##### Index to Financial Statements





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark one)



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

For the fiscal year ended December 31, 2007

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 0-49633





WELLS REAL ESTATE FUND XIII,
L.P.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2438244                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6200 The Corners Parkway, Norcross, Georgia                    |  | 30092-3365                          
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                               | 
|Registrants telephone number including area code              |  | (770) 449-7800                      

Securities registered pursuant to Section 12(b) of the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|None                |  | None                                     

Securities registered pursuant to section 12(g) of the Act:



|                     |  |                    
|-------------------- |  | -------------------
|CASH PREFERRED UNITS |  | TAX PREFERRED UNITS
|(Title of class)     |  | (Title of class)   

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
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.  x

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

Large accelerated filer   ̈                 Accelerated filer   ̈

Non-accelerated filer  x (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 Exchange Act).    Yes   ̈    No  x











---

##### Index to Financial Statements

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-K of Wells Real Estate Fund XIII, L.P. (the Partnership or the Registrant) other than historical
facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about our plans,
strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended
to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will, expect, intend,
anticipate, estimate, believe, continue, or other similar words. Specifically, we consider, among others, statements concerning future operating results and cash flows, our ability to meet future
obligations, and the amount and timing of any future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this
report is filed with the Securities and Exchange Commission. We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-K, and we do not intend to publicly update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are
subject to unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or
impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to
stockholders, and maintain the value of our real estate properties, may be significantly hindered. Contained in Item 1A. are some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to
differ materially from those presented in our forward-looking statements.



Page 1



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



PART I



|ITEM 1. | BUSINESS.
|------- | ---------

General

Wells Real Estate Fund XIII, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Capital, Inc. (Wells
Capital), a Georgia corporation, serving as its general partners (collectively, the General Partners). Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. (WREF). Leo F. Wells, III is the
president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on September 15, 1998, for the purpose of acquiring, developing, owning, operating, improving, leasing, and
managing income-producing commercial properties for investment purposes. Upon subscription for units, limited partners elected to have their units treated as Cash Preferred Units or Tax Preferred Units. Thereafter, limited partners have the right to
change their prior elections to have some or all of their units treated as Cash Preferred Units or Tax Preferred Units one time during each quarterly accounting period (conversion elections). Limited partners may vote to, among other
things: (a) amend the partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; (c) add or remove a general partner; (d) elect a new general partner;
(e) dissolve the Partnership; and (f) approve a sale involving all or substantially all of the Partnerships assets, subject to certain limitations. The majority vote on any of the described matters will bind the Partnership, without
the concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of which class of unit is selected.

On
March 29, 2001, the Partnership commenced a public offering of up to $45,000,000 of limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced
active operations on June 14, 2001, upon receiving and accepting subscriptions for 125,000 Units. The offering was terminated on March 28, 2003, at which time the Partnership had sold approximately 3,023,371 Cash Preferred Units and
748,678 Tax Preferred Units representing capital contributions of $37,720,487.

Operating Phases and Objectives

The Partnership typically operates in the following five life cycle phases and, during which, typically focuses on the following key operating objectives. The duration of
each phase is dependent upon various economic, industry, market, and other internal/external factors. Some overlap naturally exists in the transition from one phase to the next.



| |  |  | Fundraising phase
| | - |  | -----------------

The period
during which the Partnership is raising capital through the sale and issuance of limited partner units to the public;



| |  |  | Investing phase
| | - |  | ---------------

The period
during which the Partnership invests the capital raised during the fundraising phase, less upfront fees, into the acquisition of real estate assets;



| |  |  | Holding phase
| | - |  | -------------

The period
during which the Partnership owns and operates its real estate assets during the initial lease terms of the tenants;



| |  |  | Positioning-for-sale phase
| | - |  | --------------------------

The period during which the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership
continues to own and operate the real estate assets, evaluate various options for disposition, and market the real estate assets for sale; and



Page 2



---

##### Index to Financial Statements

| |  |  | Disposition-and-liquidation phase
| | - |  | ---------------------------------

The period during which the Partnership sells its real estate investments, distributes net sale proceeds to the partners, liquidates, and terminates the Partnership.

We are in the holding phase of our life cycle, and accordingly will focus resources on managing the Partnerships existing portfolio, including identifying strategic sales of certain properties, and locating
suitable replacement tenants for vacant space as necessary.

Employees

The Partnership has no direct employees. The employees of Wells Capital and Wells Management Company, Inc. (Wells Management), an affiliate of the General Partners, perform a full range of real estate
services for the Partnership including leasing and property management, accounting, asset management, and investor relations. See Item 13, Certain Relationships and Related Transactions, for a summary of the fees paid to the General
Partners or their affiliates during the years ended December 31, 2007, 2006, and 2005.

Insurance

Wells Management carries comprehensive liability and extended coverage with respect to the properties we own through our interest in the joint venture. In the opinion of
management, our properties are adequately insured.

Competition

We will experience competition for tenants from owners and managers of competing projects which may include the General Partners or their affiliates. As a result, in connection with negotiating leases, we may offer rental concessions,
reduced charges for tenant improvements, and other inducements, all of which may have an adverse impact on results of operations. We are also in competition with sellers of similar properties to locate suitable purchasers for its properties.

Economic Dependency

We have engaged Wells Capital and
Wells Management to provide certain essential services for us, including supervision of the management and leasing of our properties, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting
services and investor communications and relations. These agreements are terminable by either party upon 60 days written notice. As a result of these relationships, we are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are all owned and controlled by WREF. The operations of Wells Capital and Wells Management represent substantially all of the business
of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, we might be
required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells
Capital and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored programs and the volume of future acquisitions and dispositions of real estate assets by
WREF-sponsored programs, as well as anticipated dividend income earned from its holdings of common stock of Piedmont Office Realty Trust, Inc. (Piedmont REIT), formerly known as Wells Real Estate Investment Trust, Inc. In addition, as of
December 31, 2007, WREF guaranteed certain unsecured debt of another WREF-sponsored product that is in the start-up phase of its operations. As of February 29, 2008, the amount of the debt guaranteed by WREF was equal to approximately
$139.7 million. As of December 31, 2007, the General Partners believe that WREF generates adequate cash flow from operations and has adequate



Page 3



---

##### Index to Financial Statements

liquidity available in the form of cash on hand and current receivables necessary to meet its current and future obligations as they become due.

We are also dependent upon the ability of our current tenants to pay their contractual rent amounts as they become due. The inability of a tenant to pay future rental
amounts would have a negative impact on our results of operations. We are not aware of any reason why our current tenants will not be able to pay their contractual rental amounts as they become due in all material respects. Situations preventing our
tenants from paying contractual rents could result in a material adverse impact on our results of operations.

Assertion of Legal Actions Against
Related-Parties

On March 12, 2007, a stockholder of Piedmont REIT filed a putative class action and derivative complaint, styled Washtenaw
County Employees Retirement System v. Wells Real Estate Investment Trust, Inc., et al., in the United States District Court for the District of Maryland against, among others, Piedmont REIT; Leo F. Wells, III and Wells Capital, our
General Partners; Wells Management, our property manager; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont REIT prior to the closing of the internalization
transaction on April 16, 2007. The complaint alleges, among other things, violations of the federal proxy rules and breaches of fiduciary duty arising from the Piedmont REIT internalization transaction and the related proxy statement filed with
the Securities and Exchange Commission (SEC) on February 26, 2007, as amended. The complaint seeks, among other things, unspecified monetary damages and nullification of the Piedmont REIT internalization transaction. On
April 9, 2007, the District Court denied the plaintiffs motion for an order enjoining the internalization transaction. On April 17, 2007, the Court granted the defendants motion to transfer venue to the United States District
Court for the Northern District of Georgia, and the case was docketed in the Northern District of Georgia on April 24, 2007. On June 7, 2007, the Court granted a motion to designate the class lead plaintiff and class co-lead counsel. On
June 27, 2007, the plaintiff filed an amended complaint, which attempts to assert class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed with the SEC on February 26,
2007, and derivative claims on behalf of Piedmont REIT. On July 9, 2007, the Court denied the plaintiffs motion for expedited discovery related to an anticipated motion for a preliminary injunction. On August 13, 2007, the defendants
filed a motion to dismiss the amended complaint. The motion to dismiss has been fully briefed and is currently pending before the Court. Mr. Wells, Wells Capital, and Wells Management intend to vigorously defend this action. Any financial loss
incurred by Wells Capital, Wells Management, or their affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.

On August 24, 2007, two stockholders of Piedmont REIT filed a derivative complaint, styledDonald and Donna Goldstein, Derivatively on behalf of Defendant Wells Real Estate Investment Trust, Inc. v. Leo F. Wells, III, et al.,in
the Superior Court of Fulton County, Georgia, on behalf of Piedmont REIT against, among others, Leo F. Wells, III and Wells Capital, our General Partners, and a number of individuals who currently or formerly served as officers or directors of
Piedmont REIT. The complaint alleges, among other things, that the consideration paid by Piedmont REIT as part of the internalization transaction was excessive; that the defendants breached their fiduciary duties to Piedmont REIT; and that the
internalization transaction unjustly enriched the defendants. The complaint seeks, among other things, a judgment declaring that the defendants committed breaches of their fiduciary duties and were unjustly enriched at the expense of Piedmont
REIT; monetary damages equal to the amount by which Piedmont REIT was damaged by the defendants; an order awarding Piedmont REIT restitution from the defendants and ordering disgorgement of all profits and benefits obtained by the defendants from
their wrongful conduct and fiduciary breaches; an order rescinding the internalization transaction; and the establishment of a constructive trust upon any benefits improperly received by the defendants as a result of their wrongful conduct. On
October 19, 2007, the Court verbally granted the defendants motion for a protective order (and entered a written order on October 24, 2007) staying discovery until the Court rules on the defendants motion to dismiss the
complaint. On October 31, 2007, the defendants filed their motion to dismiss the plaintiffs derivative complaint. On December 19, 2007, the Court entered an order allowing the plaintiffs to take limited written discovery on
the issue of derivative demand, but the order staying discovery entered in October 2007



Page 4



---

##### Index to Financial Statements

otherwise remains in effect. The defendants responded to the limited discovery requested by the plaintiffs. On January 10, 2008, the plaintiffs
filed an amended complaint, which contains substantially the same counts against the same defendants as the original complaint with certain additional factual allegations based primarily on events occurring after the original complaint was
filed. In addition, the plaintiffs have responded to the defendants motion to dismiss this lawsuit. A hearing on the motion to dismiss was held on February 22, 2008, and on March 13, 2008, the Court granted the motion to
dismiss.

Web Site Address

Access to copies of each of
our filings with the SEC is available, free of charge, at the http://www.wellsref.comWeb site, through a link to the http://www.sec.gov Web site.



|ITEM 1A. | RISK FACTORS.
|-------- | -------------

Real Estate Risks

Economic and regulatory changes that impact the real estate market generally may cause our operating results to suffer and decrease the value of our real estate
properties.

Our operating results will be subject to risks generally incident to the ownership of real estate, including:



| |  |  | changes in general or local economic conditions;
| | - |  | ------------------------------------------------



| |  |  | changes in supply of or demand for similar or competing properties in an area;
| | - |  | ------------------------------------------------------------------------------



| |  |  | changes in interest rates and availability of permanent mortgage funds, which may render the sale of a property difficult or unattractive;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in tax, real estate, environmental and zoning laws; and
| | - |  | ---------------------------------------------------------------



| |  |  | periods of high interest rates and tight money supply.
| | - |  | ------------------------------------------------------

These and other reasons may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.

General economic conditions may affect the timing of sale of our properties and the sale price we receive.

We may be unable to sell a
property if or when we decide to do so. The real estate market is affected by many factors, such as general economic conditions, the availability of financing, interest rates, and other factors, including supply and demand for real estate
investments, all of which are beyond our control. We cannot predict whether we will be able to sell any property for the price or on terms which are acceptable to us. Further, we cannot predict the length of time which will be needed to find a
willing purchaser and to close the sale of a property.

Adverse economic conditions in the geographic regions in which we own properties may negatively
impact your overall returns.

Adverse economic conditions in the geographic regions in which we own our properties could affect the real estate values
in this area or the business of our tenants if any of our tenants rely upon the local economy for their revenues. Therefore, changes in local economic conditions could reduce our income and distributions to limited partners or the amounts we could
otherwise receive upon the sale of a property in a negatively affected region.

Adverse economic conditions affecting the particular industries of the
tenants of our properties may negatively impact your overall returns.

Adverse economic conditions affecting a particular industry of one or more of our
tenants could affect the financial ability of one or more of our tenants to make payments under their leases, which could cause delays in



Page 5



---

##### Index to Financial Statements

our receipt of rental revenues or a vacancy in one or more of our properties for a period of time. Therefore, changes in economic conditions of the
particular industry of one or more of our tenants could reduce our income and distributions to limited partners and the value of one or more of our properties at the time of sale of such properties.

We are dependent on our tenants for substantially all of our revenue, so our success is materially dependent on the financial stability of our tenants.

Most of our properties are occupied by a single tenant or only a few tenants and, therefore, the success of our investments are materially dependent on
the financial stability of our tenants. Lease payment defaults by tenants could cause us to reduce the amount of distributions to holders of Cash Preferred Units. A default of a tenant on its lease payments to us would cause us to lose the revenue
from the property. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. If a lease is terminated, we cannot assure you that
we will be able to lease the property for the rent previously received or sell the property without incurring a loss.

