower’s various obligationsto Bank under the Loan Documents, including all extensions, amendments, renewals orreplacements thereof, continue to be and shall be secured by the liens arising under the Loan Documents.  Nothing contained herein shall bedeemed a waiver of any of the rights and remedies that Bank may have against Borrower, or of any of Bank’s rights and remedies arising out of the Loan Documents. 

10.Purpose and Effect of Bank’s Approval. Bank’s approval of any matter in connectionwith the Loan Documents shall be for the sole purpose of protecting Bank’s security, rights,and remedies under the Loan Documents. No such approval shallresult in a waiver of anydefault of Borrower. In no event shall Bank’s approval be a representation of any kind by Bankwith regard to the matter being approved. 

11.Counterparts. This Modification may be executed in as many counterparts as necessary or convenient, and bythe different parties on separate counterparts each of which, whenso executed, shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. 

12.Invalidity. If any court of competent jurisdiction determines any provision of this Modification or any of the Loan Documents to beinvalid, illegal or unenforceable, that portion shall be deemed severed fromthe rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of this Modification or the Loan Documents. 

13.Successors and Assigns. This Modification shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

14.Full Force and Effect. Except as set forth herein,  all other terms and conditions of the Loan Documents shall remain in full force and effect, including provisions on prepayment, late charges, default interest and attorneys fees. 

15.The Current Status of the Line of Credit. Borrower hereby acknowledges the following:(a) except as modified by this Modification, the Loan Documents remain in full force and effect, and remains the binding obligation ofBorrower; and (b) Borrower has no known or suspected defense to its obligations under the Loan Documents, and no claimor offset whatsoeveragainst Bank in connection with theLoan Documents or otherwise. 

16.Entire Agreement. This Modification and the Loan Documents constitute the entire,complete and exclusive understanding between the parties regarding the Loan and may not be modified, amended, or terminated exceptby a written agreement signed by the party against whom enforcement is sought.No modification, change or supplement of the Loan Documents and this Modification shall be binding on Bank unless in writing signed by an authorized officer of Bank.  No waiver of orany acquiescence to any Event of Default or any failureor delay by Bank in enforcing any right or remedy shall be construed to be a waiver, acquiescence,  or  consent  to  any  preceding  or  subsequent Event of Default or a waiver of any right or remedy. 

17.Documentation. In addition to the instruments and documents mentioned or referredto herein, Borrower will, at Borrower’s own cost and expense, supply Bank with such otherinstruments, documents, information and data as are reasonably necessary for the purposes hereof, all of which shall be in formand content as reasonably required by Bank. 

IN WITNESS WHEREOF, the parties have executed this Modification  as  of  the  day  and year first above written.

ICON ECI FUND FIFTEEN, L.P.,
a Delaware limited partnership, By:      ICON GP 15, LLC, its               general partner             By: ICON CAPITAL, LLC, its manager By:   /s/ Michael A. Reisner                                                  Michael A. Reisner Co-President and Co-Chief   Executive Officer CALIFORNIA BANK & TRUST,
a California banking corporation By:      /s/ J. Michael Sullivan                             J. Michael Sullivan First Vice President and Relationship Manager

EX-31.1

 

Exhibit 31.1

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Reisner, certify that:

1.I have reviewed this Annual Report on Form 10-K of ICON ECI Fund Fifteen, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the board of directors of the General Partner (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 27, 2013

/s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

ICON GP 15, LLC

EX-31.2

 

Exhibit 31.2

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Gatto, certify that:

1.I have reviewed this Annual Report on Form 10-K of ICON ECI Fund Fifteen, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the board of directors of the General Partner (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 27, 2013

/s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

ICON GP 15, LLC

EX-31.3

 

Exhibit 31.3

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas A. Sinigaglia, certify that:

1.I have reviewed this Annual Report on Form 10-K of ICON ECI Fund Fifteen, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the board of directors of the General Partner (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 27, 2013

/s/ Nicholas A. Sinigaglia

Nicholas A. Sinigaglia

Managing Director

(Principal Financial and AccountingOfficer) 

ICON GP 15, LLC

EX-32.1

 

Exhibit 32.1

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Reisner, Co-Chief Executive Officer and Co-President of ICON GP 15, LLC, the General Partner of the Registrant, in connection with the Annual Report of ICON ECI Fund Fifteen, L.P. (the “Partnership”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: March 27, 2013

/s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

ICON GP 15, LLC

EX-32.2

 

Exhibit 32.2

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Gatto, Co-Chief Executive Officer and Co-President of ICON GP 15, LLC, the General Partner of the Registrant, in connection with the Annual Report of ICON ECI Fund Fifteen, L.P. (the “Partnership”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: March 27, 2013

/s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

ICON GP 15, LLC

EX-32.3

 

Exhibit 32.3

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas A. Sinigaglia, Principal Financial and Accounting Officer of ICON GP 15, LLC, the General Partner of the Registrant, in connection with the Annual Report of ICON ECI Fund Fifteen, L.P. (the “Partnership”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: March 27, 2013

/s/ Nicholas A. Sinigaglia

Nicholas A. Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

ICON GP 15, LLC

XML

Non-Recourse Long-Term Debt (Details) (USD $)	Dec. 31, 2012	Dec. 20, 2012	Jun. 04, 2012	Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Non-recourse long-term debt	$ 69,250,000	$ 53,000,000	$ 17,500,000	$ 0
Joint venture, ownership percentage (in hundredths)		80.00%	60.00%
Interest rate (in hundredths)		4.60%	4.997%
Summary of aggregate maturities of non-recourse long-term debt [Abstract]
2013	6,916,667
2014	6,916,667
2015	6,916,667
2016	6,916,667
2017	6,916,667
Thereafter	34,666,665
Total	$ 69,250,000
Fund Fourteen [Member]
Schedule of Equity Method Investments [Line Items]
Joint venture, ownership percentage (in hundredths)		20.00%	40.00%

XML

Subsequent Events (Details) (USD $)			0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Feb. 15, 2013 Subsequent Event [Member]	Feb. 15, 2013 ICON Leasing Fund Fifteen, LLC [Member]	Dec. 19, 2011 ICON Leasing Fund Fifteen, LLC [Member]	Aug. 11, 2011 ICON Leasing Fund Fifteen, LLC [Member]	Feb. 15, 2013 ICON Leasing Fund Fourteen, LLC [Member]	Aug. 11, 2011 ICON Leasing Fund Fourteen, LLC [Member]	Feb. 15, 2013 ICON ECI Partners, L.P. [Member]	Mar. 01, 2013 Heniff Transportation System LLC [Member] Issuance of Debt [Member]
Subsequent Event [Line Items]
Ownership percentage in equipment purchased				58.00%	60.00%	29.20%	38.00%	70.80%	4.00%
Purchase price of equipment			$ 11,804,000
Lease financing arrangement term			45 months
Lease expiration date			Nov. 30, 2016
Term loan issued	$ 43,136,956	$ 13,014,700								$ 7,200,000
Interest rate on loan issued (in hundredths)										12.25%
Term of note receivable										42 months

XML

Selected Quarterly Financial Data (unaudited) (Details) (USD $)	3 Months Ended								5 Months Ended	12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2012
Summary of selected financial data, by quarter [Abstract]
Total revenue	$ 4,163,074	$ 3,060,622	$ 1,102,577	$ 708,964	$ 318,586	$ 40,712	$ 0	$ 0	$ 359,298	$ 9,035,237
Net loss	112,974	491,420	(2,704,317)	(157,832)	(711,456)	(450,498)	0	0	(1,161,954)	(2,257,755)
Net (loss) income attributable to Fund Fifteen allocable to limited partners	$ (39,175)	$ 394,782	$ (2,593,703)	$ (14,621)	$ (683,884)	$ (445,993)	$ 0	$ 0	$ (1,129,877)	$ (2,252,717)
Weighted average number of limited partnership interests outstanding (in shares)	138,661	111,412	81,924	52,155	20,492	5,333	0	0	14,085	96,189
Net (loss) income attributable to Fund Fifteen per weighted limited partnership interest (in dollars per share)	$ (0.28)	$ 3.54	$ (31.66)	$ (0.28)	$ (33.37)	$ (83.63)	$ 0	$ 0	$ (80.22)	$ (23.42)

XML

Organization (Details) (USD $)	3 Months Ended	5 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2011	Dec. 31, 2012	Nov. 17, 2011	Jul. 28, 2011	Sep. 23, 2010
Initial capitalization						$ 1,001
Limited partnership interests authorized offering			418,000,000
Limited partnership interests authorized offering (in units)			420,000
Maximum offering of partnership interests			618,000,000
Maximum offering of partnership interests (in units)			620,000
Allocation of profits, losses, cash distributions and liquidation proceeds (in hundredths)			1.00%
Proceeds from sale of limited partnership interests as of the Initial Closing Date					1,200,000
Initial capital contribution returned to ICON Capital Corp.					1,000
Sale of partnership interests (in units)			150,972
Number of limited partners			3,652
Sale of limited partnership interests	21,078,658	31,466,931	118,974,590
Minimum initial capitalization from Commonwealth of Pennsylvania and State of Tennessee				20,000,000
Sales commissions to third parties			10,140,294
Underwriting fees			4,429,176
Organizational and offering expenses			2,487,856
Organizational and offering expenses charged to equity			1,370,048
Percentage of cumulative annual return on aggregate unreturned capital contributions (in hundredths)			8.00%
Limited Partner [Member]
Allocation of profits, losses, cash distributions and liquidation proceeds (in hundredths)			99.00%
Sale of partnership interests (in units)		31,529	119,443
Sale of limited partnership interests			$ 150,441,521
Allocation of profits, losses, cash distributions and liquidation proceeds after cash distributions paid (in hundredths)			90.00%
General Partner [Member]
Allocation of profits, losses, cash distributions and liquidation proceeds (in hundredths)			1.00%
Allocation of profits, losses, cash distributions and liquidation proceeds after cash distributions paid (in hundredths)			10.00%
Distribution Reinvestment Plan [Member]
Limited partnership interests authorized offering (in units)						20,000

XML

Leased Equipment at Cost (Tables)

12 Months Ended

Dec. 31, 2012

Leased Equipment at Cost [Abstract]

Leased Equipment at Cost

Leased equipment at cost consisted of the following:

	December 31, 2012
Marine vessels	$	81,651,931
Mining equipment		19,388,278
Leased equipment at cost		101,040,209
Less: accumulated depreciation		(2,167,417	)
Leased equipment at cost, less accumulated depreciation	$	98,872,792

Annual minimum future rentals receivable

Aggregate annual minimum future rentals receivable due on the Partnership's non-cancelable leases over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	15,870,176
2014		15,883,676
2015		14,648,988
2016		9,882,000
2017		9,855,000
Thereafter		29,295,000
	$	95,434,840

