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
VIA EDGAR AND FEDERAL EXPRESS
September 25, 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 SEPTEMBER 11, 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
submitting (not via EDGAR) revised sales materials for this offering, in
response to the Staff's comment letter dated September 21, 2006. The hard copies
of the revised materials are being delivered to Brigitte Lippmann of the
Commission Staff. For ease of reference, the Staff's comments are set forth
below, followed by the Company's response to each.
GENERAL
1. AS NOTED IN OUR PRIOR COMMENT LETTER DATED MARCH 9, 2006, PRIOR TO THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, PLEASE ARRANGE TO HAVE THE
NASD CALL US OR PROVIDE US WITH A LETTER INDICATING THE NASD HAS
CLEARED THE FILING.
The Company will arrange to have the NASD's Corporate Financing
Department call Brigitte Lippmann of the Commission Staff when the NASD has
completed its review of the offering terms and conditions.
VOTING RIGHTS OF LIMITED PARTNERS, PAGE 71
2. WE NOTE YOU DELETED LANGUAGE IN THIS SECTION AND THE RESTATED LIMITED
PARTNERSHIP AGREEMENT THAT LIMITED PARTNERS OWNING AT LEAST 66 2/3% OF
THE UNITS MUST CONSENT TO AMENDING PROVISIONS IN THE PARTNERSHIP
AGREEMENT RELATING TO ALLOCATIONS, DISTRIBUTIONS OR FEES TO THE GENERAL
PARTNER. PLEASE EXPLAIN WHY YOU REMOVED THIS LANGUAGE. TELL US WHETHER
YOU EVER AMENDED THE PARTNERSHIP OR GENERAL MANAGER EXPENSES IN THE
PARTNERSHIP AGREEMENTS FOR OTHER COMMONWEALTH FUNDS.
LONDON NEW YORK LOS ANGELES SAN FRANCISCO WASHINGTON, D.C. PHILADELPHIA PITTSBURGH OAKLAND PRINCETON
FALLS CHURCH WILMINGTON NEWARK MIDLANDS, U.K. CENTURY CITY RICHMOND HARRISBURG LEESBURG WESTLAKE VILLAGE
r e e d s m i t h . c o m
Pamela A. Long
September 25, 2006
Page 2
The voting requirements for certain partnership actions were revised in
response to a comment received by the Pennsylvania Securities Commission, which
stated that any voting requirement above a simple majority was contrary to the
NASAA Statement of Policy regarding equipment programs. While the Company would
prefer to have a 2/3 majority requirement for changing fees payable to the
general partner, the change was made as requested by the Pennsylvania examiner.
None of the prior Commonwealth funds has revised its partnership agreement or
changed its fee structure for any reason after the purchase of units by limited
partners, nor does the Company have any intention of doing so. A copy of
Pennsylvania's comment letter will be delivered to Brigitte Lippmann of the
Commission Staff.
PROPOSED SALES MATERIAL
3. WE REISSUE PRIOR COMMENT 2. CONFORM THE RISK FACTORS IN THE SALES
MATERIALS TO THOSE IN THE PROSPECTUS...
The Company no longer plans to use the piece entitled "Risks Associated
with Equipment Leasing Funds" or the piece entitled "Equipment Leasing Life
Cycle." Changes regarding the remaining pieces are discussed below.
4. AS PREVIOUSLY REQUESTED, PLEASE CONFORM THE DISCLOSURE IN THE SALES
MATERIALS TO THAT IN THE PROSPECTUS. FOR EXAMPLE, SINCE THE GENERAL
PARTNER HAS NO TRACK RECORD OF PROVIDING INCOME OR LIQUIDITY TO LIMITED
PARTNERS, DELETE THE STATEMENTS THAT EQUIPMENT LEASING PROVIDES INCOME
OR BALANCE WITH RISK FACTOR DISCLOSURE. WHERE YOU STATE YOU WILL OFFER
REDEMPTIONS TWICE A YEAR, CLARIFY THAT THESE REDEMPTIONS ARE AT THE
GENERAL PARTNER'S SOLE DISCRETION. CLARIFY WHEN YOU SAY LIMITED
PARTNERS WILL RECEIVE CASH DISTRIBUTIONS, THAT THERE ARE RETURNS OF
CAPITAL, NOT RETURNS ON INVESTMENT. IN THE SALES MATERIALS CAPTIONED
"DIVERSIFYING WITH ALTERNATIVE INVESTMENTS," DELETE THE LANGUAGE THAT
IS NOT APPLICABLE TO YOUR EQUIPMENT LEASING OFFERING, SINCE COMPETITIVE
INCOME, CAPITAL APPRECIATION AND DIRECT TAX BENEFITS ARE NOT BENEFITS
ASSOCIATED WITH YOUR OFFERING. NOTE THAT THIS IS NOT MEANT TO REPRESENT
AN ALL-INCLUSIVE LIST OF WHERE YOUR SALES MATERIAL DISCLOSURE SHOULD BE
IMPROVED. WE ENCOURAGE YOU TO PROVIDE FURTHER CLARIFICATION THROUGHOUT
YOUR SALES MATERIALS.
The Company has eliminated two items from its current line-up of sales
materials, as noted above, and now plans to use only the Offering Summary sheet,
the brochure and the slide presentation. Revised versions of these pieces are
included with the paper copy of this letter, as well as a blacklined copy of the
summary sheet.
Pamela A. Long
September 25, 2006
Page 3
Offering Summary
On the Offering Summary sheet, additional risk factor language has been
added under the headings "Fund Size", "Investment Objective", "Front End Fees"
and "Risks." The language under the heading "Investment Objective" has also been
revised slightly to be more objective in nature. Finally, the section entitled
"Reinvestment Plan" has been deleted from this piece.
Brochure (100% Domestic Equipment Leasing)
The following changes have been made to the brochure on the pages
indicated:
Page 2 - This page has been revised to include the full title of every
risk factor, excluding only the individual tax risks, rather than
simply the risk factors listed on the prospectus cover page.
Page 3 - The table discussing the various types of alternative investments
has been deleted, and replaced with a picture.
Page 4 - Risk language has been added below the bar graph.
Page 5 - The words "and balance" have been deleted from the last sentence.
Page 6 - Risk language has been added to each of the three paragraphs,
and the term "quality leasing" in the second paragraph has been
replace with "lessee credit."
Page 7 - To balance the discussion, risk factor language has been added
after the first bullet under "Investment Objectives," after the
third bullet under "Offering Phase," and after the fourth bullet
under "Operating Phase.
Page 8 - Risk factor language has been added to the bottom of the page.
Page 9 - Risk factor language has been added to the bottom of the page.
Page 10 - The first three paragraphs have been rewritten to more
appropriately address the redemption provisions, and to revise
discussion of distributions, as well as to add additional risk
factor discussion.
Slide Presentation
The following changes have been made to the slide presentation on the
slides indicated:
Slide 7 - Risk factor language has been added to the bottom of the slide.
Slide 18 - Bullets 4 and 5 have been revised slightly to present a more
objective and less promissory tone.
Slide 19 - Bullets 1, 3, 4 and 5 have been revised to present a more
objective tone and to add discussion of certain relevant risks.
Slide 20 - Former slides 20 and 21 have been replaced with new slides 20
through 24, which restate all of the risk factors in the same
manner as on page 2 of the brochure.
Slide 25 - In the first bullet, the phrase "Fund to provide
diversification..." has been revised to state that the "Fund seeks
to provide diversification..."
Pamela A. Long
September 25, 2006
Page 4
If you have any questions regarding the revised materials, 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.)