SEC Division of Corporation Finance no-action letter: Apple REIT Six, Inc.

McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Phone: 804.775.1 000
Fax: 804.775.1 061 www.mcguirewoods.com
Martin 8. Richards rnrichards@mcguirewoods.com Direct: 80.1.775.1 029 ~M~GUIREWOODS Direct Fax: 804.698.2147 VL4 EMAIL and U.S.MAIL

Mr. Brian V. Breheny, Chief

Mr. Daniel F. Duchovny, Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street,N.E.

Washington, DC 20549

Apple REIT Six, Inc. -Request for Determination or Exemption Under Rule 13e-4 Dear Mr. Breheny and Mr. Duchovny:
We are counsel to Apple REIT Six, Inc. (the "Company"). The Company was formed as a Virginia corporation on January 20,2004 for the purpose of acquiring and owning hotels, residential apartment communities and other income-producing real estate. To date, the Company has acquired only hotels. The Company has elected to be treated as a real estate investment trust (a "REIT") for federal income tax purposes beginning with its taxable year ending December 3 1,2004. On January 23, 2004, in connection with its initial public offering of Units (each Unit consists of one common share and one Series A preferred share), the Company filed a registration statement on Form S-1 1 under the Securities Act of 1933, as amended (the "Securities Act"), with the Commission (Registration Number 333- 1 12 169) (the "Registration Statement") with respect to 9 1,125,54 1 Units. The Company's Registration Statement received "a full review" and was declared effective by the Commission on April 23, 2004. The Company conducted an on-going best-efforts offering of its Units beginning on April 23,2004 and ending on March 3,2006 (the "Offering"). All Units covered by the Registration Statement were sold in the Offering. The Company's Units currently are not listed on any securities exchange or included for quotation on the Nasdaq Stock Market, nor are such Units the subject of bona fide quotes on any inter-dealer quotation system or electronic communications network. Currently, there exists no regular secondary trading market for the Company's Units, and it is anticipated that no such market will develop in respect of the Company's Units, unless and until the Company determines to list its Units on a securities exchange. The Company does not plan to cause the Units or common shares to be listed or quoted either immediately or at any definitive time in the future. However, it may cause its Units or common shares to be listed or quoted if the board of directors of the Company determines this action to be prudent. Meanwhile, to provide shareholders with some liquidity with respect to their Units, the Company has adopted a "Unit Redemption Program."

The Company's current Unit Redemption Program (the "Redemption Program") is described on "E;xhibit A." The Redemption Program, as described on "Exhibit A," is the same as the program described in Supplement No. 14 dated September 13,2005 to the Company's Prospectus dated April 23, 2004 (the "Prospectus") relating to the Offering, except insofar as such description has been modified to reflect the conclusion of the Offering (which occurred on March 3,2006). In the interest of brevity, the description of the Redemption Program, as set forth on Exhibit A, is not repeated in the body of this letter but is incorporated by this reference. To date, all of the Company's redemptions have been effectuated in conformity with the terms of the Redemption Program. In the course of the Company formulating the terms of, and ultimately adopting and implementing, its Redemption Program, a number of members of our law firm had telephone discussions w~th several representatives of the Division of Corporation Finance. In these telephone discussions, which occurred in the latter part of 2004 and the first part of 2005, representatives of the Division of Corporation Finance helpfully directed the attention of members of this law firm to no-action relief previously granted to other companies with apparently similar share redemption programs. The Company and the undersigned greatly appreciate the assistance of the representatives of the Division of Corporation Finance in all of these conversations. The Company believes that its Redemption Program is substantially the same as comparable redemption programs of other companies with respect to which the Division of Corporation Finance has granted no action relief (or agreed not to recommend enforcement action) relative to the issuer tender offer rules found in Rule 13e-4 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act). The Commission has granted such relief or agreed not to recommend enforcement action in the following instances: Boston Capital Real Estate Investment Trust, Inc., Letter dated February 10,2005; Hlnes Real Estate Investment Trust, Inc., Letter dated June 18,2004; CNL Income Properties, Inc., Letter dated March 11,2004; Wells Real Estate Investment Trust 11, Inc., Letter dated December 9,2003; Inland Western Retail Real Estate Trust, Inc., Letter dated August 25,2003; T REIT Inc., Letter dated June 4, 2001; Puerto Rico Investors Flexible Allocation Fund, Letter dated June 15, 1999; Puerto Rico Income & Growth Fund, Inc., Letter dated March 27, 1998; CNL American Properties Fund, Inc., Letter dated August 13, 1998; First Puerto Rico Income and Growth Fund, Inc., Letter dated November 5, 1997; and Merrill Lynch Puerto Rico Tax Exempt Fund, Inc., Letter dated August 7,1995. In addition to the abovementioned redemption programs, the Company believes that its Redemption Program is substantially the same as the redemption programs described in the Behringer Harvard REIT I, et al, Letter
dated October 26, 2004 (the "Behringer Harvard Letter"). The Company is proposing to modify one aspect of its Redemption Program, as described below, and would then respectfully request that the Division of Corporation Finance concur in the Company's opinion that redemptions under its Redemption Program, as so modified (the "Proposed Revised Redemption Program") do not constitute an issuer tender offer within the meaning of Rule 13e-4 promulgated under the Exchange Act, or, in the alternative, that the Division of Corporation Finance, under the authority provided in Rule 13e-4(h)(9), exempt redemptions under the Proposed Revised Redemption Program, either unconditionally or on specified terms and conditions, as not constituting any fraudulent, deceptive or manipulative act or practice comprehended within the purpose of Rule 13e-4.