XML

Fair Value Measurements (Details) (USD $)							12 Months Ended				12 Months Ended
	Dec. 31, 2012	Dec. 20, 2012	Jun. 04, 2012	Dec. 31, 2011	Dec. 31, 2012 Carrying Value [Member]	Dec. 31, 2012 Fair Value [Member]	Dec. 31, 2012 Nonrecurring basis [Member]	Dec. 31, 2012 Nonrecurring basis [Member] Level 1 [Member]	Dec. 31, 2012 Nonrecurring basis [Member] Level 2 [Member]	Dec. 31, 2012 Nonrecurring basis [Member] Level 3 [Member]	Dec. 31, 2012 Minimum [Member]	Dec. 31, 2012 Maximum [Member]
Fair Value Inputs Assets Quantitative Information [Line Items]
Net investment in notes receivable					$ 43,136,956	$ 43,136,956	$ 515,354	$ 0	$ 0	$ 3,040,000
Credit loss on net investment in notes receivable							1,984,044
Discount rate on fixed notes receivable (in hundredths)											12.75%	17.00%
Discount rate on non recourse debt (in hundredths)	4.60%
Carrying value and fair value of notes receivable [Abstract]
Principal outstanding on fixed rate notes receivable					43,136,956	43,136,956	515,354	0	0	3,040,000
Principal outstanding on fixed rate non-recourse debt	69,250,000	53,000,000	17,500,000	0	69,250,000	70,539,617
Other liabilities					$ 5,686,792	$ 5,686,792

XML

Net Investment in Finance Lease (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 20, 2012	Jun. 04, 2012	Dec. 31, 2011	Dec. 20, 2011	Dec. 19, 2011	Dec. 31, 2012 Fund Fourteen [Member]	Dec. 19, 2011 Fund Fourteen [Member]	Dec. 20, 2012 ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. [Member]	Feb. 15, 2013 ICON Leasing Fund Fifteen, LLC [Member]	Dec. 19, 2011 ICON Leasing Fund Fifteen, LLC [Member]	Aug. 11, 2011 ICON Leasing Fund Fifteen, LLC [Member]
Net Investment in Finance Lease [Abstract]
Minimum rents receivable	$ 38,214,311			$ 1,786,018
Estimated residual value	328,192			328,191
Initial direct costs	589,698			40,812
Unearned income	(14,005,501)			(473,570)
Net investment in finance lease	25,126,700			1,681,451
Schedule of Equity Method Investments [Line Items]
Interest in joint venture (in hundredths)								40.00%		58.00%	60.00%	29.20%
Maximum purchase price of the vessel						25,000,000
Amount funded by joint venture					9,000,000
Term of contract	9 years
Purchase price of vessel	24,869,000
Non-recourse long-term debt	69,250,000	53,000,000	17,500,000	0					53,000,000
Note receivable from joint venture	3,664,000						2,442,000
Interest rate of note payable (in hundredths)	17.00%
Non-cancelable minimum annual amounts due [Abstract]
2013	5,121,782
2014	4,764,579
2015	4,407,375
2016	4,419,450
2017	4,407,375
Thereafter	15,093,750
Total	$ 38,214,311

XML

Income Tax Reconciliation (unaudited) (Details) (USD $)	5 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Income Tax Reconciliation (unaudited) [Abstract]
Partners' capital	$ 26,636,467	$ 123,527,101	$ 26,636,467
Partners' capital for federal income tax purposes	30,064,995	132,774,136	30,064,995
Reconciliation of net loss for federal income tax purposes [Abstract]
Net loss attributable to Fund Fifteen per consolidated financial statements	(1,141,290)	(2,275,472)	(1,141,290)
Rental income		7,873	0
Depreciation and amortization		33,209	17,613
Tax loss from consolidated joint ventures		(8,669,617)	(365)
Other		1,598,011	34,851
Net loss attributable to Fund Fifteen for federal income tax purposes		$ (9,305,996)	$ (1,089,191)

XML

Net Investment in Notes Receivable

12 Months Ended

Dec. 31, 2012

Net Investment in Notes Receivable [Abstract]

Net Investment in Notes Receivable

(3)   Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

	December 31,
	2012			2011
Principal outstanding	$	42,538,932		$	12,148,947
Initial direct costs		3,282,650			1,060,602
Deferred fees		(724,626	)		(194,849	)
Credit loss reserve		(1,960,000	)		-
Net investment in notes receivable	$	43,136,956		$	13,014,700

On October 27, 2011, the Partnership made a term loan to NTS Communications, Inc. (formerly known as Xfone USA, Inc.) and certain of its affiliates (collectively, "NTS") in the amount of $6,850,000. The loan bears interest at 12.75% per year and matures in July 2017. The loan is secured by a first priority security interest in substantially all of NTS's assets and a mortgage over certain real property.

On November 22, 2011, the Partnership made a $5,298,947 second priority term loan to Ensaimada S.A. The loan bears interest at 17% per year and the entire principal amount matures in November 2016. The loan is secured by a second priority security interest in a dry bulk carrier, its earnings and the equity interests of Ensaimada. All of Ensaimada's obligations under the loan agreement are guaranteed by N&P Shipping Co. and one of N&P's shareholders.

On February 3, 2012, the Partnership made a term loan in the amount of $7,250,000 to subsidiaries of Revstone Transportation, LLC (collectively, "Revstone"). The loan bore interest at 15% per year and was for a period of 60 months. The loan was secured by all of Revstone's assets, including a mortgage on real property. In addition, the Partnership agreed to make a secured capital expenditure loan (the "CapEx Loan"). Between April and October of 2012, Revstone borrowed approximately $1,153,000 in connection with the CapEx Loan. The CapEx Loan bore interest at 17% per year and was to mature on March 1, 2017. The CapEx Loan was secured by a first priority security interest in the automotive manufacturing equipment purchased with the proceeds from the CapEx Loan and a second priority security interest in the term loan collateral. On November 15, 2012, Revstone satisfied its obligations in connection with the term loan and the CapEx Loan by making a prepayment of approximately $8,394,000, which included a prepayment fee of approximately $396,000.

On February 29, 2012, the Partnership made a term loan in the amount of $2,000,000 to VAS Aero Services, LLC ("VAS"). The loan bears interest at variable rates ranging between 12% and 14.5% per year and is for a period of 33 months. The loan is secured by a second priority security interest in all of VAS's assets.

On March 9, 2012, the Partnership made a term loan in the amount of $5,000,000 to Kanza Construction, Inc. ("Kanza"). The loan bears interest at 13% per year and is for a period of 60 months. The loan is secured by all of Kanza's assets. As a result Kanza's unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on nonaccrual status and the Partnership recorded a credit loss reserve of $1,960,000 during the year ended December 31, 2012 based on the estimated value of the recoverable collateral. During the year ended December 31, 2012, Kanza repaid approximately $2,525,000 of principal, reducing the outstanding balance of the loan at December 31, 2012 to approximately $515,000. Finance income recognized on the loan prior to taking the credit loss reserve was approximately $97,000 for the year ended December 31, 2012. As a nonaccrual status loan, any future change in the fair value of the recoverable collateral will be recorded as an adjustment to credit loss. However, the net carrying amount of the loan will at no time exceed the recorded investment in the loan at the time it was deemed impaired.

On June 22, 2012, the Partnership increased the loan facility with NTS by making an additional $1,540,000 term loan to NTS. The loan bears interest at 12.75% per year and is for a period of 60 months. The loan is secured by, among other things, equipment used in NTS's high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers. In addition, on September 27, 2012, the Partnership made an additional term loan to NTS (the "Second Term Loan") in the amount of $1,127,500. The Second Term Loan bears interest at 12.75% per year and is for a period of 57 months. The loan is secured by the assets acquired with the proceeds from the Second Term Loan.

On July 10, 2012, the Partnership made a term loan in the amount of $5,750,000 to Vintage Partners, LLC. The loan bears interest at 15% per year and is for a period of 60 months. The loan is secured by, among other things, a first priority security interest in two containership vessels.

On July 24, 2012, the Partnership made a term loan in the amount of $2,500,000 to affiliates of Frontier Oilfield Services, Inc. (collectively, "Frontier"). The loan bears interest at 14% per year and is for a period of 66 months. The loan is secured by, among other things, a first priority interest in Frontier's saltwater disposal wells and related equipment and a second priority interest in Frontier's other assets, including real estate, machinery and accounts receivable.

On September 10, 2012, a joint venture with ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., an entity also managed by the Partnership's Investment Manager ("Fund Fourteen"), made a term loan in the amount of $12,410,000 to Superior as part of a $17,000,000 term loan facility. The loan bears interest at 12% per year and is for a period of 60 months. The loan is secured by, among other things, a first priority security interest in Superior's assets, including tube manufacturing and related equipment and a mortgage on real property, and a second priority security interest in Superior's accounts receivable and inventory. Pursuant to the terms of the joint venture, the Partnership had the right to contribute capital on or prior to the six month anniversary of the date the joint venture funded the loan. On December 31, 2012, the Partnership contributed capital of approximately $2,500,000 to the joint venture, inclusive of acquisition fees, which the joint venture then distributed to Fund Fourteen. After the distribution, the Partnership and Fund Fourteen's ownership interests in the joint venture were 20% and 80%, respectively. Immediately thereafter, the Partnership exchanged its 20% ownership interest in the joint venture for its proportionate share of the loan that was previously held by the joint venture. Upon the completion of the exchange, the joint venture was terminated. No gain or loss was recorded as a result of this transaction.

On October 4, 2012, the Partnership made a term loan in the amount of $7,000,000 to Ocean Product Tankers AS. The loan bears interest at 15% per year and is for a period of 60 months. The loan is secured by, among other things, a second priority mortgage on three product tanker vessels.

On December 17, 2012, the Partnership made a term loan in the amount of $5,800,000 to Platinum Energy Solutions, Inc. ("Platinum"). The loan bears interest at one-month London Interbank Offered Rate ("LIBOR"), subject to a 1% floor, plus 9% and is for a period of 48 months. The loan is secured by, among other things, Platinum's existing and thereafter acquired assets. The assets include heavy duty trucks, blending, pumping and conveyor trailers and hydraulic pumps used to facilitate oil well hydraulic fracturing, cleaning and servicing.