Your investment in units are
subject to greater risk because we lack a diversified property portfolio.

Because we own interests in only a limited number of properties, your
investment in units are subject to a greater risk of loss. There is a greater risk that you will lose money in your investment because our portfolio of properties is not diverse by geographic location, property type, or industry group of tenants.

Our future financial success depends on only a few tenants.

The revenues generated by these tenants are substantially reliant upon the financial condition of these tenants and, accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result
in the failure or delay of such tenants rental payments, which may have a substantial adverse effect on our financial performance.

We depend on
tenants for our revenue. Accordingly, lease terminations and/or tenant default could reduce our net income and limit our ability to make distributions to our stockholders.

The success of our investments materially depends on the financial stability of our tenants. A default or termination by a significant tenant on its lease payments to us would cause us to lose the revenue associated
with such lease and require us to find an alternative source of revenue. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and
re-letting our property. If significant leases are terminated or defaulted upon, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. These events could cause us to reduce the amount
of distributions to limited partners.

If one or more of our tenants file bankruptcy, we may be precluded from collecting all sums due.

If one or more of our tenants, or the guarantor of a tenants lease, commences, or has commenced against it, any proceeding under any provision of the federal
Bankruptcy Code, as amended, or any other legal or equitable proceeding under any bankruptcy, insolvency, rehabilitation, receivership, or debtors relief statute or law (bankruptcy proceeding), we may be unable to collect sums due under
relevant leases. Any or all of the tenants, or a guarantor of a tenants lease obligations, could be subject to a bankruptcy proceeding. Such a bankruptcy proceeding may bar our efforts to collect pre-bankruptcy debts from these entities or
their properties, unless we are able to obtain an enabling order from the bankruptcy court. If a lease is rejected by a tenant in bankruptcy, we would only have a general unsecured claim against the tenant, and may not be entitled to any further
payments under the lease. A tenants or lease guarantors bankruptcy proceeding could hinder or delay efforts to collect past due balances under relevant leases, and could ultimately preclude collection of these sums. Such an event



Page 6



---

##### Index to Financial Statements

could cause a decrease or cessation of rental payments which would mean a reduction in our cash flow and the amount available for distribution to limited
partners holding Cash Preferred Units. In the event of a bankruptcy proceeding, we cannot assure you that the tenant or its trustee will assume our lease. If a given lease, or guaranty of a lease, is not assumed, our cash flow and the amounts
available for distribution to limited partners holding Cash Preferred Units may be adversely affected.

We may not have funding for future tenant
improvements which may reduce your returns and make it difficult to attract one or more new tenants.

When a tenant at one of our properties does not
renew its lease or otherwise vacates its space in one of our buildings, it is likely that in order to attract one or more new tenants, we will be required to expend substantial funds for tenant improvements and tenant refurbishments to the vacated
space and other lease-up costs. Substantially all of our net offering proceeds available for investment have been used for investment in Partnership properties, and we do not anticipate that we will maintain permanent working capital reserves. We
also have not identified a funding source to provide funds which may be required in the future for tenant improvements, tenant refurbishments, and other lease-up costs in order to attract new tenants. We cannot assure you that any such source of
funding will be available to us for such purposes in the future. In the event that we are required to use net cash from operations to fund such tenant improvements, tenant refurbishments, and other lease-up costs, cash distributions to limited
partners holding Cash Preferred Units will be reduced or eliminated for potentially extended periods of time.

A property that incurs a vacancy could be
difficult to sell or lease.

A property may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our
leases. Our properties may be leased to a single tenant and/or may be specifically suited to the particular needs of certain tenants based on the type of business the tenant operates. If a vacancy on any of our properties continues for a long period
of time, we may suffer reduced revenues resulting in less cash to be distributed to investors holding Cash Preferred Units. In addition, the resale value of the property could be diminished because the market value of a particular property will
depend principally upon the value of the leases of such property.

Uninsured losses relating to real property or excessively expensive premiums for
insurance coverage could reduce our net income.

Our General Partners will attempt to obtain adequate insurance on all of our properties to cover
casualty losses. However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution, or environmental matters that are uninsurable or not economically
insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential terrorism acts could sharply increase the premiums we pay for coverage against property and casualty claims. We
may not have adequate coverage for such losses. If any of our properties incur a casualty loss that is not fully insured, the value of our assets will be reduced by such uninsured loss. In addition, other than reserves of net cash from operations we
may establish, we have no source of funding to repair or reconstruct any uninsured damaged property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions
to limited partners.

Uncertain market conditions and the broad discretion of our General Partners relating to the future disposition of properties
could adversely affect the return on your investment.

We generally will hold the various real properties in which we invest until such time as the
General Partners determine that the sale or other disposition thereof appears to be advantageous to achieve our investment objectives or until it appears that such objectives will not be met. Our General Partners intend to sell properties acquired
for development after holding such properties for a minimum period of 10 years from the date the



Page 7



---

##### Index to Financial Statements

development is completed, and intend to sell existing income-producing properties within 10 to 12 years after their acquisition, or as soon thereafter as
market conditions permit. This is the period of time it typically takes to realize significant appreciation of the type of property in which we traditionally invest. However, our General Partners may exercise their discretion as to whether and when
to sell a property, and we will have no obligation to sell properties at any particular time, except upon the termination of the Partnership as specified in the partnership agreement, or earlier if a majority of you vote to liquidate the Partnership
pursuant to a formal proxy to liquidate. We cannot predict with any certainty the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which
may affect the future disposition of our properties, we cannot assure you that we will be able to sell our properties at a profit in the future. Accordingly, the timing of liquidation of the Partnership and the extent to which you will receive cash
distributions and realize potential appreciation on our real estate investments will be dependent upon fluctuating market conditions.

If any
environmentally hazardous material is determined to exist on a property owned by the Partnership, our operating results could be adversely affected.

Under various federal, state, and local environmental laws, ordinances, and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on,
under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in
which property may be used or businesses may be operated, and these restrictions may require expenditures. Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain
circumstances, by private parties. In connection with the acquisition and ownership of our properties, we may be potentially liable for such costs. The cost of defending against claims of liability, complying with environmental regulatory
requirements, or remediating any contaminated property could materially adversely affect the business, assets, or results of operations of the Partnership and, consequently, amounts available for distribution to limited partners holding Cash
Preferred Units.

The Partnership and/or other prior Wells public limited partnerships sponsored by our General Partners have sold real estate
properties for a sale price less than the original purchase price.

Certain of the real estate properties previously purchased by the Partnership and
other Wells public limited partnerships sponsored by the General Partners have not appreciated to the levels anticipated at the time of purchase. Recently some of these properties have been sold by such programs at purchase prices below the prices
paid for such properties. We cannot guarantee that any of our properties will appreciate in value.

General Investment Risks

The Georgia Revised Uniform Limited Partnership Act (GRULPA) does not grant you any specific voting rights, and your rights are limited under our
partnership agreement.

A vote of a majority in interest of the limited partners is sufficient to take the following significant Partnership actions:



| |  |  | to amend our partnership agreement;
| | - |  | -----------------------------------



| |  |  | to change our business purpose or our investment objectives;
| | - |  | ------------------------------------------------------------



| |  |  | to remove our General Partners; or
| | - |  | ----------------------------------



| |  |  | to authorize a merger or a consolidation of the Partnership.
| | - |  | ------------------------------------------------------------

These are your only significant voting rights granted under our partnership agreement. In addition, GRULPA does not grant you any specific voting rights. Therefore, your voting rights are severely limited.



Page 8



---

##### Index to Financial Statements

You are bound by the majority vote on matters on which you are entitled to vote.

You may approve any of the above actions by majority vote of the limited partners. Therefore, you are bound by such majority vote even if you do not vote with the
majority on any of these actions.

Under our partnership agreement, we are required to indemnify our General Partners under certain circumstances which
may reduce returns to our limited partners.

Under our partnership agreement and subject to certain limitations, the Partnership is required to
indemnify our General Partners from and against losses, liabilities, and damages relating to or arising out of any action or inaction on behalf of the Partnership done in good faith and in the best interest of the Partnership. If substantial and
expensive litigation should ensue and the Partnership is obligated to indemnify one or both General Partners, we may be forced to use substantial funds to do so, which may reduce the return on your investment.

Payment of fees to our General Partners or their affiliates will reduce cash available for distributions to our limited partners.

Our General Partners or their affiliates perform services for us in connection with the management and leasing of our properties in which we own interests. Our affiliates
may receive property management and leasing fees of 4.5% of gross revenues in connection with the commercial properties we own. In addition, we will reimburse our General Partners or their affiliates for the administrative services necessary to our
prudent operation, which includes actual costs of goods, services, and materials used for or by the Partnership. These fees and reimbursements will reduce the amount of cash available for capital expenditures to our properties or distributions to
our limited partners.

The availability and the timing of cash distributions are uncertain.

We cannot assure you that sufficient cash will be available to make distributions to you from either net cash from operations or proceeds from the sale of properties. We
bear all expenses incurred in connection with our operations, which are deducted from cash funds generated by operations prior to computing the amount of net cash from operations to be distributed to our general and limited partners. In addition,
our General Partners, in their discretion, may retain all or any portion of net cash generated from our operations and/or proceeds from the sale of our properties for tenant improvements, tenant refurbishments, and other lease-up costs or for
working capital reserves.

Gains and distributions upon sale of our properties are uncertain.

Although gains from the sale of properties typically represent a substantial portion of any profits attributable to real estate investments, we cannot assure you that we
will realize any gains on the sale of our properties. In any event, you should not expect distribution of such proceeds to occur during the early years of our operations. We generally will not sell properties until at least 10 to 12 years after the
acquisition of the properties and our General Partners may exercise their discretion as to whether and when to sell a property, therefore, we have no obligation to sell properties at any particular time. Further, receipt of the full proceeds of such
sales may be extended over a substantial period of time following the sales. In addition, the amount of taxable gain allocated to you with respect to the sale of a Partnership property could exceed the cash proceeds received from such sale. While
proceeds from the sale of a property will generally be distributed to investors, the General Partners, in their sole discretion, may not make such distribution if such proceeds are used to:



| |  |  | purchase land underlying any of our properties;
| | - |  | -----------------------------------------------



| |  |  | buy out the interest of any co-venturer or joint venture partner in a property which is jointly owned;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | establish working capital reserves; or
| | - |  | --------------------------------------



| |  |  | make repairs, maintenance, tenant improvements, capital improvements, or other expenditures to any of our existing properties.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



Page 9



---

##### Index to Financial Statements

We are uncertain of our sources for funding of future capital needs.

Substantially all of the gross proceeds of the offering were used to invest in properties and to pay various fees and expenses. In addition, we do not anticipate that we
will maintain any permanent working capital reserves. Accordingly, in the event that we develop a need for additional capital in the future, such as the funding of tenant improvements, tenant refurbishments or other lease-up costs, we have not
identified any sources for such funding, and we cannot assure you that any sources of funding will be available to us for potential capital needs in the future.

We may need to reserve net cash from operations for future tenant improvements which may reduce your returns.

We may be required to expend
substantial funds for tenant improvements and tenant refurbishments to vacated space and other lease-up costs. Substantially all of our net offering proceeds available for investment were used for investment in Partnership properties, and we do not
anticipate that we will maintain permanent working capital reserves. We also have no identified funding source to provide funds which may be required in the future for tenant improvements, tenant refurbishments, and other lease-up costs in order to
attract new tenants. We cannot assure you that any such source of funding will be available to us for such purposes in the future. In the event that we are required to use net cash from operations to fund such tenant improvements, tenant
refurbishments, and other lease-up costs, cash distributions to limited partners holding Cash Preferred Units will be reduced or eliminated for potentially extended periods of time.

Concentration of Credit Risk

The Partnership maintains bank accounts with high credit, quality financial
institutions. At times, the balances in these accounts may exceed federally insured limits.

Marketability and Transferability Risks

There is no public trading market for your units.

There is no public
market for your units, and we do not anticipate that any public trading market for your units will ever develop. If you attempt to sell your units, you would likely do so at substantially discounted prices on the secondary market. Further, our
partnership agreement restricts our ability to participate in a public trading market or anything substantially equivalent to one by providing that any transfer which may cause us to be classified as a publicly traded partnership as
defined in Section 7704 of the Internal Revenue Code shall be deemed void and shall not be recognized. Because classification of the Partnership as a publicly traded partnership may significantly decrease the value of your units,
our General Partners intend to use their authority to the maximum extent possible to prohibit transfers of units which could cause us to be classified as a publicly traded partnership.

Your units have limited transferability and lack liquidity due to restrictions under state regulatory laws and our partnership agreement.

You are limited in your ability to transfer your units. Our partnership agreement and certain state regulatory agencies have imposed restrictions relating to the number
of units you may transfer. In addition, the suitability standards applied to you upon the purchase of your units may also be applied to persons to whom you wish to transfer your units. Accordingly, you may find it difficult to sell your units for
cash or if you are able to sell your units, you may have to sell your units at a substantial discount. You may not be able to sell your units in the event of an emergency, and your units are not likely to be accepted as collateral for a loan.

Our estimated unit valuations should not be viewed as an accurate reflection of the value of the limited partners units.

