2500 One Liberty Place
1650 Market Street
RICHARD G. DEVLIN Philadelphia, PA 19103-7301
Direct Phone: 215.851.8158 215.851.8100
Email: rdevlin@reedsmith.com Fax 215.851.1420
September 11, 2006
Ms. Pamela Long
United States Securities and Exchange Commission
Washington, D.C. 20549-7010
RE: COMMONWEALTH INCOME & GROWTH FUND VI
AMENDMENT TO REGISTRATION STATEMENT ON FORM S-1
FILED JUNE 30, 2006
FILE NO. 333-131736
Dear Ms. Long:
On behalf of our client, Commonwealth Income & Growth Fund VI (the
"Company" and the registrant with respect to above referenced filing), we are
filing Pre-Effective Amendment Number 3 to the Registration Statement on Form
S-1, File No. 333-131736, pursuant to Rules 470 and 472 of Regulation C and
Regulation S-T. One clean and three marked courtesy copies showing the changes
made to the previous amendment have been delivered by overnight courier to the
attention of Brigitte Lippmann of the Commission Staff.
The following are the Company's responses to the comments included in
your letter dated September 8, 2006 regarding the above-captioned filing. For
ease of reference, each question has been restated above the related response.
Following the resolution with the Staff of the comments set forth below and any
future comments the Staff may have, the Company intends to seek acceleration of
effectiveness of the registration statement pursuant to Rule 461 of Regulation
C. In that regard, the Company and Commonwealth Capital Securities Corp. hereby
affirm that each is aware of its obligations under the Securities Act of 1933,
as amended.
COVER PAGE
1. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 2. PLEASE REVISE THE RISK FACTOR
"NONE OF OUR GENERAL PARTNER'S FIVE PRIOR PUBLIC FUNDS..." ON THE COVER
PAGE AND PAGE 7 AND 13 TO DISCLOSE THAT LOSSES AMONG ALL YOUR PRIOR
PUBLIC FUNDS HAVE BEEN COMMON.
The risk factors on the cover page, page 7 and page 13 have been
revised to disclose that losses among all of the sponsor's prior public funds
have been common.
LONDON o NEW YORK o LOS ANGELES o SAN FRANCISCO o WASHINGTON, D.C. o
PHILADELPHIA o PITTSBURGH o OAKLAND o PRINCETON
FALLS CHURCH o WILMINGTON o NEWARK o MIDLANDS, U.K. o CENTURY CITY o
RICHMOND o HARRISBURG o LEESBURG o WESTLAKE VILLAGE
r e e d s m i t h . c o m
Pamela A. Long
September 11, 2006
Page 2
Proposed Sales Material
- -----------------------
2. PLEASE REVISE ALL THE SALES MATERIAL TO CONFORM TO THE RISK FACTOR
DISCLOSURE IN THE PROSPECTUS. IN ADDITION, FOR THE SALES MATERIALS
CAPTIONED "RISKS ASSOCIATED WITH EQUIPMENT LEASING FUNDS," THE COLUMN
CAPTIONED "HOW COMMONWEALTH MITIGATES THE RISK," DOES NOT APPEAR TO
APPROPRIATELY DESCRIBE HOW THE RISKS ARE MITIGATED. FOR EXAMPLE, YOU
DESCRIBE THE RISK THAT THERE WILL BE NO PUBLIC MARKET FOR THE UNITS AND
STATE THAT COMMONWEALTH MITIGATES THE RISK BY STATING THAT IT IS AN
ILLIQUID INVESTMENT. ALSO, STATING THAT DISTRIBUTIONS WILL BE
TAX-DEFERRED DOES NOT MITIGATE THE RISK THAT CASH DISTRIBUTIONS WILL BE
A RETURN OF CAPITAL. PLEASE REVISE.
The sales material will be revised such that the risk factors disclosed
and discussed therein more closely mirror the risk factors disclosed and
discussed in the prospectus. Also, the risk mitigation column in the marketing
piece entitled "Risks Associated with Equipment Leasing Funds" will be revised
to more appropriately match risks with mitigation strategies. When revised, all
of such sales materials will be submitted to the Staff for review.
The issuer also hereby requests that the Staff's review of the
Registration Statement, which appears to be essentially complete, be separated
from the Staff's review of the sales material, so that the Registration
Statement can be declared effective while the revision and review of the sales
material is ongoing. The issuer would prefer to sell units using only a
prospectus, rather than delay its offering further while sales material is being
revised. The sales material is concurrently under review by the NASD, and can
not be used at the present time in any event while such review is underway. The
Staff's cooperation on this point is greatly appreciated.
If you have any questions regarding the responses to the comments or
regarding the filing in general, please call me at 215-851-8158. Thank you for
your prompt attention to this matter.
Sincerely,
Reed Smith LLP
By: /s/ Richard G. Devlin
---------------------
Richard G. Devlin
Enclosures
cc: Brigitte Lippmann, Esq.
Kimberly A. Springsteen (w/o encl.)
Michael B. Pollack, Esq. (w/o encl.)