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Concentrations of Risk (Details)	5 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Concentration Risk [Line Items]
Number of lessees	1	3
Number of borrowers	2	2
Total assets concentration risk number of lessees	1	2
Total assets concentration risk number of borrowers	2
Total liabilities concentration risk number of lenders		2
Lessee [Member]
Concentration Risk [Line Items]
Total assets concentration risk (in hundredths)		50.60%
Lessees and Borrowers [Member]
Concentration Risk [Line Items]
Percentage of concentration risk (in hundredths)	100.00%	73.60%
Total assets concentration risk (in hundredths)	41.40%
Lenders [Member]
Concentration Risk [Line Items]
Total liabilities concentration risk (in hundredths)		88.40%

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Measurements [Abstract]

Financial Assets Measured at Fair Value on Nonrecurring Basis

The Partnership is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets and liabilities using fair value measurements. The Partnership's non-financial assets, such as leased equipment at cost, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The valuation of the Partnership's financial assets, such as notes receivable or financing leases, is included below only when fair value has been measured and recorded based on the fair value of the underlying collateral. The following table summarizes the valuation of the Partnership's material financial assets measured at fair value on a nonrecurring basis, of which the fair value information presented is not current but rather as of the date the impairment was recorded, and the carrying value of the asset at December 31, 2012:

	Carrying Value at		Fair Value at Impairment Date						Credit Loss for the Year Ended
	December 31, 2012		Level 1		Level 2		Level 3		December 31, 2012
Net investment in note receivable	$	515,354	$	-	$	-	$	3,040,000	$	1,984,044

Fair Value Information on Leased Assets and Liabilities

Fair value information with respect to certain of the Partnership's assets and liabilities is not separately provided since (i) the current accounting pronouncements do not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, approximates fair value due to their short-term maturities and variable interest rates. The estimated fair value of the Partnership's fixed-rate notes receivable and fixed-rate non-recourse debt was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on fixed-rate notes receivable was discounted at rates ranging between 12.75% and 17.0% per year. Principal outstanding on fixed-rate non-recourse debt and other liabilities was discounted at 4.6% per year.

	December 31, 2012
	Carrying Amount		Fair Value (Level 3)
Principal outstanding on fixed-rate notes receivable	$	43,136,956	$	43,136,956
Principal outstanding on fixed-rate non-recourse long-term debt	$	69,250,000	$	70,539,617
Other liabilities	$	5,686,792	$	5,686,792

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Transactions with Related Parties (Tables)

12 Months Ended

Dec. 31, 2012

Transactions with Related Parties [Abstract]

Fees and expenses paid or accrued

Fees and other expenses paid or accrued by the Partnership to the General Partner or its affiliates were as follows:

			Year Ended		Period from July 28, 2011 (Initial Closing Date) through
Entity	Capacity	Description	December 31, 2012		December 31, 2011
ICON Capital, LLC	Investment Manager	Organizational and offering expense reimbursements (1)	$	965,813	$	1,522,043
ICON Securities, LLC	Dealer-Manager	Dealer-manager fees (2)		3,491,716		937,460
ICON Capital, LLC	Investment Manager	Acquisition fees (3)		5,136,887		1,463,750
ICON Capital, LLC	Investment Manager	Management fees (4)		610,423		12,696
ICON Capital, LLC	Investment Manager	Administrative expense reimbursements (4)		4,362,097		1,109,362
Fund Fourteen	Noncontrolling interest	Interest expense (4)		404,531		17,189
			$	14,971,467	$	5,062,500

(1) Amount capitalized and amortized to partners' equity.

(2) Amount charged directly to partners' equity.

(3) Amount capitalized and amortized to operations.

(4) Amount charged directly to operations.

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Geographic Information (Details) (USD $)	5 Months Ended		12 Months Ended
	Dec. 31, 2011		Dec. 31, 2012
Revenue [Abstract]
Finance income	$ 294,664		$ 5,912,839
Rental income	0		3,085,624
Income from investment in joint venture	57,082		0
Long-lived assets [Abstract]
Net investment in finance leases	1,681,451		25,126,700
Net investment in notes receivable	13,014,700		43,136,956
Leased equipment at cost	0		98,872,792
Vessel	9,625,000		0
North America [Member]
Revenue [Abstract]
Finance income	211,760		2,970,334
Rental income			2,757,185
Income from investment in joint venture	57,082
Long-lived assets [Abstract]
Net investment in finance leases	1,681,451		1,207,663
Net investment in notes receivable	6,947,914		23,693,396
Leased equipment at cost			17,391,339
Vessel	0
Vessels [Member]
Revenue [Abstract]
Finance income	82,904	[1]	2,942,505	[1]
Rental income			328,439	[1]
Income from investment in joint venture	0	[1]
Long-lived assets [Abstract]
Net investment in finance leases	0	[1]	23,919,037	[1]
Net investment in notes receivable	6,066,786	[1]	19,443,560	[1]
Leased equipment at cost			81,481,453	[1]
Vessel	$ 9,625,000	[1]

[1] Vessels are generally free to trade worldwide.

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Geographic Information (Tables)

12 Months Ended

Dec. 31, 2012

Geographic Information [Abstract]

Geographic information for revenue and long-lived assets

Geographic information for revenue and long-lived assets, based on the country of origin, was as follows:

	Year Ended December 31, 2012
	North America			Vessels(a)			Total
Revenue:
Finance income		$	2,970,334		$	2,942,505		$	5,912,839
Rental income		$	2,757,185		$	328,439		$	3,085,624

	At December 31, 2012
Long-lived assets:
Net investment in finance leases		$	1,207,663	$	23,919,037	$	25,126,700
Net investment in notes receivable		$	23,693,396	$	19,443,560	$	43,136,956
Leased equipment at cost		$	17,391,339	$	81,481,453	$	98,872,792
(a) Vessels are generally free to trade worldwide.

	Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
	North America			Vessels(a)			Total
Revenue:
Finance income		$	211,760		$	82,904		$	294,664
Income from investment in joint venture		$	57,082		$	-		$	57,082

	At December 31, 2011
Long-lived assets:
Net investment in finance lease	$	1,681,451	$	-	$	1,681,451
Net investment in notes receivable	$	6,947,914	$	6,066,786	$	13,014,700
Vessel	$	-	$	9,625,000	$	9,625,000

(a) Vessels are generally free to trade worldwide.

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Selected Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data (unaudited) [Abstract]

Selected financial data, by quarter

The following table is a summary of selected financial data, by quarter:

	(unaudited) Quarters Ended in 2012											Year ended December 31,
	March 31,			June 30,			September 30,		December 31,			2012
Total revenue	$	708,964		$	1,102,577		$	3,060,622	$	4,163,074		$	9,035,237
Net (loss) income	$	(157,832	)	$	(2,704,317	)	$	491,420	$	112,974		$	(2,257,755	)
Net (loss) income attributable to Fund
Fifteen allocable to limited partners	$	(14,621	)	$	(2,593,703	)	$	394,782	$	(39,175	)	$	(2,252,717	)
Weighted average number of limited partnership interests outstanding		52,155			81,924			111,412		138,661			96,189
Net loss attributable to Fund
Fifteen per weighted average limited partnership interest outstanding	$	(0.28	)	$	(31.66	)	$	3.54	$	(0.28	)	$	(23.42	)

	(unaudited) Quarters Ended in 2011										Period from July 28, 2011 (Initial Closing Date) through
	March 31,		June 30,		September 30,			December 31,			December 31, 2011
Total revenue	$	-	$	-	$	40,712		$	318,586		$	359,298
Net loss	$	-	$	-	$	(450,498	)	$	(711,456	)	$	(1,161,954	)
Net loss attributable to Fund
Fifteen allocable to limited partners	$	-	$	-	$	(445,993	)	$	(683,884	)	$	(1,129,877	)
Weighted average number of limited partnership interests outstanding		-		-		5,333			20,492			14,085
Net loss attributable to Fund
Fifteen per weighted average limited partnership interest outstanding	$	-	$	-	$	(83.63	)	$	(33.37	)	$	(80.22	)

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2)   Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements of the Partnership have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP"). In the opinion of the General Partner, all adjustments considered necessary for a fair presentation have been included.

The consolidated financial statements include the accounts of the Partnership and its majority-owned subsidiaries and other controlled entities. All intercompany accounts and transactions have been eliminated in consolidation. In joint ventures where the Partnership has a controlling financial interest, the financial condition and results of operations of the joint venture are consolidated. Noncontrolling interest represents the minority owner's proportionate share of its equity in the joint venture. The noncontrolling interest is adjusted for the minority owner's share of the earnings, losses, investments and distributions of the joint venture.

The Partnership accounts for its noncontrolling interests in joint ventures where the Partnership has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the Partnership's original investments are recorded at cost and adjusted for its share of earnings, losses and distributions. The Partnership accounts for investments in joint ventures where the Partnership has virtually no influence over financial and operational matters using the cost method of accounting. In such cases, the Partnership's original investments are recorded at cost and any distributions received are recorded as revenue. All of the Partnership's investments in joint ventures are subject to its impairment review policy.

Net (loss) income attributable to the Partnership per weighted average Interest outstanding is based upon the weighted average number of Interests outstanding during the applicable period.

Cash

Cash includes cash in banks.

The Partnership's cash is held principally at two financial institutions and at times may exceed insured limits. The Partnership has placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

Debt Financing Costs

Expenses associated with the incurrence of debt are capitalized and amortized to interest expense over the term of the debt instrument using the effective interest rate method. These costs are included in other assets.

Leased Equipment at Cost

Investments in leased equipment are stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight-line basis over the lease term, which typically ranges from 3 to 8 years, to the asset's residual value.

The Investment Manager has an investment committee that approves each new equipment lease and other financing transaction. As part of its process, the investment committee determines the residual value, if any, to be used once the investment has been approved. The factors considered in determining the residual value include, but are not limited to, the creditworthiness of the potential lessee, 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. Residual values are reviewed for impairment in accordance with the Partnership's impairment review policy.

The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. The residual value is calculated using information from various external sources, such as trade publications, auction data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators.

Depreciation

The Partnership records depreciation expense on equipment when the lease is classified as an operating lease. In order to calculate depreciation, the Partnership first determines the depreciable base, which is the equipment cost less the estimated residual value at lease termination. Depreciation expense is recorded on a straight-line basis over the lease term.

Asset Impairments

The significant assets in the Partnership's portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. 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. If there is an indication of impairment, the Partnership will estimate the future cash flows (undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in the Partnership's consolidated statements of operations in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying equipment is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset and, if applicable, the remaining obligation to the non-recourse lender. Generally in the latter situation, the residual position relates to equipment subject to third-party non-recourse debt where the lessee remits its rental payments directly to the lender and the Partnership does not recover its residual position until the non-recourse debt is repaid in full. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. The Investment Manager's review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, 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.

Revenue Recognition

The Partnership leases equipment to third parties and each such lease is classified as either a finance lease or an operating lease, based upon the terms of each lease. For a finance lease, initial direct costs are capitalized and amortized over the lease term. For an operating lease, initial direct costs are included as a component of the cost of the equipment and depreciated over the lease term.

For finance leases, the Partnership records, at lease inception, 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. Billed operating lease receivables are included in accounts receivable until collected or written off. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate.

For notes receivable, the Partnership uses the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment.

Notes Receivable

Notes receivable are reported in the Partnership's consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans, net of any unamortized premiums or discounts on purchased loans. Unearned income, discounts and premiums are amortized to finance income in the Partnership's consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded separately from the outstanding balance in the Partnership's consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income. Notes receivable are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, the Partnership periodically reviews the creditworthiness of companies with payments outstanding less than 90 days. Based upon our Investment Manager's judgment, accounts may be placed in a non-accrual status. Accounts on a non-accrual status are only returned to an accrual status when the account has been brought current and the Partnership believes recovery of the remaining unpaid receivable is probable.