The estimated unit valuations contained in this Annual Report on Form 10-K should not be viewed as an accurate reflection of the value of the limited partners
units, what limited partners might be able to sell their units for, or



Page 10



---

##### Index to Financial Statements

the fair market value of the Partnerships properties, nor do they necessarily represent the amount of net proceeds limited partners would receive if
the Partnerships properties were sold and the proceeds distributed in a liquidation of the Partnership. There is no established public trading market for the Partnerships limited partnership units, and it is not anticipated that a public
trading market for the units will ever develop. We did not obtain any third-party appraisals of our properties in connection with these estimated unit valuations. In addition, property values are subject to change and could decline in the future.
The valuations performed by the General Partners are estimates only, and are based on a number of assumptions which may not be accurate or complete and may or may not be applicable to any specific limited partnership units. Further, these estimated
valuations assume, and are applicable only to, limited partners who have made no conversion elections under the partnership agreement and who purchased their units directly from the Partnership in the Partnerships original public offering of
units. It also should be noted that, as properties are sold and the net proceeds from property sales are distributed to limited partners, the remaining value of the Partnerships portfolio of properties, and resulting value of
Partnerships limited partnership units, will naturally decline.

Special Risks Regarding Status of Units

If you hold Cash Preferred Units, we expect that you will be allocated more income than cash flow.

Since limited partners holding Cash Preferred Units are allocated substantially all of the Partnerships net income, while substantially all deductions for depreciation and other tax losses are allocated to
limited partners holding Tax Preferred Units, we expect that those of you who hold Cash Preferred Units will be allocated taxable income in excess of your cash distributions. We cannot assure you that cash flow will be available for distribution in
any year.

The desired effect of holding Cash Preferred Units or Tax Preferred Units may be reduced depending on how many investors hold each type of
unit.

You will be entitled to different rights and priorities as to distributions of cash flow from operations and net sale proceeds and as to the
allocation of depreciation and other tax losses depending upon whether you are holding Cash Preferred Units or Tax Preferred Units. However, the effect of any advantage associated with holding Cash Preferred Units or Tax Preferred Units may be
significantly reduced or eliminated, depending upon the ratio of Cash Preferred Units to Tax Preferred Units during any given period. We will not attempt to restrict the ratio of Cash Preferred Units to Tax Preferred Units, and we will not attempt
to establish or maintain any particular ratio.

Management Risks

You must rely on our General Partners for management of our business.

Our General Partners make all decisions with
respect to the management of the Partnership. Limited partners have no right or power to take part in the management of the Partnership, except through the exercise of limited voting rights. Therefore, you must rely almost entirely on our General
Partners for management of the Partnership and the operation of its business. Our General Partners may be removed only under certain conditions set forth in our partnership agreement. If our General Partners are removed, they will receive payment
equal to the fair market value of their interests in the Partnership as agreed upon by our General Partners and the Partnership or by arbitration if they are unable to agree.

Leo F. Wells, III has a primary role in determining what is in the best interests of the Partnership and its limited partners.

Leo F. Wells, III is one of our General Partners and is the president, treasurer, and sole director of Wells Capital, our other general partner. Therefore, one person has a primary role in determining what is in the
best interests of the Partnership and its limited partners. Although Mr. Wells relies on the input of the officers and other employees of Wells Capital, he ultimately has the authority to make decisions affecting our Partnership



Page 11



---

##### Index to Financial Statements

operations. Therefore, Mr. Wells alone will determine the propriety of his own actions, which could result in a conflict of interest when he is faced
with any significant decision relating to our Partnership affairs.

Our loss of or inability to obtain key personnel could delay or hinder
implementation of our investment strategies, which could limit our ability to make distributions.

Our success depends to a significant degree upon the
contributions of Leo F. Wells, III, Douglas P. Williams, and Randall D. Fretz, each of whom would be difficult to replace. We do not have employment agreements with Messrs. Wells, Williams, or Fretz, and we cannot guarantee that such persons
will remain affiliated with us. If any of Wells Capitals key personnel were to cease their affiliation with the Partnership, we may be unable to find suitable replacement personnel, and our operating results could suffer. We do not maintain
key person life insurance on any person. We believe that our future success depends, in large part, upon the ability of our General Partners to hire and retain highly skilled managerial and operational personnel. If we lose or are unable to obtain
the services of highly skilled personnel or do not establish or maintain appropriate strategic relationships, our ability to implement our investment strategies could be delayed or hindered, and the value of your investment may decline.

Our operating performance could suffer if Wells Capital incurs significant losses, including those losses that may result from being the general partner of other
entities.

We are dependent on Wells Capital to conduct our operations; thus, adverse changes in the financial condition of Wells Capital, including
changes arising from litigation, or our relationship with Wells Capital could hinder its ability to successfully manage our operations and our portfolio of investments. As a general partner in many Wells-sponsored programs, Wells Capital may have
contingent liabilities for the obligations of such programs. Enforcement of such obligations against Wells Capital could result in a substantial reduction of its net worth. If such liabilities affected the level of services that Wells Capital could
provide, our operations and financial performance could suffer. In addition, WREF, the sole stockholder of Wells Capital, currently guarantees unsecured debt held by Wells Timberland REIT, Inc., a WREF-sponsored product that is in the startup phases
of its operations, equal to approximately $139.7 million as of February 29, 2008.

Our General Partners have a limited net worth consisting of
illiquid assets which may affect their ability to fulfill their financial obligations to the Partnership.

The net worth of our General Partners
consists primarily of interests in real estate, retirement plans, partnerships, and closely-held businesses and, in the case of Wells Capital, receivables from affiliated corporations and partnerships. Accordingly, the net worth of our General
Partners is illiquid and not readily marketable. This illiquidity may be relevant to you in evaluating the ability of our General Partners to fulfill their financial obligations to the Partnership. In addition, our General Partners have significant
commitments to the other Wells-sponsored programs.

Increases in our general and administrative operating expenses, including increased expenses
associated with operating as a public company in the current regulatory environment, could limit our ability to make distributions.

Our general and
administrative operating expenses have increased, and the regulatory environment has resulted in increases in our expenses related to operating as a public company. In addition, as we evolve through our partnership life cycle, and sell various
properties in our portfolio, our general and administrative operating expenses become a larger percentage in relationship to our operating cash flow and the value of our properties. Further, we bear all expenses incurred in connection with our
operations, which are deducted from cash funds generated by operations prior to computing the amount of net cash from operations to be distributed to our limited partners. Therefore, as a result of the increased general and administrative operating
expenses and increased percentage of such expenses, we cannot assure you that sufficient cash will be available to make future distributions to you from either net cash from our operations or proceeds from the sale of our properties.



Page 12



---

##### Index to Financial Statements

Conflicts of Interest Risks

Our General Partners will face conflicts of interest relating to time management which could result in lower returns on our investments.

Because our General Partners and their affiliates have interests in other real estate programs and also engage in other business activities, they could have conflicts of interest in allocating their time between our business and these other
activities, which could affect operations of the Partnership. You should note that our partnership agreement does not specify any minimum amount of time or level of attention that our General Partners are required to devote to the Partnership.

Our General Partners will face conflicts of interest relating to the sale and leasing of properties.

We may be selling properties at the same time as other Wells programs are buying and selling properties. We may have acquired or be selling properties in geographic areas
where other Wells programs own properties or are trying to sell properties, which could lower your return on your investment.

Investments in joint
ventures with affiliates will result in additional risks involving our relationship with the co-venturer.

We have entered into joint ventures with
affiliates. Such investments may involve risks not otherwise present with an investment in real estate, including, for example:



| |  |  | the possibility that our co-venturer, co-tenant, or partner in an investment might become bankrupt;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | that such co-venturer, co-tenant, or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business
interests or goals; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | that such co-venturer, co-tenant, or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Actions by such a co-venturer, co-tenant, or partner might result in subjecting the property to liabilities in excess of those
contemplated and may have the effect of reducing your returns.

Our General Partners will face various conflicts of interest relating to joint ventures
with affiliates.

Since our General Partners and their affiliates control both the Partnership and other affiliates, transactions between the parties
with respect to joint ventures between such parties do not have the benefit of arms length negotiation of the type normally conducted between unrelated co-venturers. Under these joint venture arrangements, neither co-venturer has the power to
control the venture, and an impasse could be reached regarding matters pertaining to the joint venture, which might have a negative influence on the joint venture and decrease potential returns to you. In the event that a co-venturer has a right of
first refusal to buy out the other co-venturer, it may be unable to finance such buy-out at that time. It may also be difficult for us to sell our interest in any such joint venture or partnership or as a co-tenant in property. In addition, to the
extent that our co-venturer, partner, or co-tenant is an affiliate of our General Partners, certain conflicts of interest will exist.

Federal Income
Tax Risks

The Internal Revenue Service (IRS) may challenge our characterization of material tax aspects of your investment in the
Partnership.

An investment in units involves certain material income tax risks, the character and extent of which are, to some extent, a function of
whether you hold Cash Preferred Units or Tax Preferred Units. We will not seek any rulings from the IRS regarding any of the tax issues related to your units.



Page 13



---

##### Index to Financial Statements

Investors may realize taxable income without cash distributions.

As a limited partner in the Partnership, you are required to report your allocable share of the Partnerships taxable income on your personal income tax return
regardless of whether or not you have received any cash distributions from the Partnership. For example, if you hold Cash Preferred Units, you will be allocated substantially all of our net income, defined in the partnership agreement to mean
generally net income for federal income tax purposes, including any income exempt from tax, but excluding all deductions for depreciation and amortization and gain or loss from the sale of Partnership properties, even if such income is in excess of
any distributions of cash from our operations. In addition, if you hold Cash Preferred Units, you will be allocated your share of our net income with respect to such units even though net cash from our operations otherwise distributable to you will
instead be paid to third parties to satisfy the deferred commission obligations with respect to such units for a period of six years following the year of purchase, or longer if required to satisfy the outstanding commission obligation. If you hold
Cash Preferred Units, you will likely be allocated taxable income in excess of any distributions to you, and the amount of cash received by you could be less than the income tax attributable to the net income allocated to you.

We could potentially be characterized as a publicly traded partnership resulting in unfavorable tax results.

If the IRS were to classify the Partnership as a publicly traded partnership, we could be taxable as a corporation, and distributions made to you could be
treated as portfolio income to you rather than passive income. We cannot assure you that we will not, at some time in the future, be treated as a publicly traded partnership due to the following factors:



| |  |  | the complex nature of the IRS rules governing our potential exemption from classification as a publicly traded partnership;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the lack of interpretive guidance with respect to such rules; and
| | - |  | -----------------------------------------------------------------



| |  |  | the fact that any determination in this regard will necessarily be based upon events which have not yet occurred.
| | - |  | -----------------------------------------------------------------------------------------------------------------

The IRS may challenge our allocations of profit and loss.

While it
is more likely than not Partnership items of income, gain, loss, deduction, and credit will be allocated among our General Partners and our limited partners substantially in accordance with the allocation provisions of the partnership agreement, we
cannot assure you that the IRS will not successfully challenge the allocations in the partnership agreement and reallocate items of income, gain, loss, deduction, and credit in a manner which reduces the anticipated tax benefits to investors holding
Tax Preferred Units or increases the income allocated to investors holding Cash Preferred Units.

We may be audited and additional tax, interest, and
penalties may be imposed upon you.

Our federal income tax returns may be audited by the IRS. Any audit of the Partnership could result in an audit of
your tax return causing adjustments of items unrelated to your investment in the Partnership, in addition to adjustments to various Partnership items. In the event of any such adjustments, you might incur accountants or attorneys fees,
court costs, and other expenses contesting deficiencies asserted by the IRS. You may also be liable for interest on any underpayment and certain penalties from the date your tax was originally due. The tax treatment of all Partnership items will
generally be determined at the partnership level in a single proceeding rather than in separate proceedings with each partner, and our General Partners are primarily responsible for contesting federal income tax adjustments proposed by the IRS. In
this connection, our General Partners may extend the statute of limitations as to all partners and, in certain circumstances, may bind the partners to a settlement with the IRS. Further, our General Partners may cause us to elect to be treated as an
electing large partnership. If they do, we could take advantage of simplified flow-through reporting of Partnership items. Adjustments to Partnership items would continue to be determined at the partnership level, however, and any



Page 14



---

##### Index to Financial Statements

such adjustments would be accounted for in the year they take effect, rather than in the year to which such adjustments relate. Accordingly, if you make an
election to change the status of your units between the years in which a tax benefit is claimed and an adjustment is made, you may suffer a disproportionate adverse impact with respect to any such adjustment. Further, our General Partners will have
the discretion in such circumstances either to pass along any such adjustments to the partners or to bear such adjustments at the partnership level, thereby potentially adversely impacting the holders of a particular class of units
disproportionately to holders of the other class of units.

State and local taxes and a requirement to withhold state taxes may apply.

The state in which you reside may impose an income tax upon your share of our taxable income. Further, states in which we own properties may impose income taxes upon
your share of our taxable income allocable to any Partnership property located in that state or other taxes on limited partnerships owning properties in their states. Many states have implemented or are implementing programs to require partnerships
to withhold and pay state income taxes owed by nonresident partners relating to income-producing properties located in their states, and we may be required to withhold state taxes from cash distributions otherwise payable to you. In the event we are
required to withhold state taxes from your cash distributions, or pay other state taxes, the amount of the net cash from operations otherwise payable to you would be reduced. In addition, such collection and filing requirements at the state level
may result in increases in our administrative expenses which would have the effect of reducing cash available for distribution to you. You are urged to consult with your own tax advisors with respect to the impact of applicable state and local taxes
and state tax withholding requirements or other potential state taxes relating to an investment in our units.