DISCUSSION
Request for Determination or Exemption under Rule 13e-4 As noted, the Company believes that its Redemption Program is substantially identical to comparable programs of other companies with respect to which the Division of Corporation Finance has previously granted no-action relief relative to the Rule 13e-4 issuer tender offer rules, and in particular is substantially the same as the programs described in the Behringer Harvard Letter. The only element of the Redemption Program that the Company now proposes to modify is to allow the Company to redeem out shareholders completely on a priority basis once the number of Units owned by a shareholder falls below 100. All other features would remain the same as in the current Redemption program.' Specifically, under the Proposed Revised Redemption Program, if funds available for the Company's Unit Redemption Program are not sufficient to accommodate all redemption requests, Units will be redeemed as follows: first, pro rata as to redemptions upon the death or disability of a shareholder; next pro rata as to redemptions to shareholders who demonstrate, in the discretion of the Company's board of directors, another involuntary exigent circumstance, such as bankruptcy; next pro rata as to redemptions to shareholders subject to a mandatory distribution requirement under such shareholder's IRA; next, pro rata as to shareholders seeking redemption of all Units owned by them who own beneficially or of record fewer than 100 Units; and, finally, pro rata as to all other redemption requests (the underlined language is the only proposed change to the Redemption Program). A description of the Proposed Revised Redemption Program is attached to this letter as "Exhibit B." Again, in the interest of brevity, that description is not repeated in the body of this letter but is incorporated by this reference. If the relief requested in this letter with respect to the Proposed Revised Redemption Program is granted, the Company intends to provide notice of the terms of the Proposed Revised Redemption Program by (i) filing a report on Form 8-K under the Exchange Act describing the Proposed Revised Redemption Program (and highlighting the change from the current Redemption Program), and (ii) sending a letter or similar written notice of the Proposed Revised Redemption Program to all of the Company's shareholders by mail. Pursuant to Rule 13e-4 under the Exchange Act, an issuer with equity securities registered under
Section 12 of the Exchange Act or that is required to file periodic reports with the Commission pursuant
to Section 15(d) is required, in connection with any tender offer for its own equity securities, to make certain disclosures with respect to such offers. The provisions of Rule 13e-4 are intended to prevent fraudulent, deceptive or manipulative acts in connection with issuer tender offers. As noted, the Company believes that its current Redemption Program does not constitute an issuer tender offer within the meaning of Rule 13e-4 on the basis of the reasoning set forth in the Behringer Harvard Letter and other similar no-action letters, including those letters cited above. The Company also believes that redemptions under the Proposed Revised Redemption Program would not constitute issuer tender offers within the meaning of Rule 13e-4. The Company has clarified that it would reject a request for redemption only if the request is not permitted by the express terms of the Unit Redemption Program or applicable law or if the person requesting redemption has failed to properly and completely fill out the redemption request form. This clarification does not represent a substantive change to the current Redemption Program and is consistent with the practice of the Company since implementation of the current Redemption Program. I