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

The Investment Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower's credit is analyzed using those credit ratings as well as the borrower's financial statements and other financial data deemed relevant.

As the Partnership's financing receivables, generally finance leases and notes receivable, are limited in number, the Partnership is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio based metrics and credit loss reserve. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a financing receivable becomes non-performing due to a borrower's missed scheduled payments or failed financial covenants, the Investment Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured. Material events would be specifically disclosed in the discussion of each financing receivable held.

Allowance for Doubtful Accounts

When evaluating the adequacy of the allowance for doubtful accounts, the Partnership estimates the uncollectibility of receivables by analyzing lessee, borrower and other counterparty concentrations, creditworthiness and current economic trends. The Partnership records an allowance for doubtful accounts when the analysis indicates that the probability of full collection is unlikely. Accounts receivable are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, the Partnership periodically reviews the creditworthiness of companies with payments outstanding less than 90 days. Based upon the Investment Manager's judgment, accounts may be placed in a non-accrual status. Accounts on a non-accrual status are only returned to an accrual status when the account has been brought current and the Partnership believes recovery of the remaining unpaid receivable is probable. Revenue on non-accrual accounts is recognized only when cash has been received. No allowance was deemed necessary at December 31, 2012 and 2011.

Initial Direct Costs

The Partnership capitalizes initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing transactions. The Partnership pays acquisition fees to the Investment Manager equal to 2.50% of the investment made by or on behalf of the Partnership, including, but not limited to, the cash paid, indebtedness incurred or assumed, and the excess of the collateral value of the Capital Assets over the amount of the investment, if any. These costs are amortized over the transaction term using the straight-line method for operating leases and the effective interest rate method for finance leases and notes receivable in the Partnership's consolidated statements of operations. Costs related to leases or other financing transactions that are not consummated are expensed as an acquisition expense in the Partnership's consolidated statements of operations.

Income Taxes

The Partnership is taxed as a partnership for federal and State income tax purposes. Therefore, no provision for federal and State income taxes has been recorded since the liability for such taxes is the responsibility of each of the individual partners rather than the Partnership. The Partnership is potentially subject to New York City unincorporated business tax ("UBT"), which is imposed on the taxable income of any active trade or business carried on in New York City. The UBT is imposed for each taxable year at a rate of approximately 4% of taxable income that is allocable to New York City. The Partnership's federal, State and local income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the applicable taxing authorities. All penalties and interest associated with income taxes are included in general and administrative expense on the consolidated statements of operations. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Partnership did not have any material liabilities recorded related to uncertain tax positions nor did it have any unrecognized tax benefits as of the periods presented herein.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates primarily include the determination of allowance for doubtful accounts, credit losses, depreciation, impairment losses, estimated useful lives and residual values. Actual results could differ from those estimates.

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Income Tax Reconciliation (unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Reconciliation (unaudited) [Abstract]

Reconciliation of net loss for income tax purposes

The following table reconciles net loss attributable to the Partnership for financial statement reporting purposes to the net loss attributable to the Partnership for federal income tax purposes for the periods ended December 31, 2012 and 2011:

	Year Ended December 31, 2012			Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
Net loss attributable to Fund Fifteen per consolidated financial statements	$	(2,275,472	)	$	(1,141,290	)
Rental income		7,873			-
Depreciation and amortization		33,209			17,613
Tax loss from consolidated joint ventures		(8,669,617	)		(365	)
Other		1,598,011			34,851
Net loss attributable to Fund Fifteen for federal income tax purposes	$	(9,305,996	)	$	(1,089,191	)

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Revolving Line of Credit, Recourse (Details) (USD $)	12 Months Ended
	Dec. 31, 2012
Line of Credit Facility [Line Items]
Initial borrowing capacity	$ 5,000,000
Remaining borrowing capacity	4,888,698
Maximum borrowing capacity	10,000,000
Number of separate non-prime rate advances	5
Basis spread (in hundredths)	2.50%
Minimum interest rate (in hundredths)	4.00%
Commitment fee (in hundredths)	0.50%
Outstanding borrowings under the facility	$ 0

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Consolidated Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
Assets
Cash	$ 37,990,933	$ 5,383,978
Net investment in notes receivable	43,136,956	13,014,700
Leased equipment at cost (less accumulated depreciation of $2,167,417 and $0, respectively)	98,872,792	0
Net investment in finance leases	25,126,700	1,681,451
Vessel	0	9,625,000
Deferred charges	832,164	1,236,399
Other assets	2,314,802	494,942
Total assets	208,274,347	31,436,470
Liabilities:
Non-recourse long-term debt	69,250,000	0
Due to General Partner and affiliates	3,041,918	3,420,832
Accrued expenses and other liabilities	6,059,960	349,835
Total liabilities	78,351,878	3,770,667
Commitments and contingencies (Note 13)
Partners' equity
Limited partners	123,633,993	26,651,016
General Partner	(106,892)	(14,549)
Total partners' equity	123,527,101	26,636,467
Noncontrolling interests	6,395,368	1,029,336
Total equity	129,922,469	27,665,803
Total liabilities and equity	$ 208,274,347	$ 31,436,470

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Commitments and Contingencies (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Commitments and Contingencies [Abstract]
Restricted cash	$ 500,000	$ 0
Present value of remarketing agreement	$ 108,000

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Consolidated Statement of Cash Flows (USD $)	5 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Cash flows from operating activities:
Net loss	$ (1,161,954)	$ (2,257,755)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Finance income	17,168	535,512
Income from investment in joint venture	(57,082)	0
Depreciation	0	2,167,417
Interest expense from amortization of debt financing costs	6,609	60,407
Interest expense, other	0	14,539
Credit loss	0	1,984,044
Paid-in-kind interest	0	285,057
Changes in operating assets and liabilities:
Distributions from joint venture	57,082	0
Other assets	(490,103)	(1,081,893)
Deferred revenue	0	14,033
Due to General Partner and affiliates, net	415,073	139,362
Accrued expenses and other liabilities	349,835	314,857
Net cash provided by (used in) operating activities	(863,372)	2,175,580
Cash flows from investing activities:
Purchase of equipment	(9,625,000)	(57,605,291)
Investment in joint ventures	(1,835,843)	(2,546,245)
Distributions received from joint venture in excess of profit	101,674	0
Principal received on net investment in finance leases	67,446	1,347,637
Investment in notes receivable	(13,036,723)	(41,253,969)
Principal received on notes receivable	0	11,212,670
Net cash used in investing activities	(24,328,446)	(88,845,198)
Cash flows from financing activities:
Redemption of limited partnership interest	(1,000)	0
Proceeds from non-recourse long-term debt	0	17,500,000
Repayment of non-recourse long-term debt	0	(1,250,000)
Proceeds from not payable issued by joint venture	2,800,000	0
Repayment of note payable issued by joint venture	0	(642,600)
Sale of limited partnership interests	31,466,931	118,974,590
Sales and offering expenses paid	(3,078,311)	(11,491,157)
Deferred charges paid	(1,350,000)	(1,114,151)
Investment in joint ventures by noncontrolling interests	1,050,000	5,581,606
Distributions to noncontrolling interests	0	(350,791)
Debt financing costs	0	(971,250)
Cash distributions to partners	(312,825)	(6,959,674)
Net cash provided by financing activities	30,574,795	119,276,573
Net increase in cash	5,382,977	32,606,955
Cash, beginning of year	1,001	5,383,978
Cash, end of year	5,383,978	37,990,933
Supplemental disclosure of cash flow information:
Cash paid for interest	0	522,181
Supplemental disclosure of non-cash investing and financing activities:
Organizational and offering expenses due to Investment Manager	191,043	23,705
Organizational and offering expenses charged to equity	285,644	1,370,048
Dealer-manager fees due to ICON Securities	11,491	0
Reclassification of vessel to net investment in finance leases	0	9,625,000
Debt financing costs paid by noncontrolling interest	0	117,500
Distributions due to General Partner	904	0
Exchange of noncontrolling interest in investment in joint venture for net investment in finance lease	1,741,721	0
Equipment purchased with non-recourse long-term debt paid directly by lender	0	5,678,919
Equipment purchased with subordinated financing provided by seller	0	53,000,000
Exchange of noncontrolling interest in investment in joint venture for net investment in note receivable	$ 0	$ 2,546,245

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Net Investment in Notes Receivable (Details) (USD $)	12 Months Ended			0 Months Ended					12 Months Ended									0 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Feb. 03, 2012 Revstone Transportation, LLC Term Loan [Member]	Nov. 15, 2012 Revstone Transportation, LLC CapEx Loan [Member]	Oct. 31, 2012 Revstone Transportation, LLC CapEx Loan [Member]	Feb. 29, 2012 VAS Aero Services, LLC Term Loan [Member]	Feb. 29, 2012 VAS Aero Services, LLC Term Loan [Member] Minimum [Member]	Feb. 29, 2012 VAS Aero Services, LLC Term Loan [Member] Maximum [Member]	Dec. 31, 2012 Kanza Construction, Inc., Term Loan [Member]	Mar. 09, 2012 Kanza Construction, Inc., Term Loan [Member]	Jun. 22, 2012 NTS Communication [Member]	Oct. 27, 2011 NTS Communication [Member]	Sep. 27, 2012 NTS Second Term Loan [Member]	Jul. 10, 2012 Vintage Partners, LLC Term Loan [Member]	Jul. 24, 2012 Affiliates of Frontier Oilfield Services, Inc Secured Term Loan [Member]	Oct. 04, 2012 Ocean Product Tankers AS [Member]	Sep. 12, 2012 Ocean Product Tankers AS [Member]	Dec. 17, 2012 Platinum Energy Solutions, Inc. Secured Term Loan [Member]	Dec. 31, 2012 Platinum Energy Solutions, Inc. Secured Term Loan [Member]	Dec. 31, 2012 Superior Secured Term Loan [Member]	Dec. 31, 2012 Superior Secured Term Loan [Member] ICON ECI Fund Fifteen, L.P. [Member]	Sep. 10, 2012 Superior Secured Term Loan [Member] ICON ECI Fund Fifteen, L.P. [Member]	Sep. 10, 2012 Superior Secured Term Loan [Member] ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. [Member]	Nov. 22, 2011 Ensaimada SA [Member]
Schedule of Notes Receivable [Abstract]
Principal outstanding	$ 42,538,932	$ 12,148,947
Initial direct costs	3,282,650	1,060,602
Deferred fees	(724,626)	(194,849)
Credit loss reserve	(1,960,000)	0
Net investment in notes receivable	43,136,956	13,014,700
Face amount of loan made by the Partnership			7,250,000		1,153,000	2,000,000				5,000,000	1,540,000	6,850,000	1,127,500	5,750,000	2,500,000	7,000,000		5,800,000		12,410,000				5,298,947
Maximum amount of loan facility available	17,000,000
Interest rate (in hundredths)			15.00%		17.00%		12.00%	14.50%		13.00%	12.75%	12.75%	12.75%	15.00%	14.00%	15.00%				12.00%				17.00%
Term of note receivable			60 months			33 months				60 months	60 months		57 months	60 months	66 months	60 months		48 months		60 months
Loss on settlement of notes receivable				396,000
Loss reserve recorded									1,960,000
Repayment of principal				8,394,000					2,525,000
Carrying value of nonaccrual status loan									515,000
Finance recognized on impaired loan									97,000
Number of product tanker vessels acquired																	3
Description of variable rate basis																		one-month LIBOR (subject to a 1% floor)
Floor rate (in hundredths)																			1.00%
Basis spread on variable rate (in hundredths)																		9.00%
Value of assets securing loan																			69,000,000
Period of right to contribute capital																				6 months
Contribution to joint venture																					$ 2,500,000
Interest in joint venture (in hundredths)																						20.00%	80.00%