Legislative or regulatory action could
adversely affect investors.

In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of the federal
income tax laws applicable to investments similar to an investment in our units. Additional changes to the tax laws are likely to continue to occur in the future, and we cannot assure you that any such changes will not adversely affect the taxation
of a limited partner. Any such changes could have an adverse effect on an investment in our units or on the market value or the resale potential of our properties. You are urged to consult with your own tax advisor with respect to the impact of
recent legislation on your investment in units and the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our units.

Retirement Plan and Qualified Plan Risks

There are special
considerations that apply to a pension or profit-sharing trust or an Individual Retirement Account (IRA) investing in units.

If you are
investing the assets of a pension, profit-sharing, Section 401(k), Keogh, or other qualified retirement plan or the assets of an IRA in units, you should satisfy yourself that:



| |  |  | your investment is consistent with your fiduciary obligations under the Employee Retirement Income Security Act (ERISA) and the Internal Revenue Code;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plans investment policy;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | your investment will not impair the liquidity of the plan or IRA;
| | - |  | -----------------------------------------------------------------



| |  |  | your investment will not produce unrelated business taxable income for the plan or IRA;
| | - |  | -----------------------------------------------------------------------------------------



Page 15



---

##### Index to Financial Statements

| |  |  | you will be able to value the assets of the plan annually in accordance with ERISA requirements; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

We may dissolve the Partnership if our assets are deemed to be plan assets or if we engage in prohibited transactions.

If our assets were deemed to be assets of qualified plans investing as limited partners, i.e., plan assets, our General Partners would be considered to
be fiduciaries of such plans and certain contemplated transactions between our General Partners or their affiliates, and the Partnership may then be deemed to be prohibited transactions subject to excise taxation under Section 4975
of the Internal Revenue Code. Additionally, if our assets were deemed to be plan assets, the standards of prudence and other provisions of ERISA applicable to plan fiduciaries would apply to the General Partners with respect to our investments. We
have not sought a ruling from the U.S. Department of Labor regarding the potential classification of our assets as plan assets.

In this regard, U.S.
Department of Labor Regulations defining plan assets for purposes of ERISA contain exemptions which, if satisfied, would preclude assets of a limited partnership such as ours from being treated as plan assets. We cannot assure you that our
partnership agreement has been structured so that the exemptions in such Regulations would apply to us, although our General Partners intend that an investment by a qualified plan in units will not be deemed an investment in the assets of the
Partnership. We can make no representations or warranties of any kind regarding the consequences of an investment in our units by qualified plans in this regard. Plan fiduciaries are urged to consult with and rely upon their own advisors with
respect to this and other ERISA issues which, if decided adversely to the Partnership, could result in qualified plan investors being deemed to have engaged in prohibited transactions, which would cause the imposition of excise taxes and
co-fiduciary liability under Section 405 of ERISA in the event actions taken by us are deemed to be nonprudent investments or prohibited transactions.

In the event our assets are deemed to constitute plan assets or certain transactions undertaken by us are deemed to constitute prohibited transactions under ERISA or the Internal Revenue Code, and no
exemption for such transactions is obtainable by us, the General Partners have the right, but not the obligation, upon notice to all limited partners, but without the consent of any limited partner, to:



| |  |  | compel a termination and dissolution of the Partnership; or
| | - |  | -----------------------------------------------------------



| |  |  | restructure our activities to the extent necessary to comply with any exemption in the U.S. Department of Labor Regulations or any prohibited transaction exemption
granted by the Department of Labor or any condition which the Department of Labor might impose as a condition to granting a prohibited transaction exemption.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Adverse tax consequences may result because of minimum distribution requirements.

If you intend to purchase units
through your IRA, or if you are a custodian of an IRA or a trustee or other fiduciary of a retirement plan considering an investment in units, you must consider the limited liquidity of an investment in our units as it relates to applicable minimum
distribution requirements under the Internal Revenue Code. If units are held and our properties have not yet been sold at such time as mandatory distributions are required to begin to an IRA beneficiary or qualified plan participant, Sections
408(a)(6) and 401(a)(9) of the Internal Revenue Code will likely require that a distribution-in-kind of the units be made to the IRA beneficiary or qualified plan participant. Any such distribution-in-kind of units must be included in the taxable
income of the IRA beneficiary or qualified plan participant for the year in which the units are received at the fair market value of the units and taxes attributable thereto must be paid without any corresponding cash distributions from us with
which to pay such income tax liability.



Page 16



---

##### Index to Financial Statements

Unrelated business taxable income (UBTI) may be generated with respect to tax-exempt investors.

We do not intend or anticipate that the tax-exempt investors in the Partnership will be allocated income deemed to be derived from an unrelated trade
or business. Notwithstanding this, the General Partners do have limited authority to borrow funds deemed necessary:



| |  |  | to finance improvements necessary to protect capital previously invested in a property;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | to protect the value of our investment in a property; or
| | - |  | --------------------------------------------------------



| |  |  | to make one of our properties more attractive for sale or lease.
| | - |  | ----------------------------------------------------------------

Our General Partners have represented that they will not cause the Partnership to incur indebtedness unless they obtain an opinion from legal counsel or an opinion from our tax accountants that the proposed
indebtedness more likely than not will not cause the income allocable to tax-exempt investors to be characterized as UBTI. Any such opinion will have no binding effect on the IRS or any court, however, and some risk remains that we may generate UBTI
for our tax-exempt investors in the event that it becomes necessary for us to borrow funds.

Further, in the event we were deemed to be a
dealer in real property, defined as one who holds real estate primarily for sale to customers in the ordinary course of business, the gain realized on the sale of our properties which is allocable to tax-exempt investors would be
characterized as UBTI.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS.
|-------- | --------------------------

There were no unresolved SEC staff
comments as of December 31, 2007.



Page 17



---

##### Index to Financial Statements

|ITEM 2. | PROPERTIES.
|------- | -----------

Overview

The Partnership owns indirect interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners and Piedmont
Operating Partnership, LP (Piedmont OP), formerly known as Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership with Piedmont REIT serving as its general partner; Piedmont REIT is a Maryland corporation that
qualifies as a real estate investment trust. During the periods presented, the Partnership owned interests in the following joint ventures (the Joint Ventures) and properties:



|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  |                            |  |      |  |      |  |      |  |     
|---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- |  | ---- |  | ---- |  | ---- |  | ----
|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  | Leased %as of December 31,
|Joint Venture                                                                |  | Joint Venture Partners                                                     |  | Ownership % |  | Properties                                                                                                                         |  | 2007                       |  | 2006 |  | 2005 |  | 2004 |  | 2003
|Wells Fund XIII-REIT Joint Venture Partnership (Fund XIII-REIT Associates) |  |   Wells Real Estate Fund XIII, L.P.   Piedmont Operating Partnership, LP |  | 28.1% 71.9% |  | 1. AmeriCredit Building(1) A two-story office building located in Orange Park, Florida                                             |  |                           |  |     |  |     |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  |                           
|                                                                             |  |                                                                            |  |             |  | 2. 8560 Upland Drive Two connected one-story office and assembly buildings located in Parker, Colorado                             |  | 100%                       |  | 100% |  | 100% |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  |                           
|                                                                             |  |                                                                            |  |             |  | 3. John Wiley Building(1) A four-story office building located in Fishers, Indiana                                                 |  |                           |  |     |  |     |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  |                           
|                                                                             |  |                                                                            |  |             |  | 4. AIU  Chicago Building A four-story office building located in Hoffman Estates, Illinois                                        |  | 83%                        |  | 100% |  | 100% |  | 100% |  | 98% 
|                                                                            
|Fund XIII and Fund XIV Associates (Fund XIII-XIV Associates)               |  |   Wells Real Estate Fund XIII, L.P.   Wells Real Estate Fund XIV, L.P.   |  | 47.3% 52.7% |  | 5. SiemensOrlando Building (Acquired on October 30, 2003) Two one-story office buildings located in Orlando, Florida              |  | 100%                       |  | 100% |  | 100% |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  |                           
|                                                                             |  |                                                                            |  |             |  | 6. Randstad  Atlanta Building(2) (Acquired on December 19, 2003) Four-story office building located in Atlanta, Georgia           |  |                           |  | 100% |  | 100% |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  |                                                                                                                                    |  |                           
|                                                                             |  |                                                                            |  |             |  | 7.7500 Setzler Parkway(3) (Acquired on March 26, 2004) One-story office and warehouse building located in Brooklyn Park, Minnesota |  |                           |  | 100% |  | 100% |  | 100% |  |    
|                                                                            



| | (1) | These properties were sold in April 2005.
| | --- | -----------------------------------------



| | (2) | This property was sold in April 2007.
| | --- | -------------------------------------



| | (3) | This property was sold in January 2007.
| | --- | ---------------------------------------

Wells Real Estate Fund XIV, L.P. is affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash
basis.



Page 18



---

##### Index to Financial Statements

Lease Expirations

As
of December 31, 2007, the lease expirations scheduled during the following 10 years for all properties in which the Partnership held an interest through the Joint Ventures, assuming no exercise of renewal options or termination rights, are
summarized below:



|                         |  |                         |  |                    |  |                                               |           |                                                                     |   |                                      |  |                                                                 |  |       
|------------------------ |  | ----------------------- |  | ------------------ |  | --------------------------------------------- | --------- | ------------------------------------------------------------------- | - | ------------------------------------ |  | --------------------------------------------------------------- |  | ------
|Year of Lease Expiration |  | Number ofLeasesExpiring |  | SquareFeetExpiring |  | AnnualizedGross BaseRent in Year ofExpiration |           | PartnershipShare ofAnnualizedGross BaseRent in Year ofExpiration(1) |   | Percentageof TotalSquareFeetExpiring |  | Percentageof TotalAnnualizedGross BaseRent in Year ofExpiration
|2009(2)                  |  | 1                       |  | 59,201             |  | $                                             | 892,543   |                                                                     | $ | 422,173                              |  | 15.2%                                                           |  | 16.8% 
|2010(3)                  |  | 1                       |  | 159,669            |  |                                               | 2,578,655 |                                                                     |   | 724,860                              |  | 40.9                                                            |  | 48.4  
|2011(4)                  |  | 1                       |  | 148,204            |  |                                               | 1,461,219 |                                                                     |   | 410,749                              |  | 38.0                                                            |  | 27.4  
|2012(5)                  |  | 1                       |  | 9,888              |  |                                               | 169,184   |                                                                     |   | 80,024                               |  | 2.5                                                             |  | 3.2   
|2013(6)                  |  | 1                       |  | 13,086             |  |                                               | 221,965   |                                                                     |   | 104,990                              |  | 3.4                                                             |  | 4.2   
|                         |  |                         |  |                    |  |                                               |           |                                                                     |   |                                      |  |                                                                 |  |       
|                         |  | 5                       |  | 390,048            |  | $                                             | 5,323,566 |                                                                     | $ | 1,742,796                            |  | 100.0%                                                          |  | 100.0%
|                         |  |                         |  |                    |  |                                               |           |                                                                     |   |                                      |  |                                                                 |  |       



| | (1) | The Partnerships share of
annualized gross base rent in year of expiration is calculated based on the Partnerships ownership percentage in the joint venture that owns the leased property.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Siemens  Orlando Building: Siemens
Shared Services, LLC lease (approximately 59,200 square feet).
| | --- | --------------------------------------------------------------------------------------------------



| | (3) | AIU  Chicago Building: American
InterContinental University, Inc. lease (approximately 159,700 square feet).
| | --- | -------------------------------------------------------------------------------------------------------------



| | (4) | 8560 Upland Drive: Quantum Corporation
lease (approximately 148,200 square feet).
| | --- | ---------------------------------------------------------------------------------



| | (5) | Siemens  Orlando Building: Etour
and Travel, Inc. lease (approximately 9,900 square feet).
| | --- | -------------------------------------------------------------------------------------------



| | (6) | Siemens  Orlando Building: Rinker
Materials of Florida, Inc. lease (approximately 13,100 square feet).
| | --- | -------------------------------------------------------------------------------------------------------

Property Descriptions

The properties in which the Partnership owns an interest through the Joint Ventures during the periods presented are further described below:

AmeriCredit Building

The AmeriCredit Building is a two-story office
building containing approximately 85,000 rentable square feet located in Orange Park, Florida. The entire AmeriCredit Building was under a lease agreement with AmeriCredit Financial Services Corporation (AmeriCredit), a wholly-owned
subsidiary of AmeriCredit Corp., which was set to expire on June 30, 2011. On April 13, 2005, the Fund XIII-REIT Associates sold the AmeriCredit Building to an unrelated third party, for a gross sale price of $14,444,000. As a result of
the sale of the AmeriCredit Building, the Partnership received net sale proceeds of approximately $4,020,000 and was allocated a gain of approximately $666,000.

8560 Upland Drive

The 8560 Upland Drive property consists of two one-story office buildings connected to a light assembly building containing
approximately 148,000 rentable square feet located in Parker, Colorado. Additionally, Fund XIII-REIT Associates purchased an undeveloped 3.43-acre tract of land immediately adjacent to 8560 Upland Drive. The 8560 Upland Drive property was under a
lease agreement with Advanced Digital Information Corporation (ADIC) for the entire property, which commenced in December 2001 and was set to expire on December 31, 2011. On July 31, 2006, ADIC assigned its lease rights to
Quantum Corporation (Quantum). Quantum has the right to extend the lease for two additional five-year periods of time by giving written notice to the landlord at least nine months prior to the expiration date of the then current lease
term. The base rent payable for each extended term of the lease will be the then-current market rate. As of December 31, 2007, the annualized



Page 19



---

##### Index to Financial Statements

base rent was approximately $1,350,000, increasing approximately 2% annually each January through the expiration of the lease. The annualized base rent in
2011 is approximately $1,461,000.