As the court in SEC v. Carter Hawley Hale Stores, Inc., 760F.2nd 945. 950 (9th Cir. 1985), asserted, the term "tender offer" implies (i) active and widespread solicitation of public shareholders for the shares of an issuer; (ii) that the solicitation is made for a substantial percentage of the issuer's stock; (iii) that the offer to purchase is made at a premium over the prevailing market price; (iv) that the terms of the offer are firm, rather than negotiable; (v) that the offer is contingent on the tender of a fixed number of shares; (vi) that the offer is open only for a limited period of time; (vii) that the offeree is subjected to pressure to sell; and (viii) a public announcement of an acquisition program prior to the accumulation of stock by a purchaser. Because virtually none of these factors apply to the Company in respect of redemptions under the Proposed Revised Redemption Program (as under its current Redemption Program), the Company believes that such redemptions are not tender offers. The Company's Proposed Revised Redemption Program (like its current Redemption Program) clearly (i) does not make active and widespread solicitation of public shareholders for the Company's shares (the Company does not in any way recommend or encourage participation in the Redemption Program and will not in any way recommend or encourage participation in the Proposed Revised Redemption Program); (ii) does not contemplate purchase of a substantial percentage of the Company's shares; (iii) is not made at a premium over the prevailing market price; (iv) is not contingent on the tender of a fixed number of shares; (v) is not open only for a limited period of time; and (vi) provides no public announcement of any acquisition program prior to any accumulation of stock by a purchaser. As noted above, the Company believes that its current Redemption Program is consistent with other similar programs with respect to which the Division of Corporation Finance has granted no-action reiief relative to the issuer tender offer rules found within Rule 13e-4 promulgated under the Exchange Act. In formulating, implementing and operating its current Redemption Program, the Company is relying upon (and believes it is in compliance with) existing guidance provided by the Division of Corporation Finance as set forth in the various letters cited earlier in this letter, including, but not limited to. the Behringer Harvard Letter. Thus, with respect to the Proposed Revised Redemption Program, the Company believes that, ultimately, the only issue is whether a priority redemption feature for shareholders whose ownership of Units drops below 100 Units subjects an offeree to more pressure to sell than does the current Redemption Program. For the reasons stated below, the Company does not believe that this limited priority feature subjects an offeree to more pressure to sell than the current Redemption Program and requests that the Division of Corporation Finance concur in the
Company's opinion that redemptions under its Proposed Revised Redemption Program do not constitute an issuer tender offer within the meaning of Rule 13e-4 promulgated under the Exchange Act, or, in the alternative, that the Division of Corporation Finance, under the authority provided in Rule 13e-4(h)(9), exempt such redemptions, either unconditionally or on specified terms and conditions as not constituting a fraudulent, deceptive or manipulative act or practice comprehended within the purpose of Rule 13e-4. The Company believes that Rule 13e-4 no-action relief relative to its Proposed Revised Redemption Program is appropriate since the Proposed Revised Redemption Program is consistent with similar redemption programs as to which no-action relief was granted by the Division of Corporation Finance relative to Rule 13e-4 in previous no-action letters (cited above in this letter), including without limitation, the Behringer Harvard Letter, except for the additional conditional limited priority given to shareholders seeking redemption who own beneficially or of record fewer than 100 Units, and that noaction relief relative to this additional conditional limited priority feature is appropriate for the following reasons:

(1) Priority would be given only to shareholders seeking redemption of all Units owned by them whose ownership of Units drops below 100 in number (that being the number used in the "odd-lot" provisions of Rule 13e-4), and the Commission has recognized that oddlot offers generally present minimal potential for fraud and manipulation, and therefore do not require the regulation generally provided under Rule 13e-4 for issuer tender offers; (2) The proposed priority for "odd-lot" holders would occur within the context of a larger Redemption Program which is substantively the same as programs with respect to which the staff has already granted no-action relief; and (3) Administratively, the Company and its sales agent believe that redemptions without some sort of "odd-loty' priority feature could be administratively impracticable and detrimental to all of the Company's shareholders. The Commission Has Found That "Odd-Lot" Offers Present