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Schedule II - Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts [Text Block]

Schedule II - Valuation and Qualifying Accounts
Description	Balance at Beginning of Year		Additions Charged to Costs and Expenses		Additions Charged to Notes Receivable		Deduction		Balance at End of Year
Deducted from asset accounts:
Year Ended December 31, 2012
Credit loss reserve	$	-	$	1,960,000	$	-	$	-	$	1,960,000

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Leased Equipment at Cost (Details) (USD $)									12 Months Ended
	Dec. 31, 2012	Dec. 20, 2012	Jun. 04, 2012	Dec. 31, 2011	Aug. 03, 2012 ICON ECI Partners, L.P. [Member]	Jun. 29, 2012 ICON ECI Partners, L.P. [Member]	Jun. 29, 2012 ICON ECI Fund Fifteen, L.P. [Member]	Dec. 20, 2012 ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. [Member]	Dec. 31, 2012 Marine Vessels [Member]	Dec. 20, 2012 Marine Vessels [Member]	Dec. 20, 2012 Marine Vessels [Member] ICON ECI Fund Fifteen, L.P. [Member]	Dec. 20, 2012 Marine Vessels [Member] ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. [Member]	Dec. 31, 2012 Mining Equipment [Member]	Aug. 03, 2012 Mining Equipment [Member]	Jun. 29, 2012 Mining Equipment [Member]	Aug. 03, 2012 Mining Equipment [Member] ICON ECI Fund Fifteen, L.P. [Member]
Property, Plant and Equipment [Line Items]
Leased equipment at cost	$ 101,040,209								$ 81,651,931				$ 19,388,278
Less. Accumulated depreciation	(2,167,417)
Leased equipment at cost, less accumulated depreciation	98,872,792			0
Joint venture, ownership percentage (in hundredths)		80.00%	60.00%		4.00%	5.80%	94.20%				80.00%	20.00%				96.00%
Purchase price of equipment										82,000,000				10,519,000	8,582,000
Cash paid									20,800,000
Term of lease														39 months	39 months
Non-recourse long-term debt	69,250,000	53,000,000	17,500,000	0				53,000,000
Subordinated seller credit for vessel finance								8,200,000
Bareboat charter term		8 years
Aggregate annual minimum future rentals receivable [Abstract]
2013	15,870,176
2014	15,883,676
2015	14,648,988
2016	9,882,000
2017	9,855,000
Thereafter	29,295,000
Minimum future rentals receivable, Total	$ 95,434,840

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Net Investment in Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2012

Net Investment in Notes Receivable [Abstract]

Net Investments in Notes Receivable

Net investment in notes receivable consisted of the following:

	December 31,
	2012			2011
Principal outstanding	$	42,538,932		$	12,148,947
Initial direct costs		3,282,650			1,060,602
Deferred fees		(724,626	)		(194,849	)
Credit loss reserve		(1,960,000	)		-
Net investment in notes receivable	$	43,136,956		$	13,014,700

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Organization

12 Months Ended

Dec. 31, 2012

Organization [Abstract]

Organization

(1)   Organization

ICON ECI Fund Fifteen, L.P. (the "Partnership") was formed on September 23, 2010 as a Delaware limited partnership. The initial capitalization of the Partnership was $1,001. The Partnership will continue until December 31, 2025, unless terminated sooner. The Partnership is offering limited partnership interests ("Interests") on a "best efforts" basis with the intention of raising up to $418,000,000 of capital, consisting of 420,000 Interests, of which 20,000 have been reserved for the Partnership's distribution reinvestment plan (the "DRIP Plan"). The DRIP Plan allows limited partners to purchase Interests with distributions received from the Partnership and/or certain affiliates of the Partnership.

At any time prior to the time that the offering of Interests is terminated, the Partnership may, at its sole discretion, increase the offering to a maximum of up to $618,000,000 of capital, consisting of 620,000 Interests; provided, however, that the offering period may not be extended in connection with such change. The Partnership is currently in its offering period, which commenced on June 6, 2011 and is anticipated to end no later than June 6, 2013.

With the proceeds from Interests sold, the Partnership will (i) primarily originate or acquire a diverse pool of investments in domestic and global companies, which investments will primarily be structured as debt and debt-like financings (such as loans and leases) that are collateralized by equipment and other corporate infrastructure (collectively, "Capital Assets") utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that ICON GP 15, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), believes will provide the Partnership with a satisfactory, risk-adjusted rate of return, (ii) pay fees and expenses, and (iii) establish a cash reserve. The General Partner will make investment decisions on behalf of and manage the business of the Partnership. Additionally, the General Partner has a 1% interest in the profits, losses, cash distributions and liquidation proceeds of the Partnership.

As of July 28, 2011 (the "Initial Closing Date"), the Partnership raised a minimum of $1,200,000 from the sale of Interests, at which time the Partnership commenced operations. Upon the commencement of operations on the Initial Closing Date, the Partnership returned the initial capital contribution of $1,000 to ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. and the investment manager of the Partnership (the "Investment Manager"). From the commencement of our offering on June 6, 2011 through December 31, 2012, the Partnership sold 150,972 Interests to 3,652 limited partners, representing $150,441,521 of capital contributions. Investors from the Commonwealth of Pennsylvania and the State of Tennessee were not admitted until the Partnership raised total equity in the amount of $20,000,000, which the Partnership achieved on November 17, 2011. During the period from the Initial Closing Date through December 31, 2012, the Partnership paid or accrued the following commissions and fees in connection with its offering of Interests: (i) sales commissions to third parties in the amount of $10,140,294 and (ii) dealer-manager fees in the amount of $4,429,176 to ICON Securities, LLC, formerly known as ICON Securities Corp., an affiliate of the General Partner and the dealer-manager of the offering of the Interests ("ICON Securities"). In addition, during such period, the General Partner and its affiliates, on behalf of the Partnership, incurred organizational and offering expenses in the amount of $2,487,856. From the Initial Closing Date through December 31, 2012, organizational and offering expenses in the amount of $1,370,048 was recorded as a reduction of partners' equity.

Partners' capital accounts are increased for their initial capital contribution plus their proportionate share of earnings and decreased by their proportionate share of losses and distributions. Profits, losses, cash distributions and liquidation proceeds are allocated 99% to the limited partners and 1% to the General Partner until the aggregate amount of cash distributions paid to limited partners equals the sum of the limited partners' aggregate capital contributions, plus an 8% cumulative annual return on their aggregate unreturned capital contributions, compounded daily. After such time, distributions will be allocated 90% to the limited partners and 10% to the General Partner.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Assets
Leased equipment, accumulated depreciation	$ 2,167,417	$ 0

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Geographic Information

12 Months Ended

Dec. 31, 2012

Geographic Information [Abstract]

Geographic Information

(11) Geographic Information

Geographic information for revenue and long-lived assets, based on the country of origin, was as follows:

	Year Ended December 31, 2012
	North America			Vessels(a)			Total
Revenue:
Finance income		$	2,970,334		$	2,942,505		$	5,912,839
Rental income		$	2,757,185		$	328,439		$	3,085,624

	At December 31, 2012
Long-lived assets:
Net investment in finance leases		$	1,207,663	$	23,919,037	$	25,126,700
Net investment in notes receivable		$	23,693,396	$	19,443,560	$	43,136,956
Leased equipment at cost		$	17,391,339	$	81,481,453	$	98,872,792
(a) Vessels are generally free to trade worldwide.

	Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
	North America			Vessels(a)			Total
Revenue:
Finance income		$	211,760		$	82,904		$	294,664
Income from investment in joint venture		$	57,082		$	-		$	57,082

	At December 31, 2011
Long-lived assets:
Net investment in finance lease	$	1,681,451	$	-	$	1,681,451
Net investment in notes receivable	$	6,947,914	$	6,066,786	$	13,014,700
Vessel	$	-	$	9,625,000	$	9,625,000
(a) Vessels are generally free to trade worldwide.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Mar. 21, 2013	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ICON ECI FUND FIFTEEN, L.P.
Entity Central Index Key	0001502519
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		172,216
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

(12)  Commitments and Contingencies

At the time the Partnership acquires or divests of its interest in Capital Assets, the Partnership may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. The General Partner believes that any liability of the Partnership that may arise as a result of any such indemnification obligations will not have a material adverse effect on the consolidated financial condition or results of operations of the Partnership taken as a whole.

In connection with certain investments, the Partnership is required to maintain restricted cash accounts with certain banks. Restricted cash of approximately $500,000 and $0 is presented within other assets in the Partnership's consolidated balance sheets at December 31, 2012 and 2011, respectively.

The Partnership has entered into a remarketing agreement with a third party. Residual proceeds received in excess of specific amounts will be shared with this third party in accordance with the terms of the remarketing agreement. The present value of the obligation related to this agreement is approximately $108,000 at December 31, 2012.

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Consolidated Statement of Operations (USD $)	5 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Revenue:
Finance income	$ 294,664	$ 5,912,839
Rental income	0	3,085,624
Income from investment in joint venture	57,082	0
Other income	7,552	36,774
Total revenue	359,298	9,035,237
Expenses:
Management fees	12,696	610,423
Administrative expense reimbursements	1,109,362	4,362,097
General and administrative	294,905	1,002,665
Interest	42,944	1,166,346
Depreciation	0	2,167,417
Credit loss	0	1,984,044
Other	61,345	0
Total expenses	1,521,252	11,292,992
Net loss	(1,161,954)	(2,257,755)
Less: net income (loss) attributable to noncontrolling interests	(20,664)	17,717
Net loss attributable to Fund Fifteen per consolidated financial statements	(1,141,290)	(2,275,472)
Net loss attributable to Fund Fifteen allocable to:
Limited partners	(1,129,877)	(2,252,717)
General Partner	(11,413)	(22,755)
Net loss attributable to Fund Fifteen	$ (1,141,290)	$ (2,275,472)
Weighted average number of limited partnership interests outstanding (in shares)	14,085	96,189
Net loss attributable to Fund Fifteen per weighted average limited partnership interest outstanding (in dollars per share)	$ (80.22)	$ (23.42)

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Non-Recourse Long-Term Debt

12 Months Ended

Dec. 31, 2012

Non-Recourse Long-Term Debt [Abstract]

Non-Recourse Long-Term Debt

(6)   Non-Recourse Long-Term Debt

The Partnership had $69,250,000 of non-recourse long-term debt at December 31, 2012.