John Wiley Building

The
John Wiley Building is a four-story office building containing approximately 141,000 rentable square feet located in Fishers, Indiana. The John Wiley Building was under lease agreements with John Wiley & Sons (approximately 123,700 square
feet), United Students Aid Funds (approximately 14,400 square feet), and Robert Half International (approximately 3,000 square feet). The John Wiley & Sons lease commenced on November 1, 1999 and was set to expire on October 31,
2009. The United Students Aid Funds lease commenced on February 9, 2001 and was set to expire on July 31, 2005. On April 13, 2005, Fund XIII-REIT Associates sold the John Wiley Building to an unrelated third party, for a gross sale
price of $21,530,000. As a result of the sale of the John Wiley Building, the Partnership received net sale proceeds of approximately $6,023,000 and was allocated a gain of approximately $1,392,000.

AIU  Chicago Building

The AIU  Chicago Building is a four-story
office building containing approximately 194,000 rentable square feet located in Hoffman Estates, Illinois. As of December 31, 2007, approximately 82% of the AIU  Chicago Building is leased under net lease agreements (i.e., operating
costs and maintenance costs are paid by the tenants) with American InterContinental University, Inc. (AIU) (approximately 159,700 square feet). Approximately 1% of the building is leased to Piedmont Office Management, LLC (1,200 square
feet for the management office, expiring December 2025).

The initial AIU lease, which included approximately 74,300 square feet, commenced in May 2002 and
was set to expire in June 2008. AIU entered into lease amendments to occupy additional space, including (i) approximately 4,400 square feet, which commenced in April 2003 and was also set to expire in June 2008, (ii) approximately 49,000
square feet, which commenced in July 2003 and expires in December 2010, (iii) approximately 4,100 square feet, which commenced in May 2004 and also expires in December 2010, (iv) approximately 13,500 square feet, which commenced in
February 2005 and was set to expire in October 2008, and (v) approximately 7,200 square feet, which commenced in February 2005 and was set to expire in June 2008. In October 2005, AIU amended its lease again in order to occupy additional space
of approximately 7,300 square feet, which had previously been leased to WFS Financial, and to extend all of the termination dates to December 31, 2010. AIU has a right of first offer to lease additional space in the AIU  Chicago Building
upon such space becoming available. The AIU lease prohibits Fund XIII-REIT Associates from leasing any space in the AIU  Chicago Building to any business, which offers post-high school or corporate training as its primary function. As of
December 31, 2007, the annual base rent payable under the AIU lease was approximately $2,393,000. The annualized rent payable in 2010 for the AIU lease expiring is approximately $2,579,000.

Philips Electronics North America Corporation (Philips North America) is a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned
subsidiary of Koninklijke Philips Electronics N.V. (Philips). Philips North America manages the North American operations of Philips, a worldwide electronics manufacturer. The Philips North America lease covered approximately 32,900
rentable square feet and commenced in July 2002 and expired in July 2007. After fulfilling the terms of the lease, Philips North America vacated the space, and it currently remains unoccupied.

Siemens  Orlando Building

The Siemens  Orlando Building is
comprised of two single-story office buildings containing approximately 82,000 aggregate rentable square feet, on an approximately 7.5-acre tract of land located in Orlando, Florida. The Siemens  Orlando Building, which was completed in 2002,
is under lease agreements with Siemens Shared Services, LLC (approximately 72%); Rinker Materials of Florida, Inc. (approximately 16%); and Etour and



Page 20



---

##### Index to Financial Statements

Travel, Inc. (approximately 12%). Siemens Shared Services LLC (Siemens) occupies approximately 59,200 rentable square feet of the Siemens 
Orlando Building. Siemens, a subsidiary of Siemens AG, provides accounting and human resources services to the operating subsidiaries of Siemens AG, including Siemens Corporation, the guarantor of the Siemens lease, which conducts the American
operations for Siemens AG. Siemens has its corporate headquarters in Iselin, New Jersey. Siemens AG is a worldwide electronics and electrical engineering company with corporate headquarters in Munich, Germany. The initial Siemens lease, which
included approximately 52,100 square feet, commenced on October 1, 2002 and expires on September 30, 2009. On August 15, 2007, Siemens exercised its right of first refusal to lease approximately 7,100 additional square feet of space
through September 30, 2009, which had been vacated by Best Buy Stores, L.P. (Best Buy) in January 2007. Siemens has the right, at its option, to extend the initial term of its leases for two additional three-year periods at 95% of
the then-current market rental rate. Siemens has an option to lease additional space in the Siemens  Orlando Building upon such space becoming available and subject to first refusal rights of other tenants of the Siemens  Orlando
Building. As of December 31, 2007 the annual base rent payable under the Siemens lease was approximately $871,000, increasing to approximately $893,000 in October 2008 through the remainder of the lease term.

Rinker Materials of Florida, Inc. (Rinker) occupies approximately 13,100 rentable square feet of the Siemens  Orlando Building. Rinker is a privately
held concrete company with corporate headquarters in West Palm Beach, Florida. Rinker provides construction and building materials in Florida, Georgia, and South Carolina, including cement, aggregate, brick, glass block, reinforcing steel,
construction chemicals, drywall, and fireplaces. Rinker is a wholly owned subsidiary of Rinker Group Limited (Rinker Group), an Australian company with corporate headquarters in Chatswood, Australia. Rinker Group is a worldwide heavy
building materials corporation. The Rinker lease commenced in April 2003 and expires in April 2013. Rinker has the right, at its option, to extend the initial term of its lease for two additional five-year periods at the then-current market rental
rate but not less than the base rent last payable under this lease as renewed. As of December 31, 2007, the annual base rent payable under the Rinker lease is approximately $191,000, increasing approximately 3% annually each April through the
expiration of the lease. The annualized base rent payable in 2013 is approximately $222,000.

Etour and Travel, Inc. (Etour), formerly Cape
Canaveral Tour and Travel, Inc., occupies approximately 9,900 rentable square feet of the Siemens  Orlando Building. Etour is a subsidiary of Kosmas Group International, Inc. (Kosmas), the guarantor of the Etour leases. Kosmas is a
vacation ownership company with corporate headquarters in New Smyrna Beach, Florida. Kosmas provides timeshare ownership of ten resorts in New Smyrna Beach, two in Kissimmee, and one in Key West, Florida. The Etour lease was set to expire
November 30, 2007. On May 24, 2007, Etour exercised its first renewal option which commenced on December 1, 2007 and expires on November 30, 2012. Etour has the right, at its option, to extend the initial term of its leases for
one additional five-year period at the then-current market rental rate. As of December 31, 2007, the annual base rent payable under the Etour Leases was approximately $150,000. The annualized base rent payable in 2012 is approximately $169,000.

Best Buy occupied approximately 7,100 rentable square feet of the Siemens  Orlando Building. Best Buy is a wholly owned subsidiary of Best Buy Co.,
Inc. (Best Buy Co.). Best Buy Co. is a retailer of consumer electronics, personal computers, entertainment software, and appliances in North America. The Best Buy lease commenced in October 2001 and expired in November 2006; however,
Best Buy continued to occupy the space until January 2007 at a rate of 125% of base rent payable, which was approximately $14,000 per month.

Randstad
 Atlanta Building

The Randstad  Atlanta Building is a four-story office building containing approximately 65,000 aggregate rentable square
feet, on an approximately 2.9-acre tract of land located in Atlanta, Georgia. The Randstad  Atlanta Building was under a lease agreement with the sole tenant, Randstad Staffing Solutions, L.P. (Randstad), an affiliate of Randstad
Holdings N.V. The Randstad lease commenced on December 19, 2003 and was to expire on December 31, 2013. On April 24, 2007, Fund XIII-XIV Associates sold the Randstad  Atlanta



Page 21



---

##### Index to Financial Statements

Building to an unrelated third party for a gross sale price of $9,250,000. As a result of the sale, the Partnership received net sale proceeds of
approximately $4,254,000 and was allocated a gain of approximately $1,390,000.

7500 Setzler Parkway

The 7500 Setzler Parkway property is a single-story office and warehouse building containing approximately 120,000 rentable square feet located on a 10.32-acre tract of
land in Brooklyn Park, Minnesota. The 7500 Setzler Parkway building was under a lease agreement with FedEx SmartPost, Inc. (FedEx) for the entire building and was set to expire on December 31, 2011. On January 31, 2007,
Fund XIII-XIV Associates sold 7500 Setzler Parkway to an unrelated third party for a gross sale price of $8,950,000. As a result of the sale, the Partnership received net sale proceeds of approximately $4,126,000 and was allocated a gain of
approximately $1,025,000.



|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

From time to time, we are party to legal
proceedings which arise in the ordinary course of our business. We are not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on information currently available, have a materially adverse
impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------

No matters
were submitted to a vote of the limited partners during the fourth quarter of 2007.



Page 22



---

##### Index to Financial Statements

PART II



|ITEM 5. | MARKET FOR PARTNERSHIPS UNITS AND RELATED SECURITY HOLDER MATTERS.
|------- | -------------------------------------------------------------------

Summary

As of February 29, 2008, 3,211,384 Cash Preferred Units and 560,664 Tax Preferred Units, held by a total of 1,266 and 140
limited partners, respectively, were outstanding. Capital contributions are equal to $10.00 per each limited partnership unit. A public trading market has not been established for the Partnerships limited partnership units, nor is such a
market anticipated to develop in the future. The partnership agreement provides the General Partners with the right to prohibit transfers of units under certain circumstances.

Unit Valuation

Because fiduciaries of retirement plans subject to ERISA and the IRA custodians are required to
determine and report the value of the assets held in their respective plans or accounts on an annual basis, the General Partners are required under the partnership agreement to report estimated unit values to the limited partners each year in the
Partnerships Annual Report on Form 10-K. The methodology to be utilized for determining such estimated unit values under the partnership agreement requires the General Partners to estimate the amount a unit holder would receive assuming that
the Partnerships properties were sold at their estimated fair market values as of the end of the Partnerships fiscal year and the proceeds therefrom (without any reduction for selling expenses) plus the amount of net sale proceeds held
by the Partnership at year-end from previous property sales, if any, were distributed to the limited partners in liquidation. The estimated unit valuations are intended to be an estimate of the distributions that would be made to limited partners
who purchased their units directly from the Partnership in the Partnerships original public offering of units, and who have made no conversion elections under the partnership agreement.

The General Partners of the Partnership recently completed their estimated unit valuations as of December 31, 2007. Utilizing the foregoing methodology, the General
Partners have estimated the Partnerships unit valuations, based upon their estimates of property values as of December 31, 2007, to be approximately $4.83 per Cash Preferred Unit and $5.03 per Tax Preferred Unit, based upon market
conditions existing in early December 2007. These estimates should not be viewed as an accurate reflection of the value of the limited partners units, what limited partners might be able to sell their units for, or the fair market value of the
Partnerships properties, nor do they necessarily represent the amount of net proceeds limited partners would receive if the Partnerships properties were sold and the proceeds were distributed in a liquidation of the Partnership. There is
no established public trading market for the Partnerships limited partnership units, and it is not anticipated that a public trading market for the units will ever develop. In addition, property values are subject to change and could decline
in the future. While, as required by the partnership agreement, the General Partners have obtained an opinion from The David L. Beal Company, an independent appraiser certified by the Member Appraisal Institute, to the effect that such estimates of
value were deemed reasonable and were prepared in accordance with appropriate methods for valuing real estate, no actual appraisals were obtained due to the inordinate expense that would be involved in obtaining appraisals for all of the
Partnerships properties.

The valuations performed by the General Partners are estimates only, and are based on a number of assumptions which may not
be accurate or complete and may or may not be applicable to any specific limited partnership units. For example, as a result of the availability of conversion elections under the partnership agreement and the resulting complexities involved relating
to the distribution methodology under the partnership agreement, each limited partnership unit of the Partnership potentially has its own unique characteristics as to distributions and value. These estimated valuations assume, and are applicable
only to, limited partners who have made no conversion elections under the partnership agreement and who purchased their units directly from the Partnership in the Partnerships original public offering of units. Further, as set forth above, no
third-party appraisals have or will be obtained. For these reasons, the estimated unit valuations set forth above should not be used by or relied



Page 23



---

##### Index to Financial Statements

upon by investors, other than fiduciaries of retirement plans and IRA custodians for limited ERISA and IRA reporting purposes, as any indication of the fair
market value of their units. In addition, it should be noted that ERISA plan fiduciaries and IRA custodians may use estimated unit valuations obtained from other sources, such as prices paid for the Partnerships units in secondary market
trades, and that such estimated unit valuations may well be lower than those estimated by the General Partners using the methodology required by the partnership agreement.