Minimal Potential For Fraud and Manipulation

In November 1982, the Commission amended Rule 13e-4 to exempt odd-lot tender offers "made to record and beneficial holders of odd-lots as of a specified date prior to the announcement of the offeryy from the Rule's filing, disclosure, and other substantive provisions.2 The Commission reasoned that an odd-lot exemption was appropriate due, among other factors, to (1) the cost-prohibitive expenses incurred by issuers in odd-lot offers: (2) the lack of an informational need by security holders, as many odd-lot holders tender securities solely to avoid high brokerage costs otherwise associated with odd-lot transactions: (3) the fact that odd-lot offers rarely occur in high-pressure or competitive situations where a security holder might feel pressured to make a hasty investment decisionY5 and (4) the extended period of time most odd-lot offers are kept open.6 In the 1982 Release adopting an odd-lot exemption from the normal issuer tender offer rules, the Commission specifically noted that generally odd-lot offers present minimal potential for fraud and manipulation, and that the Commission's conclusion in this regard was based on experience it had gained in regulating odd-lot offers under former Rule lob-6 and Rule 13e-4. Based on the Commission's experience in regulating odd-lot offers and its conclusion that odd-lot offers present minimal potential for fraud and manipulation, the Commission "propose[d] to remove from issuers substantial burdens in an area where little abuse or injury to shareholders has been demonstrated," and referred to this rule change as "responsible deregulation."7 Exchange Act Rel. No. 34-19246 (Nov. 17, 1982) (hereinafter, the "1982 Release"). 3 This reason served as the Commission's basis to exempt odd-lot tender offers from filing requirements under Rule 13e-4. This reason served as the Commission's basis to exempt odd-lot tender offers from mandatory disclosure requirements under Rule 13e-4. 5 ?his reason served as the Commission's basis to exempt odd-lot tender offers from providing withdrawal rights to security holders under Rule 13e-4. 6 This reason served as the Commission's basis to exempt odd-lot tender offers from the minimum offer duration requirements under Rule 13e-4. '-See, the 1982 Release, Part 11, "The Proposed Amendment."

The Company believes that all of the factors cited by the Commission in amending Rule 13e-4 to exempt odd-lot tender offers from the rules applicable to issuer tender offers are present with respect to the Company's proposal to grant priority redemption status to shareholders in its Proposed Revised Redemption Program once the number of Units owned by a shareholder falls below 100. This feature is designed to reduce the costs and administrative inconveniences to both the Company and eligible shareholders that are associated with odd-lot holdings. The redemption priority would be available only in the situation where a shareholder is seeking redemption for all Units owned by the shareholder and the number of Units owned by the shareholder is fewer than 100. For this reason, the Company believes that redemptions of such eligible shareholders will not occur in situations where the shareholder might feel pressure to make a hasty investment decision. In fact, in most if not all situations, eligible shareholders would have previously elected to participate in the Redemption Program, and their dropping below 100 Units owned would not be accompanied by a new decision to tender their Units (although, like all shareholders, they would retain the right to withdraw from the Proposed Revised Redemption Program at any time before redemption actually occurs). Furthermore, the Company proposes that the priority redemption for shareholders who own fewer than 100 Units would become a permanent feature of the Company's Proposed Revised Redemption Program. Thus, there would be no need for that part of the issuer tender offer rules that requires offers to be kept open for a minimum period of time. The Company's current Redemption Program is, in the Company's judgment, substantially the same as other programs with respect to which the Division of Corporation Finance has granted no-action relief relative to Rule 13e-4 promulgated under the Exchange Act, and in particular the programs described in the Behringer Harvard Letter. Since the sole modification to the current Redemption Program that the Company proposes is a redemption priority for participants who come to own fewer than 1ClO Units (that is, the proposed amendment is only a change proposed within the overall Redemption Program which is substantially the same as redemption programs for which the staff has previously provided a no-action position), and because the Commission has specifically found that such odd-lot offers present minimal potential for fraud and manipulation and, therefore, need not be subject to the rules generally imposed by Rule 13e-4, it would seem logical, reasonable and consistent with the view of the Commission as expressed in the 1982 Release, and with past Commission action, to grant Rule 13e-4 noaction relief to the Proposed Revised Redemption Program. In this regard, the Company understands and acknowledges (as the Commission itself noted when it adopted amendments exempting odd-lot
tender offers from the general provisions of Rule 13e-4) that in conducting its Proposed Revised Redemption Program (including, without limitation, the additional feature discussed in this letter), the Company will remain fully subject to the general anti-fraud and antimanipulation sections of the federal securities laws.' Further, as noted in the 1982 Release, the Company would also remain subject to the "going private" rules in the event its Redemption Program for some (unexpected) reason comprised part of a series of steps that, in the aggregate, could result in the Company "going private." Administratively, Redemptions Without an "Odd-Lot Priority Feature"

Could Be Impracticable And Detrimental to all Shareholders

Redemption programs without an odd-lot priority redemption feature could be impracticable to administer if the amount of requested redemptions exceeds the amount of the redemption cap for every redemption period (in the case of the Company, up to 3% of the number of Units outstanding at the - 8 Sections 9(a), 10(b) and 14(e) of the Exchange Act and Section 17(a) of the Securities Act all prohibit the use of manipulative or deceptive acts or contrivances in connection with various securities transactions.