On June 4, 2012, a joint venture owned 60% by the Partnership and 40% by Fund Fourteen drew down on its loan facility with DVB Bank SE in the amount of $17,500,000 at a fixed rate of 4.997% to purchase the vessel, Lewek Ambassador. On December 20, 2012, a joint venture owned 80% by the Partnership and 20% by Fund Fourteen drew down on its loan facility with DVB Bank SE in the amount of $53,000,000 at a fixed rate of 4.6% to purchase the vessel, Hoegh Copenhagen.

The aggregate maturities of non-recourse long-term debt over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	6,916,667
2014		6,916,667
2015		6,916,667
2016		6,916,667
2017		6,916,667
Thereafter		34,666,665
	$	69,250,000

At December 31, 2012, the Partnership was in compliance with all covenants related to non-recourse long-term debt.

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Net Investment in Finance Lease

12 Months Ended

Dec. 31, 2012

Net Investment in Finance Lease [Abstract]

Net Investment in Finance Leases

(5)   Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

	December 31,
	2012			2011
Minimum rents receivable	$	38,214,311		$	1,786,018
Estimated residual values		328,192			328,191
Initial direct costs		589,698			40,812
Unearned income		(14,005,501	)		(473,570	)
Net investment in finance leases	$	25,126,700		$	1,681,451

On June 9, 2011, ICON Juniper II, LLC, a joint venture with Fund Fourteen, purchased approximately $6,359,000 of information technology equipment and simultaneously leased the equipment to Global Crossing Telecommunications, Inc. ("Global Crossing"). The base term of the lease schedule is for a period of 36 months, commencing on July 1, 2011. Pursuant to the terms of the joint venture, the Partnership had the right to contribute capital on, or prior to, the six-month anniversary of the date the joint venture acquired the equipment. On August 11, 2011, the Partnership contributed approximately $1,836,000 of capital, inclusive of acquisition fees, to ICON Juniper II, after which the Partnership's and Fund Fourteen's ownership interests in the joint venture were approximately 29.2% and 70.8%, respectively.

On October 20, 2011, the Partnership exchanged its 29.2% ownership interest in the joint venture for its proportionate share of the lease schedules that were previously owned by the joint venture. Upon the completion of the exchange, the joint venture was terminated. No material gain or loss was recorded as a result of this transaction.

On December 19, 2011, the Partnership, through a joint venture owned 60% by the Partnership and 40% by Fund Fourteen, agreed to purchase the offshore support vessel, the Lewek Ambassador. The purchase price of the vessel was to be the lesser of $25,000,000 and the fair market value of the vessel as determined before the vessel's delivery date. On December 20, 2011, the joint venture funded $9,000,000 of the purchase price, with the remaining portion to be funded upon delivery of the vessel. Simultaneously with the initial funding, the joint venture entered into a bareboat charter with Gallatin Maritime Management for a period of nine years to commence on the delivery date of the vessel. The vessel was delivered on June 4, 2012 for a final purchase price of $24,869,000. The joint venture financed the remaining purchase price with non-recourse long-term debt totaling $17,500,000.

For the purpose of purchasing the Lewek Ambassador, the joint venture was initially capitalized using a combination of debt and equity. As of December 31, 2012, the joint venture has recorded notes payable to the Partnership and Fund Fourteen in the amounts of approximately $3,664,000 and $2,442,000, respectively. The notes bear interest at 17% per year and mature on June 4, 2019. As the joint venture is consolidated by the Partnership, the note payable between the joint venture and the Partnership is eliminated in consolidation. The note payable to Fund Fourteen is presented within due to General Partner and affiliates on the consolidated balance sheets.

Non cancelable minimum annual amounts due on investment in finance leases over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	5,121,782
2014		4,764,579
2015		4,407,375
2016		4,419,450
2017		4,407,375
Thereafter		15,093,750
	$	38,214,311

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

The accompanying consolidated financial statements of the Partnership have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP"). In the opinion of the General Partner, all adjustments considered necessary for a fair presentation have been included.

The consolidated financial statements include the accounts of the Partnership and its majority-owned subsidiaries and other controlled entities. All intercompany accounts and transactions have been eliminated in consolidation. In joint ventures where the Partnership has a controlling financial interest, the financial condition and results of operations of the joint venture are consolidated. Noncontrolling interest represents the minority owner's proportionate share of its equity in the joint venture. The noncontrolling interest is adjusted for the minority owner's share of the earnings, losses, investments and distributions of the joint venture.

The Partnership accounts for its noncontrolling interests in joint ventures where the Partnership has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the Partnership's original investments are recorded at cost and adjusted for its share of earnings, losses and distributions. The Partnership accounts for investments in joint ventures where the Partnership has virtually no influence over financial and operational matters using the cost method of accounting. In such cases, the Partnership's original investments are recorded at cost and any distributions received are recorded as revenue. All of the Partnership's investments in joint ventures are subject to its impairment review policy.

Net (loss) income attributable to the Partnership per weighted average Interest outstanding is based upon the weighted average number of Interests outstanding during the applicable period.

Cash

Cash

Cash includes cash in banks.

The Partnership's cash is held principally at two financial institutions and at times may exceed insured limits. The Partnership has placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

Debt Financing Costs

Debt Financing Costs

Expenses associated with the incurrence of debt are capitalized and amortized to interest expense over the term of the debt instrument using the effective interest rate method. These costs are included in other assets.

Leased Equipment at Cost

Leased Equipment at Cost

Investments in leased equipment are stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight-line basis over the lease term, which typically ranges from 3 to 8 years, to the asset's residual value.

The Investment Manager has an investment committee that approves each new equipment lease and other financing transaction. As part of its process, the investment committee determines the residual value, if any, to be used once the investment has been approved. The factors considered in determining the residual value include, but are not limited to, the creditworthiness of the potential lessee, 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. Residual values are reviewed for impairment in accordance with the Partnership's impairment review policy.

The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. The residual value is calculated using information from various external sources, such as trade publications, auction data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators.

Depreciation

Depreciation

The Partnership records depreciation expense on equipment when the lease is classified as an operating lease. In order to calculate depreciation, the Partnership first determines the depreciable base, which is the equipment cost less the estimated residual value at lease termination. Depreciation expense is recorded on a straight-line basis over the lease term.

Asset Impairments

Asset Impairments

The significant assets in the Partnership's portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. 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. If there is an indication of impairment, the Partnership will estimate the future cash flows (undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in the Partnership's consolidated statements of operations in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying equipment is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset and, if applicable, the remaining obligation to the non-recourse lender. Generally in the latter situation, the residual position relates to equipment subject to third-party non-recourse debt where the lessee remits its rental payments directly to the lender and the Partnership does not recover its residual position until the non-recourse debt is repaid in full. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. The Investment Manager's review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, 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.

Revenue Recognition

Revenue Recognition

The Partnership leases equipment to third parties and each such lease is classified as either a finance lease or an operating lease, based upon the terms of each lease. For a finance lease, initial direct costs are capitalized and amortized over the lease term. For an operating lease, initial direct costs are included as a component of the cost of the equipment and depreciated over the lease term.

For finance leases, the Partnership records, at lease inception, 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. Billed operating lease receivables are included in accounts receivable until collected or written off. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate.

For notes receivable, the Partnership uses the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment.

Notes Receivable

Notes Receivable

Notes receivable are reported in the Partnership's consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans, net of any unamortized premiums or discounts on purchased loans. Unearned income, discounts and premiums are amortized to finance income in the Partnership's consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded separately from the outstanding balance in the Partnership's consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income. Notes receivable are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, the Partnership periodically reviews the creditworthiness of companies with payments outstanding less than 90 days. Based upon our Investment Manager's judgment, accounts may be placed in a non-accrual status. Accounts on a non-accrual status are only returned to an accrual status when the account has been brought current and the Partnership believes recovery of the remaining unpaid receivable is probable.

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

The Investment Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower's credit is analyzed using those credit ratings as well as the borrower's financial statements and other financial data deemed relevant.

As the Partnership's financing receivables, generally finance leases and notes receivable, are limited in number, the Partnership is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio based metrics and credit loss reserve. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a financing receivable becomes non-performing due to a borrower's missed scheduled payments or failed financial covenants, the Investment Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured. Material events would be specifically disclosed in the discussion of each financing receivable held.

Allowance For Doubtful Accounts [Text Block]

Allowance for Doubtful Accounts

When evaluating the adequacy of the allowance for doubtful accounts, the Partnership estimates the uncollectibility of receivables by analyzing lessee, borrower and other counterparty concentrations, creditworthiness and current economic trends. The Partnership records an allowance for doubtful accounts when the analysis indicates that the probability of full collection is unlikely. Accounts receivable are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, the Partnership periodically reviews the creditworthiness of companies with payments outstanding less than 90 days. Based upon the Investment Manager's judgment, accounts may be placed in a non-accrual status. Accounts on a non-accrual status are only returned to an accrual status when the account has been brought current and the Partnership believes recovery of the remaining unpaid receivable is probable. Revenue on non-accrual accounts is recognized only when cash has been received. No allowance was deemed necessary at December 31, 2012 and 2011.

Initial Direct Costs

Initial Direct Costs

The Partnership capitalizes initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing transactions. The Partnership pays acquisition fees to the Investment Manager equal to 2.50% of the investment made by or on behalf of the Partnership, including, but not limited to, the cash paid, indebtedness incurred or assumed, and the excess of the collateral value of the Capital Assets over the amount of the investment, if any. These costs are amortized over the transaction term using the straight-line method for operating leases and the effective interest rate method for finance leases and notes receivable in the Partnership's consolidated statements of operations. Costs related to leases or other financing transactions that are not consummated are expensed as an acquisition expense in the Partnership's consolidated statements of operations.

Income Taxes

Income Taxes

The Partnership is taxed as a partnership for federal and State income tax purposes. Therefore, no provision for federal and State income taxes has been recorded since the liability for such taxes is the responsibility of each of the individual partners rather than the Partnership. The Partnership is potentially subject to New York City unincorporated business tax ("UBT"), which is imposed on the taxable income of any active trade or business carried on in New York City. The UBT is imposed for each taxable year at a rate of approximately 4% of taxable income that is allocable to New York City. The Partnership's federal, State and local income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the applicable taxing authorities. All penalties and interest associated with income taxes are included in general and administrative expense on the consolidated statements of operations. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Partnership did not have any material liabilities recorded related to uncertain tax positions nor did it have any unrecognized tax benefits as of the periods presented herein.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates primarily include the determination of allowance for doubtful accounts, credit losses, depreciation, impairment losses, estimated useful lives and residual values. Actual results could differ from those estimates.