It should also be noted that the Partnership is in the process of selling certain of its properties and that as properties are sold and the net proceeds from property sales are distributed to limited partners, the
remaining value of the Partnerships portfolio of properties, and resulting value of Partnerships limited partnership units, will naturally decline. In considering the foregoing estimated unit valuations, it should be noted that the
Partnership has previously distributed net sale proceeds in the amount of $4.36 per Cash Preferred Unit and $7.89 per Tax Preferred Unit to its limited partners. These amounts are intended to represent the per-unit distributions received by limited
partners who purchased their units directly from the Partnership in the Partnerships original public offering of units, and who have made no conversion elections under the partnership agreement. Limited partners who have made one or more
conversion elections would have received a different level of per-unit distribution.

Operating Distributions

Operating cash available for distribution to the limited partners is generally distributed on a quarterly basis. Under the partnership agreement, distributions from net
cash from operations are allocated first to the limited partners holding Cash Preferred Units (and limited partners holding Tax Preferred Units that have elected a conversion right that allows them to share in the distribution rights of limited
partners holding Cash Preferred Units) until they have received 10% of their adjusted capital contributions. Cash available for distribution is then distributed to the General Partners until they have received an amount equal to 10% of cash
distributions previously distributed to the limited partners. Any remaining cash available for distribution is split between the limited partners holding Cash Preferred Units and the General Partners on a basis of 90% and 10%, respectively.

Operating cash distributions made to limited partners holding Cash Preferred Units during 2006 and 2007 are summarized below:



|                                          |  |                                 |  |                  |  |                 
|----------------------------------------- |  | ------------------------------- |  | ---------------- |  | ----------------
|                                          |  | Per Cash Preferred Unit        
|Operating Distributions for Quarter Ended |  | Total OperatingCash Distributed |  | InvestmentIncome |  | Return ofCapital
|March 31, 2006                            |  | $462,099                        |  | $0.14            |  | $0.00           
|June 30, 2006                             |  | $465,282                        |  | $0.14            |  | $0.00           
|September 30, 2006                        |  | $403,246                        |  | $0.13            |  | $0.00           
|December 31, 2006                         |  | $464,806                        |  | $0.14            |  | $0.00           
|March 31, 2007                            |  | $494,535                        |  | $0.15            |  | $0.00           
|June 30, 2007                             |  | $401,674                        |  | $0.13            |  | $0.00           
|September 30, 2007                        |  | $340,861                        |  | $0.11            |  | $0.00           
|December 31, 2007                         |  | $290,183                        |  | $0.06            |  | $0.03           

Operating distributions were accrued for accounting purposes in the quarter earned and paid to the Cash Preferred
limited partners in the following quarter. No operating cash distributions were paid to holders of Tax Preferred Units or to the General Partners during the years ended December 31, 2007 and 2006.



Page 24



---

##### Index to Financial Statements

|ITEM 6. | SELECTED FINANCIAL DATA.
|------- | ------------------------

A summary of the selected financial data
as of and for the fiscal years ended December 31, 2007, 2006, 2005, 2004, and 2003 for the Partnership is provided below. The comparability of net income for the periods presented below is impacted by the sale of properties described in
Item 2.



|                                                                                       |  |      |            |      |   |            |      |  |      |            |  |      |            |   |  |   |            |  
|-------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | ---- |  | ---- | ---------- |  | ---- | ---------- | - |  | - | ---------- | -
|                                                                                       |  | 2007 |            | 2006 |   |            | 2005 |  | 2004 |            |  | 2003 |           
|Total assets                                                                           |  | $    | 13,915,352 |      | $ | 20,961,702 |      |  | $    | 21,981,962 |  | $    | 31,129,562 |   |  | $ | 32,516,654 |  
|Equity in income of Joint Ventures                                                     |  | $    | 3,026,738  |      | $ | 925,459    |      |  | $    | 3,023,505  |  | $    | 1,106,316  |   |  | $ | 931,683    |  
|Net income                                                                             |  | $    | 3,066,532  |      | $ | 789,548    |      |  | $    | 3,028,062  |  | $    | 954,373    |   |  | $ | 888,403    |  
|Net income (loss) allocated to Limited Partners:                                       |  |      |            |      |   |            |      |  |      |            |  |      |            |   |  |   |            |  
|Cash Preferred                                                                         |  | $    | 1,290,150  |      | $ | 1,756,977  |      |  | $    | 2,295,882  |  | $    | 2,583,944  |   |  | $ | 1,627,786  |  
|Tax Preferred                                                                          |  | $    | 1,776,382  |      | $ | (967,429   | )    |  | $    | 732,180    |  | $    | (1,629,571 | ) |  | $ | (739,383   | )
|Net income (loss) per weighted-averageLimited Partner Unit:                            |  |      |            |      |   |            |      |  |      |            |  |      |            |   |  |   |            |  
|Cash Preferred                                                                         |  |      | $0.40      |      |   | $ 0.55     |      |  |      | $0.73      |  |      | $ 0.83     |   |  |   | $ 0.56     |  
|Tax Preferred                                                                          |  |      | $3.17      |      |   | $(1.75)    |      |  |      | $1.18      |  |      | $(2.42)    |   |  |   | $(1.09)    |  
|Operating Cash Distributions per weighted-average Cash Preferred Limited Partner Unit: |  |      |            |      |   |            |      |  |      |            |  |      |            |   |  |   |            |  
|Investment Income                                                                      |  |      | $0.45      |      |   | $ 0.56     |      |  |      | $0.64      |  |      | $ 0.81     |   |  |   | $ 0.53     |  
|Return of Capital                                                                      |  |      | $0.03      |      |   | $ 0.00     |      |  |      | $0.00      |  |      | $ 0.00     |   |  |   | $ 0.00     |  
|Operating Cash Distributions per weighted-average Tax Preferred Limited Partner Unit:  |  |      |            |      |   |            |      |  |      |            |  |      |            |   |  |   |            |  
|Investment Income                                                                      |  |      | $0.00      |      |   | $ 0.00     |      |  |      | $0.00      |  |      | $ 0.00     |   |  |   | $ 0.00     |  
|Return of Capital                                                                      |  |      | $0.00      |      |   | $ 0.00     |      |  |      | $0.00      |  |      | $ 0.00     |   |  |   | $ 0.00     |  
|Distribution of net sale proceeds per weighted-average Limited Partner Unit:           |  |      |            |      |   |            |      |  |      |            |  |      |            |   |  |   |            |  
|Cash Preferred                                                                         |  |      | $2.05      |      |   | $ 0.00     |      |  |      | $2.35      |  |      | $ 0.00     |   |  |   | $ 0.00     |  
|Tax Preferred                                                                          |  |      | $3.27      |      |   | $ 0.00     |      |  |      | $4.15      |  |      | $ 0.00     |   |  |   | $ 0.00     |  



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the Selected Financial Data presented in Item 6 and our accompanying financial statements and notes thereto. See also Cautionary Note
Regarding Forward-Looking Statements preceding Part I of this report and Risk Factors in Item 1A. of this report.

Overview

Portfolio Overview

We are currently in the holding
phase of our life cycle. Following the sales of 7500 Setzler Parkway in January 2007 and the Randstad  Atlanta Building in April 2007, we currently own interests in three properties, all of which are well-leased. The sale of 7500 Setzler
Parkway capitalized on the recent lease with FedEx. We also wanted to take advantage of the current capital markets environment and the strong demand for an industrial product, as reflected in the significant increase in value over the holding
period. The sale of the Randstad  Atlanta Building leveraged the remaining six years of the sole tenants lease term in the current capital market environment to produce what we believe was an exceptional sale price, which reflected a
significant increase in value over the holding period.



Page 25



---

##### Index to Financial Statements

In May 2007, Fund XIII-XIV Associates completed a lease amendment with one of the tenants at the Siemens  Orlando
Building, Etour, which extended the termination date from November 30, 2007 to November 30, 2012. Etour leases approximately 9,900 square feet (or approximately 12% of the building). In August 2007, Fund XIII-XIV Associates also completed
a lease amendment with the majority tenant at the Siemens  Orlando Building, Siemens, which allowed the tenant to lease approximately 7,100 additional square feet at this building through September 2009. Siemens currently leases a total of
approximately 52,900 square feet (or approximately 72% of the building). Our focus in the near-term is to maintain the high occupancy level of our portfolio and maximize operating performance in each of our assets.

Operating distributions payable to the limited partners holding Cash Preferred Units for the fourth quarter of 2007 remained consistent with the level paid in the prior
quarter. We anticipate that operating distributions will remain at similar levels in the near-term.

In August 2007, the General Partners distributed net
sale proceeds from the sales of the AmeriCredit Building, the John Wiley Building, and 7500 Setzler Parkway of approximately $4,150,000 to limited partners. In November 2007, the General Partners distributed net sale proceeds from the sales of 7500
Setzler Parkway and the Randstad  Atlanta Building of approximately $4,260,000 to limited partners.

Property Summary

As we continue to operate in the holding phase, we will continue to focus on re-leasing vacant space and space that may become vacant upon the expiration of our current
leases. In doing so, we will seek to maximize returns to our limited partners by negotiating long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property level costs and portfolio costs.
Later as we move into the positioning-for-sale and disposition-and-liquidation phases, our attention will shift to locating suitable buyers and negotiating purchase-sale contracts that will attempt to maximize the total return to our limited
partners, and minimize contingencies and our post-closing involvement with buyers.

Information relating to the properties owned, or previously owned, by
the Joint Ventures is provided below:



| |  |  | The AmeriCredit Building was sold on April 13, 2005.
| | - |  | ----------------------------------------------------



| |  |  | The John Wiley Building was sold on April 13, 2005.
| | - |  | ---------------------------------------------------



| |  |  | The 7500 Setzler Parkway building was sold on January 31, 2007.
| | - |  | ---------------------------------------------------------------



| |  |  | The Randstad  Atlanta Building was sold on April 24, 2007.
| | - |  | -----------------------------------------------------------



| |  |  | 8560 Upland Drive, located in Parker, Colorado, is 100% leased through December 2011.
| | - |  | -------------------------------------------------------------------------------------



| |  |  | The AIU  Chicago Building is located in Hoffman Estates, Illinois, a suburb of Chicago. This asset is currently 83% leased, as a result of the lease
expiration of Philips North America in mid-July 2007. The remaining lease expiration for this building is December 2010.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Siemens  Orlando Building is located in Orlando, Florida. This asset is currently 100% leased to three tenants. The major lease to Siemens extends through
September 2009.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Industry Factors

Our results continue to be impacted by a number of factors influencing the real estate industry.

General Economic Conditions and Real Estate
Market Commentary

The General Partners review a number of economic forecasts and market commentaries in order to evaluate general economic conditions
and to formulate a view of the current environments effect on the real estate markets in which we operate.



Page 26



---

##### Index to Financial Statements

As measured by the U.S. gross domestic product, the U.S. economys growth rate declined from 2.9% in 2006 to 2.2% in
2007, primarily due to declines in private inventory investment and residential fixed investment and decelerations in exports, the majority of which occurred in the fourth quarter of 2007.

The market fundamentals underlying the U.S. office markets remained healthy through the end of 2007, as evidenced by a steady average vacancy rate of 12.5% for the
fourth quarter. However, recent trends in declining employment growth rates and new office supply coming on line suggest that market fundamentals could begin to deteriorate in 2008. However, as measured by office vacancy rates, the
magnitude of deterioration is anticipated to be modest and will vary across markets.

The year 2007 was a record year for portfolio and individual property
sale transactions. Total transaction volume for the year approximated $211 billion, an increase of 55% over 2006. The 2007 results were primarily attributable to several large portfolio sales that closed during the first half of the
year. Credit market disruptions that originated in the single-family housing sector spread to the commercial sector by midyear, and as a result, the pace of sale transactions declined significantly during the second half of the year.

The valuation of commercial office buildings may be impacted by a recent increase in capitalization rates, or the first year rate of return required by an
investor. Following the disruptions in the credit markets, capitalization rates started rising in the second half of 2007 after five years of continuous decline. Looking ahead to 2008, capitalization rates may continue to increase, although the
magnitude of such increases may be more modest for higher-quality properties. Ultimately, property valuations will be determined by a combination of capitalization rates and underlying property fundamentals. Capitalization rate movements
will be significantly influenced by factors such as the amount of capital awaiting investment in real estate and the availability of debt financing. From a fundamentals standpoint, the office sector of the real estate market may struggle over
the near-term with slowing rental rate growth and the potential for increases in vacancy rates, especially in markets with a large concentration of mortgage lending firms. However, a moderate supply of office space, the potential for inflation,
and a large amount of equity capital in the marketplace should lend support for existing Class A property values.

Impact of Economic Conditions on
our Portfolio

While some of the market conditions noted above may indicate expected changes in rental rates, the extent to which our portfolio may be
affected is dependent upon the contractual rental rates currently provided in existing leases at the properties we own. As the majority of our in-place leases are at properties that were acquired at times during which the market demanded higher
rental rates, as compared with today, new leasing activities in certain markets may result in a decrease in future rental rates.

Real Estate Funds with
Current Vacancy or Near-term Rollover Exposure

Less diversified real estate funds, such as the Partnership, that own fewer properties, and those with
current vacancies or near-term tenant rollover, may face a challenging leasing environment. The properties within these funds may be required to offer lower rental rates and higher concession packages to potential tenants, the degree to which will
depend heavily upon the specific property and market.

From a valuation standpoint, it is generally preferable to either renew an existing tenant lease or
re-lease the property prior to marketing it for sale. Generally, buyers will heavily discount their offering prices to compensate for existing or pending vacancies.