beginning of any 12-month period). In such circumstances, a shareholder may never have the opportunity to be completely redeemed. Instead, every redemption period, the shareholder may receive a smaller and smaller amount of redemption proceeds but not be completely redeemed. As more and more shareholders are added to the list of shareholders requesting redemption, earlier shareholders requesting redemption wi 11 get a smaller and smaller portion of redemption proceeds each redemption period, and it is possible that no shareholder would ever be completely redeemed regardless of the length of time that the shareholder has requested redemption. Such a result is not in the best interests of shareholders because all shareholders could be forced to wait indefinitely for complete redemption of their Units. An odd-lot priority redemption feature would permit shareholders who own fewer than 100 Units the opportunity to avoid the endless cycle of fractional Unit redemption; and to redeem out their de minimus holdings in the Company. Additionally, the administrative burden on the Company and its sales agent (the "Broker") could be enormous in a redemption program without an odd-lot priority redemption feature when the amount of requested redemptions exceeds the redemption cap. The Company and the Broker may be forced over tirne to maintain a disproportionately large (and likely increasing) number of accounts with small Unit holdings. This could cause unreasonable burden and expense to the Company and the Broker by way of additional administrative personnel and costly recordkeeping and administration. These additional expenses would reduce distributions to all shareholders or lower the value of Units held by all shareholders. While the Company believes that the inconvenience to shareholders seeking redemption and the administrative costs to and burdens on the Company and the Broker discussed in this section of this letter are relevant to the staffs analysis of the request made by this letter, the Company believes that, even apart from the inconvenience and administrative costs and burdens associated with a large number of small shareholder accounts, the factors previously found by the Commission that are associated with odd-lot offers, and that result in minimal potential for fraud and manipulation (as discussed above in this letter), provide a sufficient independent basis for the staff taking a Rule 13e-4 no-action position with respect to the Company's Proposed Revised Redemption Program. Because redemptions under the Proposed Revised Redemption Program would be substantially identical to redemptions under other redemption programs with respect to which no-action relief has been granted by the Division of Corporation Finance relative to Rule 13e-4 promulgated under the Exchange Act (and in particular the redemption programs described in the Behringer Harvard Letter), except for the priority redemption of shareholders owning fewer than 100 Units and seeking
redemption of all Units owned by them, and because the Company does not believe that this very limited priority redemption feature raises any of the concerns that the issuer tender offer rules were designed to address, the Company believes the Proposed Revised Redemption Program should not be subject to Rule 13e-4. Accordingly, the Company would respectfully request that the Division of Corporation Finance concur in the Company's opinion that redemptions under its Proposed Revised Redemption Program do not constitute an issuer tender offer within the meaning of Rule 13e-4 promulgated under the Exchange Act, or, in the all ernative, that the Division of Corporation Finance, under the authority provided in Rule 13e-4(h)(9), exempt redemptions under the Proposed Revised Redemption Program, either unconditionally or on specified terms and conditions, as not constituting any fraudulent, deceptive or manipulative act or practice comprehended within the purposes of Rule 13e-4.

In connection with the request made in this letter, we would like to bring to your attention certain prior correspondence from the Division of Market Regulation concerning the Company. In a letter dated November 1,2004, the Division of Market Regulation (acting for the Commission pursuant to delegated authority) granted an exemption from Rule 102 of Regulation M to permit the Company to repurchase its Units pursuant to the Redemption Program while the Offering was continuing (subject to the terms and conditions set forth in that letter dated November 1,2004). Because the Offering concluded on March 3, 2006 and because, in any event, the change to the Redemption Program rep~sented by the Proposed Revised Redemption Program would not appear to involve any factors cited by the Regulation M exemptive letter as a basis for the exemptive relief granted in that letter, the Company does not believe that it is necessary to request additional exemptive relief relative to Regulation M with respect to the Proposed Revised Redemption Program. If you have any questions regarding these requests, or if you need any additional information, please do not hesitate to contact me at (804) 775-1029. Thank you for your attention to this matter. Respectfully submitted, Martin B. Richards cc: Glade M. Knight David S. McKenney David P. Buckley Alan P. Chodosh