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Selected Quarterly Financial Data (unaudited)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data (unaudited) [Abstract]

Selected Quarterly Financial Data (unaudited)

(13) Selected Quarterly Financial Data (unaudited)

The following table is a summary of selected financial data, by quarter:

	(unaudited) Quarters Ended in 2012											Year ended December 31,
	March 31,			June 30,			September 30,		December 31,			2012
Total revenue	$	708,964		$	1,102,577		$	3,060,622	$	4,163,074		$	9,035,237
Net (loss) income	$	(157,832	)	$	(2,704,317	)	$	491,420	$	112,974		$	(2,257,755	)
Net (loss) income attributable to Fund
Fifteen allocable to limited partners	$	(14,621	)	$	(2,593,703	)	$	394,782	$	(39,175	)	$	(2,252,717	)
Weighted average number of limited partnership interests outstanding		52,155			81,924			111,412		138,661			96,189
Net loss attributable to Fund
Fifteen per weighted average limited partnership interest outstanding	$	(0.28	)	$	(31.66	)	$	3.54	$	(0.28	)	$	(23.42	)

	(unaudited) Quarters Ended in 2011										Period from July 28, 2011 (Initial Closing Date) through
	March 31,		June 30,		September 30,			December 31,			December 31, 2011
Total revenue	$	-	$	-	$	40,712		$	318,586		$	359,298
Net loss	$	-	$	-	$	(450,498	)	$	(711,456	)	$	(1,161,954	)
Net loss attributable to Fund
Fifteen allocable to limited partners	$	-	$	-	$	(445,993	)	$	(683,884	)	$	(1,129,877	)
Weighted average number of limited partnership interests outstanding		-		-		5,333			20,492			14,085
Net loss attributable to Fund
Fifteen per weighted average limited partnership interest outstanding	$	-	$	-	$	(83.63	)	$	(33.37	)	$	(80.22	)

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

(9)   Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

· Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

· Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

· Level 3: Pricing inputs that are generally unobservable and cannot be corroborated by market data.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Partnership is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets and liabilities using fair value measurements. The Partnership's non-financial assets, such as leased equipment at cost, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The valuation of the Partnership's financial assets, such as notes receivable or financing leases, is included below only when fair value has been measured and recorded based on the fair value of the underlying collateral. The following table summarizes the valuation of the Partnership's material financial assets measured at fair value on a nonrecurring basis, of which the fair value information presented is not current but rather as of the date the impairment was recorded, and the carrying value of the asset at December 31, 2012:

	Carrying Value at		Fair Value at Impairment Date						Credit Loss for the Year Ended
	December 31, 2012		Level 1		Level 2		Level 3		December 31, 2012
Net investment in note receivable	$	515,354	$	-	$	-	$	3,040,000	$	1,984,044

The Partnership's collateral dependent note receivable was valued using inputs that are generally unobservable and cannot be corroborated by market data and are classified within Level 3. The Partnership utilized a market approach based on published market prices for fair value measurements of the collateral underlying the note receivable adjusted by the Investment Manager to reflect the age and location of such collateral.

Fair value information with respect to certain of the Partnership's assets and liabilities is not separately provided since (i) the current accounting pronouncements do not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, approximates fair value due to their short-term maturities and variable interest rates. The estimated fair value of the Partnership's fixed-rate notes receivable and fixed-rate non-recourse debt was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on fixed-rate notes receivable was discounted at rates ranging between 12.75% and 17.0% per year. Principal outstanding on fixed-rate non-recourse debt and other liabilities was discounted at 4.6% per year.

	December 31, 2012
	Carrying Amount		Fair Value (Level 3)
Principal outstanding on fixed-rate notes receivable	$	43,136,956	$	43,136,956
Principal outstanding on fixed-rate non-recourse long-term debt	$	69,250,000	$	70,539,617
Other liabilities	$	5,686,792	$	5,686,792

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Revolving Line of Credit, Recourse

12 Months Ended

Dec. 31, 2012

Revolving Line of Credit, Recourse [Abstract]

Revolving Line of Credit, Recourse

(7)    Revolving Line of Credit, Recourse

On May 10, 2011, the Partnership entered into an agreement with California Bank & Trust ("CB&T") for a revolving line of credit of up to $5,000,000 (the "Facility"), which is secured by all of the Partnership's assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, based on the present value of the future receivables under certain loans and lease agreements in which the Partnership has a beneficial interest. At December 31, 2012, the Partnership had $4,888,698 available under the Facility pursuant to the borrowing base.

The Facility has been extended through March 31, 2015 and increased to $10,000,000. The interest rate on general advances under the Facility is CB&T's prime rate. The Partnership may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the current LIBOR plus 2.5% per year. In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At December 31, 2012, there were no obligations outstanding under the Facility.

At December 31, 2012, the Partnership was in compliance with all covenants related to the Facility.

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2012

Transactions with Related Parties [Abstract]

Transactions with Related Parties

(8)  Transactions with Related Parties

The Partnership has entered into agreements with the General Partner, the Investment Manager and ICON Securities, whereby the Partnership pays certain fees and reimbursements to these parties. ICON Securities is entitled to receive a 3.0% dealer-manager fee from the gross proceeds from sales of Interests.

The Partnership pays the Investment Manager (i) an annual management fee, payable monthly, equal to 3.50% of the gross periodic payments due and paid from the Partnership's investments and (ii) acquisition fees, through the end of the operating period, equal to 2.50% of the total purchase price (including indebtedness incurred or assumed therewith) of, or the value of the Capital Assets secured by or subject to, each of the Partnership's investments.

The General Partner has a 1% interest in the Partnership's profits, losses, cash distributions and liquidation proceeds. In addition, the General Partner and its affiliates will be reimbursed for organizational and offering expenses incurred in connection with the Partnership's organization and offering of Interests and administrative expenses incurred in connection with the Partnership's operations.

Administrative expense reimbursements are costs incurred by the General Partner or its affiliates that are necessary to the Partnership's operations. These costs include the General Partner's and its affiliates' legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that are charged to the Partnership based upon the percentage of time such personnel dedicate to the Partnership. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in the General Partner.

The Partnership paid distributions to the General Partner of $69,588 and $3,137 for the year ended December 31, 2012 and for the period from the Initial Closing Date through December 31, 2011, respectively. The General Partner's interest in the Partnership's net loss was $22,755 and $11,413 for the year ended December 31, 2012 and for the period from the Initial Closing Date through December 31, 2011, respectively.

Fees and other expenses paid or accrued by the Partnership to the General Partner or its affiliates were as follows:

			Year Ended		Period from July 28, 2011 (Initial Closing Date) through
Entity	Capacity	Description	December 31, 2012		December 31, 2011
ICON Capital, LLC	Investment Manager	Organizational and offering expense reimbursements (1)	$	965,813	$	1,522,043
ICON Securities, LLC	Dealer-Manager	Dealer-manager fees (2)		3,491,716		937,460
ICON Capital, LLC	Investment Manager	Acquisition fees (3)		5,136,887		1,463,750
ICON Capital, LLC	Investment Manager	Management fees (4)		610,423		12,696
ICON Capital, LLC	Investment Manager	Administrative expense reimbursements (4)		4,362,097		1,109,362
Fund Fourteen	Noncontrolling interest	Interest expense (4)		404,531		17,189
			$	14,971,467	$	5,062,500

(1) Amount capitalized and amortized to partners' equity.

(2) Amount charged directly to partners' equity.

(3) Amount capitalized and amortized to operations.

(4) Amount charged directly to operations.

At December 31, 2012, the Partnership had a net payable of $3,041,918 due to the General Partner and its affiliates that primarily consisted of a payable of approximately $2,442,000 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador and administrative expense reimbursements of approximately $880,000. At December 31, 2011, the Partnership had a net payable of $3,420,832 due to the General Partner and its affiliates that primarily consisted of a note payable of $2,800,000 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador, administrative expense reimbursements of approximately $371,000 and organization and offering expense reimbursements of approximately $172,000.

From January 1, 2013 through March 21, 2013, the Partnership raised an additional $21,078,658 in capital contributions and paid or accrued dealer-manager fees to ICON Securities in the amount of $599,219.

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Concentrations of Risk

12 Months Ended

Dec. 31, 2012

Concentrations of Risk [Abstract]

Concentrations of Risk

(10) Concentrations of Risk

In the normal course of business, the Partnership is exposed to two significant types of economic risk: credit and market. Credit risk is the risk of a lessee, borrower or other counterparty's inability or unwillingness to make contractually required payments. Concentrations of credit risk with respect to lessees, borrowers or other counterparties are dispersed across different industry segments within the United States of America and throughout the world. Although the Partnership does not currently foresee a concentrated credit risk associated with its lessees, borrowers or other counterparties, contractual payments are dependent upon the financial stability of the industry segments in which such counterparties operate.

Market risk reflects the change in the value of debt instruments, derivatives and credit facilities due to changes in interest rate spreads or other market factors. The Partnership believes that the carrying value of its investments is reasonable, taking into consideration these risks, along with estimated collateral values, payment history and other relevant information.

At times, the Partnership's cash may exceed insured limits. The Partnership has placed these funds in high quality institutions in order to minimize the risk of loss relating to exceeding insured limits.

For the year ended December 31, 2012, the Partnership had three lessees and two borrowers that accounted for 73.6% of the Partnership's rental income and finance income. From the period from Initial Closing Date through December 31, 2011, the Partnership had one lessee and two borrowers that accounted for 100% of the Partnership's finance income.

As of December 31, 2012, the Partnership had two lessees that accounted for approximately 50.6% of total assets. As of December 31, 2011, the Partnership had one lessee and two borrowers that accounted for approximately 41.4% of total assets.

As of December 31, 2012, the Partnership had two lenders that accounted for 88.4% of total liabilities. The Partnership had no debt at December 31, 2011.

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2012
Basis of Presentation and Consolidation [Abstract]
Percentages of ownership interest for classification of equity method of investment (in hundredths)	50.00%
Deferred Charges [Abstract]
Estimated offering period	2 years
Notes Receivable [Abstract]
Minimum period to place receivable in non accrual status	90 days
Maximum period to review creditworthiness of outstanding payments	90 days
Initial Direct Costs [Abstract]
Acquisition fee (in hundredths)	2.50%
New York City [Member]
Operating Loss Carryforwards [Line Items]
City tax (in hundredths)	4.00%
Leased Equipment [Member] | Minimum [Member]
Operating Leased Assets [Line Items]
Useful life of leased equipment	3 years
Leased Equipment [Member] | Maximum [Member]
Operating Leased Assets [Line Items]
Useful life of leased equipment	8 years

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

(15)   Subsequent Events

On February 15, 2013, the Partnership, through a joint venture owned 58% by the Partnership, 38% by Fund Fourteen and 4% by ECI Partners, purchased onshore oil field services equipment for approximately $11,804,000. The equipment is subject to a 45-month lease with Go Frac, LLC that expires on November 30, 2016.