Liquidity and Capital Resources

Overview

Our operating strategy entails funding expenditures related to the recurring operations of the Joint Ventures properties and the portfolio with operating cash flows, including current and prior period operating
distributions



Page 27



---

##### Index to Financial Statements

received from the Joint Ventures, and assessing the amount of remaining cash flows that will be required to fund known future re-leasing costs and other
capital improvements. Any residual operating cash flows are generally considered available for distribution to the Cash Preferred limited partners and, unless reserved, are generally paid quarterly. As a result, the ongoing monitoring of our cash
position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more of our core markets could adversely impact the ability of our tenants to honor lease payments and our ability to re-lease
space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs could be adversely affected.

Short-Term Liquidity

During the year ended December 31, 2007,
we generated net operating cash flows, including operating distributions received from the Joint Ventures, of approximately $1,779,000. Operating distributions from the Joint Ventures are generally representative of rental revenues and tenant
reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures. We used net operating cash flows primarily to fund operating distributions of approximately $1,702,000 to Cash Preferred
limited partners. Future operating distributions paid to limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for
tenant re-leasing costs and other capital improvements for properties owned by the Joint Ventures. We anticipate future operating distributions from the Joint Ventures may decline in the near term as a result of a reduction in operating cash flows
due to the sales of 7500 Setzler Parkway in January 2007 and the Randstad  Atlanta Building in April 2007. During the year ended December 31, 2007, we received aggregate net sale proceeds of approximately $8,380,000 from the sales of 7500
Setzler Parkway and the Randstad  Atlanta Building, of which approximately $8,366,000 was distributed to the limited partners from these sales and an additional approximately $44,000 was distributed to the limited partners from the sales of
the AmeriCredit Building and the John Wiley Building.

During the year ended December 31, 2007, we invested residual operating cash flows of
approximately $32,000 in Fund XIII-XIV Associates to fund our pro-rata share of re-leasing costs incurred at the Siemens  Orlando Building and capital improvements at the Randstad  Atlanta Building.

At this time, we expect to continue to generate cash flows from operations, including distributions from the Joint Ventures, sufficient to cover our estimated future
expenses. We also believe that the cash on hand and operating distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $340,000, as of December 31, 2007.

Long-Term Liquidity

We expect that our future sources of capital
will be primarily derived from operating cash flows generated from the Joint Ventures and net proceeds generated from the selective and strategic sale of properties. Our future long-term liquidity requirements will include, but not be limited to,
funding tenant improvements, renovations, expansions, and other significant capital improvements necessary for properties owned through the Joint Ventures. We expect to continue to use substantially all future net cash flows from operations to
provide funding for such requirements. Future cash flows from operating activities will be primarily affected by distributions received from the Joint Ventures, which are dependent upon net operating income generated by the Joint Ventures
properties, less reserves for known or anticipated capital expenditures.

Capital Resources

The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties, or investing in joint ventures
formed for the same purpose, and has invested all of the partners original net offering proceeds available for investment. Thus, it is unlikely that we will acquire interests in any additional properties or joint ventures. Historically, our
investment strategy has generally involved



Page 28



---

##### Index to Financial Statements

acquiring properties that are pre-leased to creditworthy tenants on an all-cash basis through joint ventures with affiliated partnerships.

The Joint Ventures fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of their properties, and tenant
improvements for the purpose of readying their properties for re-leasing. As leases expire, we will work with the Joint Ventures to attempt to re-lease space to an existing tenant or market the space to prospective new tenants. Generally, tenant
improvements funded in connection with lease renewals require less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive
capital costs as well as rental rates. Any capital or other expenditures not provided for by the operations of the Joint Ventures will be funded by the Partnership and respective joint venture partners on a pro-rata basis.

Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership following each calendar quarter-end. Our cash management policy
typically includes first utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event that current and prior period accumulated operating
cash flows are insufficient to fund such costs, net property sale proceeds reserves, if available, would then be utilized.

As of December 31, 2007,
we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:



|                                          |  |             |  |                                     |  |                                              |            |                         |    |                                                                |   |                                                       |   |            |  |   |       
|----------------------------------------- |  | ----------- |  | ----------------------------------- |  | -------------------------------------------- | ---------- | ----------------------- | -- | -------------------------------------------------------------- | - | ----------------------------------------------------- | - | ---------- |  | - | ------
|Property Sold                             |  | NetProceeds |  | PartnershipsApproximateOwnership % |  | Net Sale ProceedsAllocated to
thePartnership |            | Use ofNet Sale Proceeds |    | Net Sale ProceedsDistributed toPartners as
ofDecember 31, 2007 |   | Undistributed NetSale Proceeds as ofDecember 31, 2007
|                                          |  |             |  | Amount                              |  | Purpose                                      |            |                        
|                                          |  |             |  |                                     |  |                                              |           
|AmeriCredit Building(sold in 2005)        |  | $14,301,802 |  | 28.11%                              |  | $                                            | 4,020,236  |                         | $0 |                                                                |  |                                                       | $ | 4,020,236  |  | $ | 0     
|                                          |  |             |  |                                     |  |                                              |           
|John Wiley Building(sold in 2005)         |  | $21,427,599 |  | 28.11%                              |  |                                              | 6,023,298  |                         | 0  |                                                                |  |                                                       |   | 6,023,298  |  |   | 0     
|                                          |  |             |  |                                     |  |                                              |           
|7500 Setzler Parkway(sold in 2007)        |  | $8,723,080  |  | 47.30%                              |  |                                              | 4,126,017  |                         | 0  |                                                                |  |                                                       |   | 4,126,017  |  |   | 0     
|                                          |  |             |  |                                     |  |                                              |           
|Randstad  Atlanta Building(sold in 2007) |  | $8,992,600  |  | 47.30%                              |  |                                              | 4,253,500  |                         | 0  |                                                                |  |                                                       |   | 4,240,448  |  |   | 13,052
|                                          |  |             |  |                                     |  |                                              |            |                         |    |                                                                |   |                                                       |   |            |  |   |       
|Total                                     |  |             |  |                                     |  | $                                            | 18,423,051 |                         | $0 |                                                                |   |                                                       | $ | 18,409,999 |  | $ | 13,052
|                                          |  |             |  |                                     |  |                                              |            |                         |    |                                                                |   |                                                       |   |            |  |   |       

Our General Partners distributed net sale proceeds of approximately $8.4 million in 2007. Upon evaluating the
capital needs of the properties in which we currently own an interest, our General Partners have determined to hold reserves of the remaining net sale proceeds of approximately $13,000.

Results of Operations

Comparison of the year ended December 31, 2007 vs. the year ended December 31,
2006

Equity in Income of Joint Ventures

Equity in income
of Joint Ventures was $3,026,738 and $925,459 for the years ended December 31, 2007 and 2006, respectively. The 2007 increase is primarily attributable to (i) the gains recognized on the sales of 7500 Setzler Parkway in January 2007 and
the Randstad  Atlanta Building in April 2007, partially offset by (ii) a decline in operating income resulting from the aforementioned sales, and (iii) a decline in rental income as a result of the expiration of the Philips North
America lease at the AIU  Chicago Building in July 2007.



Page 29



---

##### Index to Financial Statements

We anticipate equity in income of the Joint Ventures to decrease as a result of recognizing nonrecurring gains on the
sales of 7500 Setzler Parkway and the Randstad  Atlanta Building, as well as, a decrease in operating income due to the aforementioned sales and the expiration of the Philips North America lease at the AIU  Chicago Building in July 2007.

General and Administrative Expenses

Total general and
administrative expenses were $163,822 and $139,292 for the years ended December 31, 2007 and 2006, respectively. The 2007 increase is primarily attributable to an increase in administrative costs, accounting fees, and printing costs relating to
compliance with additional reporting and regulatory requirements, partially offset by a decrease in legal fees.

We anticipate that changes in the future
levels of our general and administrative expenses will vary primarily dependent upon changes in our reporting and regulatory requirements.

Interest and
Other Income

Interest and other income was $203,616 and $3,381 for the years ended December 31, 2007 and 2006, respectively. The 2007 increase is
primarily a result of an increase in the average amount of net sale proceeds held during the respective periods due to the sales of 7500 Setzler Parkway in January 2007 and the Randstad  Atlanta Building in April 2007. Future levels of
interest income will be largely dependent upon the level of net sale proceeds held based on the timing of future dispositions and net sale proceeds distributions to the limited partners.

Comparison of the year ended December 31, 2006 vs. the year ended December 31, 2005

Equity in Income of
Joint Ventures

Equity in income of Joint Ventures was $925,459 and $3,023,505 for the years ended December 31, 2006 and 2005, respectively. The 2006
decrease is primarily attributable to (i) gains recognized on the sales of the AmeriCredit Building and the John Wiley Building in April 2005; (ii) a decline in operating income resulting from the aforementioned sales; (iii) incurring
amortization of deferred leasing costs related to the lease assignment at 7500 Setzler Parkway in July 2006, partially offset by (iv) an increase in interest income earned by the Joint Ventures in 2006; (v) an increase in rental revenue at
7500 Setzler Parkway resulting from the lease assignment in the third quarter 2006; and (vi) an adjustment in the first quarter of 2006 at 7500 Setzler Parkway and second quarter of 2006 at the Siemens  Orlando Building related to prior
year operating expense reimbursement. Tenants are billed for operating expense reimbursements based on estimates, which are reconciled in the following calendar year based on actual costs incurred and the terms of the corresponding tenant leases.

General and Administrative Expenses

Total general and
administrative expenses were $139,292 and $163,954 for the years ended December 31, 2006 and 2005, respectively. The 2006 decrease is primarily attributable to a decline in administrative costs and legal fees relative to the decrease in the
size of the portfolio as a result of the sales of properties.

Interest and Other Income

Interest and other income was $3,381 and $168,511 for the years ended December 31, 2006 and 2005, respectively. The 2006 decrease is primarily a result of a decrease in the average amount of net sale proceeds
held during the respective periods.



Page 30



---

##### Index to Financial Statements

Inflation

We are
exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that would protect us from the impact of inflation. These provisions
include rent steps, reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis, or in some cases, annual reimbursement of operating expenses above a certain
per-square-foot allowance. However, due to the long-term nature of our leases, the leases may not readjust their reimbursement rates frequently enough to cover inflation.

Application of Critical Accounting Policies

Our accounting policies have been established to conform with U.S.
generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If
managements judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of
the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

Below is a discussion of the accounting policies that management considers to be critical in that they may require complex judgment in their application or require
estimates about matters that are inherently uncertain.

Real Estate Assets

Investment in Real Estate Assets

We are required to make subjective assessments as to the useful lives of our
depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Joint Ventures assets by class are as
follows:



|                        |  |                                       
|----------------------- |  | --------------------------------------
|Buildings               |  | 40 years                              
|Building improvements   |  | 5-25 years                            
|Land improvements       |  | 20 years                              
|Tenant improvements     |  | Shorter of lease term or economic life
|Intangible lease assets |  | Lease term                            

In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, our net income
would be misstated.

Valuation of Real Estate Assets

We
continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest through investments in the Joint Ventures may not be recoverable. When indicators
of potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the real estate
assets will be recovered through the undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value,
management adjusts the real estate assets to the fair value, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted
market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined that there has been no impairment in the carrying value of any of our
real estate assets held as of December 31, 2007.



Page 31



---

##### Index to Financial Statements

Projections of expected future cash flows require management to estimate future market rental income amounts subsequent
to the expiration of current lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property, and the number of years the property is held for investment. The use of inappropriate assumptions in
the future cash flow analysis would result in an incorrect assessment of the propertys future cash flows and fair value, and could result in the overstatement of the carrying value of real estate assets held by the Joint Ventures and net
income of the Partnership.

Related-Party Transactions and Agreements

We have entered into agreements with Wells Capital, Wells Management, an affiliate of our General Partners, or their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells
Management or their affiliates for asset management; the management and leasing of our properties; administrative services relating to accounting, property management, and other partnership administration; and incur the related expenses. See
Item 13, Certain Relationships and Related Transactions, for a description of these fees and reimbursements and amounts incurred and Risk Factors  Conflicts of Interest in Item 1A. of this report.

Commitments and Contingencies

Certain lease agreements include
provisions that, at the option of the tenant, may obligate the Partnership to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant. Through November 30, 2009, Etour has the right to request
tenant improvements up to approximately $79,000 to be funded by Fund XIII-XIV Associates. Fund XIII-XIV Associates has not received a request to utilize any such funds to date.