Exhibit A
Apple REIT Six, Inc.
Current Redemption Program
Unit Redemption Program (References to "we," "our" and the like are references to Apple REIT Six, Inc., and references to "you," "your" and the like are references to a holder of Units in Apple REIT Six, Inc.) We have implemented our Unit redemption program. Prior to the time that our Units are listed on a national securitiesexchange or for quotation on the Nasdaq Stock Market (or on a similar quotation system), our shareholders who have held their Units for at least one year may receive the benefit of limited liquidity by presenting for redemption all or a portion of their Units to us at any time in accordance with the procedures outlined in this description. We may, subject to the conditions and limitations described below, redeem the Units presented for redemption for cash to the extent that we have sufficient funds available to us to fund the redemption. If your redemption request is granted, you will receive the redemption amount within 30 days following the end of the quarter in which your redemption request is granted. If you have held Units for the required one-year period, you may redeem your Units for a purchase price equal to the lesser of $11 per Unit, or the purchase price per Unit that you actually paid for your Units. In the event that you are redeeming all of your Units, Units purchased pursuant to our Additional Share Option or our dividend reinvestment plan may be excluded from the foregoing one-year holding period requirement, in the discretion of the board of directors. The board of directors reserves the right in its sole discretion at any time and from time to time to:
waive the one-year holding period in the event of the death of a shareholder,a shareholder's disability or need for long-term care, other involuntary exigent circumstances such as bankruptcy, or a mandatory distributionrequirement under a shareholder's IRA; reject any request for redemption; change the purchase price for redemptions; or otherwise amend the terms of, suspend or terminate our Unit redemption program. Redemption of Units, when requested, will be made quarterly. We will limit the number of Units redeemed pursuant to our Unit redemption program to the lesser of as follows: (1) during any 12-monthperiod, we will not redeem in excess of three percent (3.0%) of the weighted average number of Units outstanding at the beginning of the 12-monthperiod; and (2) funding for the redemption of Units will come exclusively from the net proceeds we receive from the sale of Units under our Additional Share Option and our dividend reinvestment plan, or DRIP, so that in no event will the aggregate amount of redemptions under our Unit redemption program exceed aggregate net proceeds received by us from the sale of Units pursuant to our

Additional Share Option and our dividend reinvestment plan. Notwithstanding the foregoing, we may consider, in our sole discretion, sources of funding other than our Additional Share Option and our DRIP to fund the redemption of Units under the Unit redemption program. If funds available for our Unit redemption program are not sufficient to accommodate all requests, Units will be redeemed as follows: first, pro rata as to redemptions upon the death or disability of a shareholder; next pro rata as to redemptions to shareholders who demonstrate, in the discretion of our board of directors, another involuntary exigent circumstance, such as bankruptcy; next pro rata as to redemptions to shareholders subject to a mandatory distribution requirement under such shareholder's IRA; and, finally, pro rata as to all other redemption requests. The board of directors, in its sole discretion, may choose to suspend or terminate the Unit redemption program or to reduce the number of Units purchased under the Unit redemption program if it determines the funds otherwise available to fund our Unit redemption program are needed for other purposes. We cannot guarantee that the funds set aside for the Unit redemption program will be sufficient to accommodate all requests made in any year. If we do not have such funds available at the time when redemption is requested, you can withdraw your request for redemption by submitting a written request to withdraw your request for redemption to David Lerner Associates. If no withdrawal is requested, we will honor your request at such time, if any, when sufficient funds become available. You may withdraw your request for redemption at any time up until the time at which your Units are redeemed. In general, a shareholder or his or her estate, heir or beneficiary may present to us fewer than all of the Units then-owned for redemption, except that the minimum number of Units that must be presented for redemption shall be at least 25% of the holder's Units. However, provided that your redemption request is made within 180 days of the event giving rise to the special ckcumstances described in this sentence, where redemption is being requested (1) on behalf of a deceased shareholder; (2) by a shareholder who is deemed by our board of directors to be disabled or in need of long-term care; (3) by a shareholder due to other involuntary exigent circumstances, such as bankruptcy; or (4) by a shareholder due to a mandatory distribution under such shareholder's IRA, a minimum of 10% of the shareholder's Units may be presented for redemption; provided, however, that any hture redemption request by such shareholder must present for redemption at least 25% of such shareholder's remaining Units. A shareholder who wishes to have Units redeemed must mail or deliver to us a written request on a form provided by us and executed by the shareholder, its trustee or authorized agent. An estate, heir or beneficiary that wishes to have Units redeemed
following the death of a shareholder must mail or deliver to us a written request on a form provided by us, including ewidence acceptable to our board of directors of the death of the shareholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent. A shareholder requesting the redemption of his Units due to a disability must mail or deliver to us a written request on a form provided by us, including the evidence acceptable to our board of directors of the shareholder's disability. If the Units are to be redeemed under any conditions