On March 1, 2013, the Partnership made a term loan in the amount of $7,200,000 to Heniff Transportation Systems, LLC and Heniff TTL, LLC (collectively, "Heniff"). The loan bears interest at 12.25% per year and is for a period of 42 months. The loan is secured by, among other things, a second priority security interest in and lien on Heniff's tractors, stainless steel tank trailers and related equipment and a second lien on Heniff's other assets.

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Net Investment in Finance Lease (Tables)

12 Months Ended

Dec. 31, 2012

Net Investment in Finance Lease [Abstract]

Net investment in finance leases

Net investment in finance leases consisted of the following:

	December 31,
	2012			2011
Minimum rents receivable	$	38,214,311		$	1,786,018
Estimated residual values		328,192			328,191
Initial direct costs		589,698			40,812
Unearned income		(14,005,501	)		(473,570	)
Net investment in finance leases	$	25,126,700		$	1,681,451

Non-cancelable minimum annual amounts due on the investment in the finance lease

Non cancelable minimum annual amounts due on investment in finance leases over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	5,121,782
2014		4,764,579
2015		4,407,375
2016		4,419,450
2017		4,407,375
Thereafter		15,093,750
	$	38,214,311

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Schedule II - Valuation and Qualifying Accounts (Details) (Allowance for credit losses [Member], USD $)	12 Months Ended
	Dec. 31, 2012
Allowance for credit losses [Member]
Schedule of Valuation and Qualifying Accounts [Abstract]
Balance at Beginning of Year	$ 0
Additions Charged to Costs and Expenses	1,960,000
Additions Charged to Notes Receivable	0
Deduction	0
Balance at End of Year	$ 1,960,000

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Transactions with Related Parties (Details) (USD $)	3 Months Ended	5 Months Ended		12 Months Ended
	Mar. 31, 2013	Dec. 31, 2011		Dec. 31, 2012
Transactions with Related Parties [Abstract]
Underwriting fee (in hundredths)				3.00%
Allocation of profits, losses, cash distributions and liquidation proceeds (in hundredths)				1.00%
Asset management fee (in hundredths)				3.50%
Acquisition fee (in hundredths)				2.50%
General Partner distributions		$ 3,137		$ 69,588
Net loss allocated to General Partner		(11,413)		(22,755)
Fees and expenses paid or accrued [Abstract]
Management fees		12,696		610,423
Administrative expense reimbursements		1,109,362		4,362,097
Interest expense on intercompany loan		42,944		1,166,346
Total		5,062,500		14,971,467
Due to general partner and affiliates		3,420,832		3,041,918
Note payable		2,800,000		2,442,000
Administrative expense reimbursement payable		371,000		880,000
Offering expense reimbursement payable		172,000
Sale of limited partnership interests	21,078,658	31,466,931		118,974,590
ICON Capital, LLC [Member]
Fees and expenses paid or accrued [Abstract]
Organizational and offering expenses reimbursements		1,522,043	[1]	965,813	[1]
Acquisition fees		1,463,750	[2]	5,136,887	[2]
Management fees		12,696	[3]	610,423	[3]
Administrative expense reimbursements		1,109,362	[3]	4,362,097	[3]
ICON Securities [Member]
Fees and expenses paid or accrued [Abstract]
Dealer-manager fees	599,219	937,460	[4]	3,491,716	[4]
Fund Fourteen [Member]
Fees and expenses paid or accrued [Abstract]
Interest expense on intercompany loan		$ 17,189	[3]	$ 404,531	[3]

[1] Amount capitalized and amortized to partners' equity.

[2] Amount capitalized and amortized to operations.

[3] Amount charged directly to operations.

[4] Amount charged directly to partners' equity.

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Consolidated Statement of Changes in Equity (USD $)	Limited Partner	General Partner	Total Partners Equity [Member]	Noncontrolling Interests [Member]	Total
Balance at Jul. 28, 2011	$ 1,000	$ 1	$ 1,001	$ 0	$ 1,001
Balance (in shares) at Jul. 28, 2011	1
Net loss	(1,129,877)	(11,413)	(1,141,290)	(20,664)	(1,161,954)
Redemption of limited partnership interest	(1,000)	0	(1,000)	0	(1,000)
Redemption of limited partnership interest (in shares)	(1)
Proceeds from sale of limited partnership interests	31,466,931	0	31,466,931	0	31,466,931
Proceeds from sale of limited partnership interests (in shares)	31,529
Sales and offering expenses	(3,375,446)	0	(3,375,446)	0	(3,375,446)
Cash distributions paid or accrued	(310,592)	(3,137)	(313,729)	0	(313,729)
Investments by noncontrolling interests	0	0	0	1,050,000	1,050,000
Balance at Dec. 31, 2011	26,651,016	(14,549)	26,636,467	1,029,336	27,665,803
Balance (in shares) at Dec. 31, 2011	31,529
Net loss	(2,252,717)	(22,755)	(2,275,472)	17,717	(2,257,755)
Proceeds from sale of limited partnership interests	118,974,590	0	118,974,590	0	118,974,590
Proceeds from sale of limited partnership interests (in shares)	119,443				150,972
Sales and offering expenses	(12,849,714)	0	(12,849,714)	0	(12,849,714)
Cash distributions paid or accrued	(6,889,182)	(69,588)	(6,958,770)	(350,791)	(7,309,561)
Investments by noncontrolling interests	0	0	0	5,699,106	5,699,106
Balance at Dec. 31, 2012	$ 123,633,993	$ (106,892)	$ 123,527,101	$ 6,395,368	$ 129,922,469
Balance (in shares) at Dec. 31, 2012	150,972

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Leased Equipment at Cost

12 Months Ended

Dec. 31, 2012

Leased Equipment at Cost [Abstract]

Leased Equipment at Cost

(4)   Leased Equipment at Cost

Leased equipment at cost consisted of the following:

	December 31, 2012
Marine vessels	$	81,651,931
Mining equipment		19,388,278
Leased equipment at cost		101,040,209
Less: accumulated depreciation		(2,167,417	)
Leased equipment at cost, less accumulated depreciation	$	98,872,792

On June 29, 2012, the Partnership, through a joint venture owned 94.2% by the Partnership and 5.8% by ICON ECI Partners, L.P., an entity managed by the Investment Manager ("ECI Partners"), purchased certain mining equipment for approximately $8,582,000 that was subject to lease with The American Coal Company, American Energy Corporation, The Ohio Valley Coal Corporation and Murray Energy Corporation. The lease is for a period of 39 months and commenced on July 1, 2012.

On August 3, 2012, the Partnership, through a joint venture owned 96% by the Partnership and 4% by ECI Partners, purchased mining equipment for approximately $10,519,000. The equipment is subject to a 39-month lease with Murray Energy Corporation and certain affiliates that expires on October 31, 2015.

On December 20, 2012, the Partnership, through a joint venture owned 80% by the Partnership and 20% by Fund Fourteen, purchased a car carrier vessel, the Hoegh Copenhagen, for the purchase price of $82,000,000. The vessel was acquired for $20,800,000 in cash, $53,000,000 of financing through non-recourse long-term debt and $8,200,000 of financing through a subordinated, non-interest-bearing seller's credit. Simultaneously, the Hoegh Copenhagen was bareboat chartered to Hoegh Autoliners Shipping AS, a wholly-owned subsidiary of Hoegh Autoliners Holding AS, for a period of eight years. The seller's credit is recorded on a discounted basis within accrued expenses and other liabilities and is being accreted to its stated value as interest expense over its term.

Aggregate annual minimum future rentals receivable due on the Partnership's non-cancelable leases over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	15,870,176
2014		15,883,676
2015		14,648,988
2016		9,882,000
2017		9,855,000
Thereafter		29,295,000
	$	95,434,840

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Non-Recourse Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2012

Non-Recourse Long-Term Debt [Abstract]

Aggregate maturities of non-recourse long-term debt

The aggregate maturities of non-recourse long-term debt over the next five years and thereafter consisted of the following at December 31, 2012:

Years Ending December 31,
2013	$	6,916,667
2014		6,916,667
2015		6,916,667
2016		6,916,667
2017		6,916,667
Thereafter		34,666,665
	$	69,250,000

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Net Investment in Finance Lease, 2 (Details) (USD $)	12 Months Ended
	Dec. 31, 2011 ICON Juniper II, LLC [Member] Global Crossing Telecommunications, Inc. [Member]	Jun. 09, 2011 ICON Juniper II, LLC [Member] Global Crossing Telecommunications, Inc. [Member]	Feb. 15, 2013 ICON Leasing Fund Fifteen, LLC [Member]	Dec. 19, 2011 ICON Leasing Fund Fifteen, LLC [Member]	Oct. 20, 2011 ICON Leasing Fund Fifteen, LLC [Member]	Aug. 11, 2011 ICON Leasing Fund Fifteen, LLC [Member]	Feb. 15, 2013 ICON Leasing Fund Fourteen, LLC [Member]	Aug. 11, 2011 ICON Leasing Fund Fourteen, LLC [Member]
Lease Financing Arrangement [Line Items]
Total lease financing amount		$ 6,359,000
Lease financing arrangement term	36 months
Partnership contribution	$ 1,836,000
Ownership interest (in hundredths)			58.00%	60.00%		29.20%	38.00%	70.80%
Exchange of ownership interest in the joint venture					29.20%

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Income Tax Reconciliation (unaudited)

12 Months Ended

Dec. 31, 2012

Income Tax Reconciliation (unaudited) [Abstract]

Income Tax Reconciliation (unaudited)

(14) Income Tax Reconciliation (unaudited)

At December 31, 2012 and 2011, the partners' equity included in the consolidated financial statements totaled $123,527,101 and $26,636,467, respectively. The partners' capital for federal income tax purposes at December 31, 2012 and 2011 totaled $132,774,136 and $30,064,995, respectively. The difference arises primarily from sales and offering expenses reported as a reduction in the limited partners' capital accounts for financial reporting purposes, but not for federal income tax reporting purposes, and differences in depreciation and amortization between financial reporting purposes and federal income tax purposes.

The following table reconciles net loss attributable to the Partnership for financial statement reporting purposes to the net loss attributable to the Partnership for federal income tax purposes for the periods ended December 31, 2012 and 2011:

	Year Ended December 31, 2012			Period from July 28, 2011 (Initial Closing Date) through December 31, 2011
Net loss attributable to Fund Fifteen per consolidated financial statements	$	(2,275,472	)	$	(1,141,290	)
Rental income		7,873			-
Depreciation and amortization		33,209			17,613
Tax loss from consolidated joint ventures		(8,669,617	)		(365	)
Other		1,598,011			34,851
Net loss attributable to Fund Fifteen for federal income tax purposes	$	(9,305,996	)	$	(1,089,191	)