outlined herein, we will forward the documents necessary to effect the redemption, including any signature guaranty we may require. The Unit redemption program is only intended to provide limited liquidity for shareholders until a secondary market develops for the Units. No such market presently exists, and we cannot assure you that any market for your Units will ever develop. The Units we purchase under the Unit redemption program will be cancelled, and will have the status of authorized, but unissued Units. We will not reissue such Units unless they are first registered with the Securities and Exchange Commission under the Securities Act of 1933 and under appropriate state securities laws or otherwise issued in compliance with such laws. If we terminate, suspend, reduce the scope of or otherwise change the Unit redemption program, we will disclose the changes in reports filed with the Commission. We also will send written notification to all or our shareholders reporting the change. The foregoing provisions regarding the Unit redemption program in no way limit our ability to repurchase Units from shareholders by any other legally available means for any reason that our board of directors, in its discretion, deems to be in our best interest. We have established a dividend reinvestment plan, or DRIP, that allows our Unit holders to have their dividends otherwise distributable to them invested in additional Units. Funding for the redemption of Units will come from the proceeds we receive from the sale of Units under our DRIP. Subject to funds being available, we will limit the number of Units redeemed pursuant to our Unit redemption program to the lesser of as follows: during any 12-month period, we will not redeem in excess of three percent (3.0%) of the weighted average number of Units outstanding at the beginning of the 12-month period; and funding for the redemption of Units will come exclusively from the proceeds we receive from the sale of Units under our dividend reinvestment plan. No commissions will be payable under the dividend reinvestment plan.

Exhibit B
Apple REIT Six, Inc.
Proposed Revised Redemption Program
Unit Redemption Program (Referencesto "we," "our" and the like are references to Apple REIT Six, Inc., and referencesto "you," "your" and the like are references to a holder of Units in Apple REIT Six, Inc.) We have implemented our Unit redemption program. Prior to the time that our Units are listed on a national securitiesexchange or for quotation on the Nasdaq Stock Market (or on a similar quotation system), our shareholders who have held their Units for at least one year may receive the benefit of limited liquidity by presenting for redemption all or a portion of their Units to us at any time in accordance with the procedures outlined in this description. We may, subject to the conditions and limitations described below, redeem the Units presented for redemption for cash to the extent that we have sufficient funds available to us to fund the redemption. If your redemption request is granted, you will receive the redemption amount within 30 days following the end of the quarter in which your redemption request is granted. If you have held Units for the required one-year period, you may redeem your Units for a purchase price equal to the lesser of $11per Unit, or the purchase price per Unit that you actually paid for your Units. In the event that you are redeeming all of your Units, Units purchased pursuant to our Additional Share Option or our dividend reinvestment plan may be excluded from the foregoing one-year holding period requirement, in the discretion of the board of directors. The board of directors reserves the right in its sole discretion at any time and from time to time to:
waive the one-year holding period in the event of the death of a shareholder, a shareholder's disability or need for long-term care, other involuntary exigent circumstances such as bankruptcy, or a mandatory distributionrequirement under a shareholder's IRA; reject any request for redemption, but only if the request for redemption is not permitted by the express terms of the Unit redemption program (because, for example, the person requesting redemption has not held the Units for at least one year) or is not permitted by applicable law or the person requesting redemption has failed to fill out properly and completely the redemption request form; change the purchase price for redemptions; or otherwise amend the terms of, suspend or terminate our Unit redemption program. Redemption of Units, when requested, will be made quarterly. We will limit the number of Units redeemed pursuant to our Unit redemption program to the lesser of as follows: (1) during any 12-monthperiod, we will not redeem in excess of three percent (3.0%) of the weighted average number of Units outstanding at the beginning of the 12-monthperiod; and (2)

funding for the redemption of Units will come exclusively from the net proceeds we receive from the sale of Units under our Additional Share Option and our dividend reinvestment plan, or DRIP, so that in no event will the aggregate amount of redemptions under our Unit redemption program exceed aggregate net proceeds received by us from the sale of Units pursuant to our Additional Share Option and our dividend reinvestment plan. Notwithstanding the foregoing, we may consider, in our sole discretion, sources of funding other than our Additional Share Option and our DRIP to fund the redemption of Units under the Unit redemption program. If funds available for our Unit redemption program are not sufficient to accommodate all requests, Units will be redeemed as follows: first, pro rata as to redemptions upon the death or disability of a shareholder; next pro rata as to redemptions to shareholders who demonstrate, in the discretion of our board of directors, another involuntary exigent circumstance, such as bankruptcy; next pro rata as to redemptions to shareholders subject to a mandatory distribution requirement under such shareholder's IRA; next, pro rata as to shareholders seeking redemption of'all Units owned by them who own beneficially or of record fewer than 100 Units; and, finally, pro rata as to all other redemption requests. The board of directors, in its sole discretion, may choose to suspend or terminate the Unit redemption program or to reduce the number of Units purchased under the Unit redemption program if it determines the funds otherwise available to fund our Unit redemption program are needed for other purposes. We cannot guarantee that the funds set aside for the Unit redemption program will be sufficient to accommodate all requests made in any year. If we do not have such funds available at the time when redemption is requested, you can withdraw your request for redemption by submitting a written request to withdraw your request for redemption to David Lerner Associates. If no withdrawal is requested, we will honor your request at such time, if any, when sufficient funds become available. You may withdraw your request for redemption at any time up until the time at which your Units are redeemed. In general, a shareholder or his or her estate, heir or beneficiary may present to us fewer than all of the Units then-owned for redemption, except that the minimum number of Units that must be presented for redemption shall be at least 25% of the holder's Units. However, provided that your redemption request is made within 180 days of the event giving rise to the special circumstances described in this sentence, where redemption is being requested (1) on behalf of a deceased shareholder; (2) by a shareholder who is deemed by our board of directors to be disabled or in need of long-term care; (3) by a shareholder due to other involuntary exigent circumstances, such as bankruptcy; or (4) by a shareholder due to a mandatory distribution under
such shareholder's IRA, a minimum of 10% of the shareholder's Units may be presented for redemption; provided, however, that any future redemption request by such shareholder must present for redemption at least 25% of such shareholder's remaining Units. A shareholder who wishes to have Units redeemed must mail or deliver to us a written request on a form provided by us and executed by the shareholder, its trustee or authorized agent. An estate, heir or beneficiary that wishes to have Units redeemed following the death of a shareholder must mail or deliver to us a written request on a form provided by us, including

evidence acceptable to our board of directors of the death of the shareholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent. A shareholder requesting the redemption of his Units due to a disability must mail or deliver to us a written request on a form provided by us, including the evidence acceptable to our board of directors of the shareholder's disability. If the Units are to be redeemed under any conditions outlined herein, we will fonvard the documents necessary to effect the redemption, including any signature guaranty we may require. The Unit redemption program is only intended to provide limited liquidity for shareholders until a secondary market develops for the Units. No such market presently exists, and we cannot assure you that any market for your Units will ever develop. If we redeem any of your Units under the Unit redemption program, you will not be permitted to purchase additional Units in our offering for a period of one year fiom the date of redemption. The Units we purchase under the Unit redemption program will be cancelled, and will have the status of authorized, but unissued Units. We will not reissue such Units unless they are first registered with the Securities and Exchange Commission under the Securities Act of 1933 and under appropriate state securities laws or otherwise issued in compliance with such laws. If we terminate, suspend, reduce the scope of or otherwise change the Unit redemption program, we will disclose the changes in reports filed with the Commission. We also will send written notification to all or our shareholders reporting the change. The foregoing provisions regarding the Unit redemption program in no way limit our ability to repurchase Units fiom shareholders by any other legally available means for any reason that our board of directors, in its discretion, deems to be in our best interest. We have established a dividend reinvestment plan, or DRIP, that allows our Unit holders to have their dividends otherwise distributable to them invested in additional Units. Funding for the redemption of Units will come from the proceeds we receive from the sale of Units under our DRIP. Subject to funds being available, we will limit the number of Units redeemed pursuant to ow Unit redemption program to the lesser of as follows: during any 12-month period, we will not redeem in excess of three percent (3.0%) of the weighted average number of Units outstanding at the beginning of the 12-month period; and funding for the redemption of Units will come exclusively from the proceeds we receive from the sale of Units under our dividend reinvestment plan. No commissions will be payable under the dividend reinvestment plan.

June 22,2006

Bcc: Alan P. Chodosh
McOuireWoodt LLP

Incoming Letter

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