Potential Tax Impact for Limited Partners Holding Tax Preferred Units  American Jobs Creation Act of 2004

The
American Jobs Creation Act of 2004 added Section 470 to the Internal Revenue Code, which initially provided for certain limitations on the utilization of losses by investors that are attributable to leased property owned by a partnership having
both taxable and tax-exempt partners such as the Partnership. If the limitations of Section 470 were applicable to the Partnership, passive losses allocable to limited partners holding Tax Preferred Units could only be utilized to offset
passive income generated from the same property or potentially from properties owned by the Partnership. However, following the enactment of Section 470, the IRS issued a series of announcements applicable to taxable years 2004, 2005, and 2006,
which had the effect of delaying the applicability of Section 470 to partnerships based solely on the fact that a partnership had both taxable and tax-exempt partners. In addition, Section 403(ff) of the Gulf Opportunity Zone Act of 2005
amended the effective date provisions of Section 470 to provide that, in the case of leased property treated as tax-exempt use property by reason of its being owned by a partnership having both taxable and tax-exempt partners, Section 470
applies only to property acquired after March 12, 2004. Thus, we do not believe that the provisions of Section 470 should apply to limit the utilization of losses attributable to the properties owned by the Partnership which were acquired
prior to March 12, 2004, which applies to all of the Partnerships properties with the sole exception of 7500 Setzler Parkway which was acquired after March 12, 2004. In December 2007, however, the Tax Technical Corrections Act of
2007 (the 2007 Technical Corrections Act) was enacted. Section 407(c) of the 2007 Technical Corrections Act amended Section 470 to exempt partnerships having both taxable and tax-exempt partners from the application of
Section 470 (with a limited exception applicable only to partnerships which could be reclassified as leases under the facts and circumstance of the transaction). These provisions of the 2007 Technical Corrections Act are effective
as if they were included in the American Jobs Creation Act initially. Based upon the recently enacted 2007 Technical Corrections Act, we do not believe that the provisions of Section 470 should apply to limit the utilization of losses
attributable to any of the properties owned by the Partnership in any year.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|-------- | -----------------------------------------------------------

Since
we do not borrow any money, make any foreign investments or invest in any market risk- sensitive instruments, we are not subject to risks relating to interest rates, foreign current exchange rate fluctuations, or the other market risks contemplated
by Item 305 of Regulation S-K.



Page 32



---

##### Index to Financial Statements

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|------- | --------------------------------------------

Our financial
statements and supplementary data are detailed under Item 15 (a) and filed as part of the report on the pages indicated.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|------- | -------------------------------------------------------------------------------------

On September 22, 2006, the Financial Oversight Committee of the General Partners dismissed Ernst & Young LLP as the Partnerships independent registered public accounting firm, effective
immediately. Also, on September 22, 2006, the Financial Oversight Committee engaged Frazier & Deeter, LLC as the Partnerships independent registered public accounting firm.

Ernst & Young LLPs report on the financial statements of the Partnership for the year ended December 31, 2005 did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the year ended December 31,
2005, and the subsequent interim period through September 22, 2006, there were no disagreements with Ernst & Young LLP on any matters related to accounting principles or practices, financial statement disclosures, or auditing scope or
procedures, which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference thereto in their reports on the financial statements of the Partnership for such years. There were
no reportable events as set forth in Item 304(a)(1)(v) of Regulation S-K.

The Partnership provided Ernst & Young LLP with a copy of the Form
8-K filed with regard to the change in independent registered public accounting firm, which was filed with the SEC on September 27, 2006, and requested that Ernst & Young LLP furnish the Partnership with a letter addressed to the SEC
stating whether or not it agrees with the foregoing statements. A copy of Ernst & Young LLPs letter dated September 27, 2006, was filed as Exhibit 16.1 to the September 27, 2006 Form 8-K.

During the year ended December 31, 2005, and through September 22, 2006, the Partnership did not consult with Frazier & Deeter, LLC with respect to
the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnerships financial statements, or any other matters or reportable events as set
forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

There were no disagreements with the Partnerships independent public accountants during
the years ended December 31, 2007 and 2006.

ITEM 9A(T).     CONTROL AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an
evaluation, under the supervision and with the participation of management of Wells Capital, one of our General Partners, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as required by Rule 13a-15(b) of the Securities Exchange Act of 1934 as of December 31, 2007. Based upon that evaluation, which was completed as of the end of the period covered by this Form 10-K, the
Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2007 in providing a reasonable level of assurance that the information we are required to disclose
in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that
the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.



Page 33



---

##### Index to Financial Statements

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:



| |  |  | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the Partnership;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and/or members of the Financial Oversight Committee; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnerships assets that could
have a material effect on the financial statements.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of the inherent limitations of internal control over financial reporting,
including the possibility of human error and the circumvention or overriding of controls, material misstatements may not be prevented or detected on a timely basis. In addition, projections of any evaluation of effectiveness to future periods are
subject to the risks that controls may become inadequate because of changes and conditions or that the degree of compliance with policies or procedures may deteriorate. Accordingly, even internal controls determined to be effective can provide only
reasonable assurance that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and represented within the time periods required.

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2007. To make this assessment, we used the criteria
for effective internal control over financial reporting described in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes
that as of December 31, 2007, our system of internal control over financial reporting met those criteria.

This annual report does not include an
attestation report of the Partnerships registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Partnerships registered public accounting firm
pursuant to temporary rules of the SEC that permit the Partnership to provide only managements report in this Annual Report on Form 10-K.

Changes
in Internal Control Over Financial Reporting

There have been no significant changes in our internal control over financial reporting during the quarter
ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------

For the quarter ended December 31, 2007,
all items required to be disclosed under Form 8-K were reported under Form 8-K.



Page 34



---

##### Index to Financial Statements

PART III



|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS GENERAL PARTNERS.
|-------- | ----------------------------------------------------------------------

Wells Capital

Wells Capital, our corporate general partner, was formed in April 1984. The executive offices of Wells Capital are located at
6200 The Corners Parkway, Norcross, Georgia 30092. Leo F. Wells, III is the sole Director and the President of Wells Capital. Wells Capital was organized under the Georgia Business Corporation Code, and is primarily in the business of
serving as general partner or as an affiliate of the general partner in affiliated public limited partnerships (Wells Real Estate Funds). Wells Capital or its affiliates serves as the advisor to the Wells Real Estate Investment
Trust II, Inc. and Wells Timberland REIT, Inc. (collectively, Wells REITs), each of which are Maryland corporations. Wells Real Estate Investment Trust II, Inc. qualifies as a real estate investment trust, and Wells Timberland
REIT, Inc. intends to qualify as a real estate investment trust. In these capacities, Wells Capital performs certain services for the Wells Real Estate Funds and the Wells REITs, including presenting, structuring, and acquiring real estate
investment opportunities; entering into leases and service contracts on acquired properties; arranging for and completing the disposition of properties; and providing other services such as accounting and administrative functions. Wells Capital is a
wholly owned subsidiary of WREF, of which Leo F. Wells, III is the sole stockholder.

Leo F. Wells, III

Mr. Wells, 64, who serves as one of our General Partners, is the president, treasurer, and sole director of Wells Capital, which is our corporate general partner. He
is also the sole stockholder, president, and sole director of WREF, the parent corporation of Wells Capital, Wells Management, Wells Investment Securities, Inc. (WIS), and Wells & Associates, Inc., a real estate brokerage and
investment company formed in 1976 and incorporated in 1978, for which Mr. Wells serves as principal broker. He is also the president, treasurer, and sole director of:



| |  |  | Wells Management, our property manager;
| | - |  | ---------------------------------------



| |  |  | Wells Asset Management, Inc.;
| | - |  | -----------------------------



| |  |  | Wells & Associates, Inc.; and
| | - |  | -----------------------------



| |  |  | Wells Development Corporation, a company he organized in 1997 to develop real properties.
| | - |  | -----------------------------------------------------------------------------------------

Mr. Wells is a director of each of the Wells REITs, which are Maryland corporations that either currently qualify as a real estate investment trust or intend to
qualify as a real estate investment trust.

Mr. Wells was a real estate salesman and property manager from 1970 to 1973 for Roy D. Warren &
Company, an Atlanta-based real estate company, and he was associated from 1973 to 1976 with Sax Gaskin Real Estate Company. From 1980 to February 1985 he served as Vice President of Hill-Johnson, Inc., a Georgia corporation engaged in the
construction business. Mr. Wells holds a Bachelor of Business Administration degree in economics from the University of Georgia. Mr. Wells is a member of the Financial Planning Association.

On August 26, 2003, Mr. Wells and WIS entered into a Letter of Acceptance, Waiver and Consent (AWC) with the National Association of Securities
Dealers, Inc. (NASD) relating to alleged rule violations. The AWC set forth the NASDs findings that WIS and Mr. Wells had violated conduct rules relating to the provision of noncash compensation of more than $100 to associated
persons of NASD member firms in connection with their attendance at the annual educational and due diligence conferences sponsored by WIS in 2001 and 2002. Without admitting or denying the allegations and findings against them, WIS and
Mr. Wells consented in the AWC to various findings by the NASD, which are summarized in the following paragraph:

In 2001 and 2002, WIS
sponsored conferences attended by registered representatives who sold its real estate investment products. WIS also paid for certain expenses of guests of the registered representatives who



Page 35



---

##### Index to Financial Statements

attended the conferences. In 2001, WIS paid the costs of travel to the conference and meals for many of the guests, and paid the costs of playing golf for
some of the registered representatives and their guests. WIS later invoiced registered representatives for the cost of golf and for travel expenses of guests, but was not fully reimbursed for such. In 2002, WIS paid for meals for the guests. WIS
also conditioned most of the 2001 conference invitations on attainment by the registered representatives of a predetermined sales goal for WIS products. This conduct violated the prohibitions against payment and receipt of noncash compensation in
connection with the sales of these products contained in NASDs Conduct Rules 2710, 2810, and 3060. In addition, WIS and Mr. Wells failed to adhere to all of the terms of their written undertaking made in March 2001 not to engage in the
conduct described above, and thereby engaged in conduct that was inconsistent with high standards of commercial honor and just and equitable principles of trade in violation of NASD Conduct Rule 2110.

WIS consented to a censure and Mr. Wells consented to suspension from acting in a principal capacity with an NASD member firm for one year. WIS and Mr. Wells
also agreed to the imposition of a joint and several fine in the amount of $150,000. Mr. Wells one-year suspension from acting in a principal capacity ended on October 6, 2004. Mr. Wells continues to represent the issuer and
perform other nonprincipal activities on behalf of WIS.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the officers and directors of our general partner, and persons who own 10% or more of any class of
equity interests in the Partnership, to report their beneficial ownership of equity interests in the Partnership to the SEC. Their initial reports are required to be filed using the SECs Form 3, and they are required to report subsequent
purchases, sales, and other changes using the SECs Form 4, which must be filed within two business days of most transactions. Officers, directors, and partners owning more than 10% of any class of equity interests in the Partnership are
required by SEC regulations to furnish us with copies of all of reports they file pursuant to Section 16(a).

Financial Oversight Committee

The Partnership does not have a board of directors or an audit committee. Accordingly, as our corporate general partner, Wells Capital, has established a
Financial Oversight Committee consisting of Leo F. Wells, III, as the Principal Executive Officer; Douglas P. Williams, as the Principal Financial Officer; and Randall D. Fretz, as the Senior Vice President of our corporate general partner. The
Financial Oversight Committee serves the equivalent function of an audit committee for, among others, the following purposes: appointment, compensation, review and oversight of the work of our independent registered public accountants, and
establishing and enforcing the code of ethics. However, since neither the Partnership nor its corporate general partner has an audit committee and the Financial Oversight Committee is not independent of the Partnership or the General Partners, we do
not have an audit committee financial expert.

Code of Ethics

The Partnership has adopted a code of ethics applicable to our corporate general partners Principal Executive Officer and Principal Financial Officer, as well as the principal accounting officer, controller or
other employees of our corporate general partner performing similar functions on behalf of the Partnership, if any. The code of ethics is contained in the Business Standards/Code of Conduct/General Policies established by WREF. You may obtain a copy
of this code of ethics, without charge, upon request by calling our Client Services Department at 800-557-4830 or 770-243-8282.



|ITEM 11. | COMPENSATION OF GENERAL PARTNERS AND AFFILIATES.
|-------- | ------------------------------------------------

While the
Partnership is managed by the General Partners and their affiliates, it does not pay any salaries or other compensation directly to the General Partners or to any individual employees, officers, or directors of the General Partners. Further, the
Partnership does not employ, and is not managed by, any of its own employees,



Page 36



---

##### Index to Financial Statements

officers, or directors. Accordingly, no compensation has been awarded to, earned by, or paid to any such individuals in connection with the management of the
Partnership. Due to our current management structure and our lack of any direct employees, officers, or directors, no discussion and analysis of compensation paid by the Partnership nor tabular information concerning salaries, bonuses, and other
types of compensation to executive officers or directors of the Partnership has been included in this Annual Report on Form 10-K.

See
Item 13, Certain Relationships and Related Transactions, for a description of the fees incurred by the Partnership payable to affiliates of the General Partners during the year ended December 31, 2007.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
|-------- | ---------------------------------------------------------------



|(a) | No limited partner is known by the Partnership to own beneficially more than 5% of any class of the outstanding units of the Partnership.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



|(b) | Set forth below is the security ownership of management as of February 29, 2008.
|--- | --------------------------------------------------------------------------------



|                          |  |                         |  |                                          |  |                
|------------------------- |  | ----------------------- |  | ---------------------------------------- |  | ---------------
|Title of Class            |  | Name ofBeneficial Owner |  | Amount and Nature ofBeneficial
Ownership |  | Percent ofClass
|Limited Partnership Units |  | Leo F. Wells, III       |  | 2,095.945 Units(1)                       |  | Less than 1%   



| | (1) | Leo F. Wells, III owns 2,095.945 Cash Preferred Units through an Individual Retirement Account.
| | --- | -----------------------------------------------------------------------------------------------



|(c) | No arrangements exist which would, upon operation, result in a change in control of the Partnership.
|--- | ----------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|-------- | -----------------------------------------------

The compensation
and fees we pay to our General Partners or their affiliates in connection our operations are as follows:

Interest in Partnership Cash Flow and Net Sales
Proceeds

The General Partners are entitled to receive a subordinated participation in net cash flow from operations equal to 10% of net cash flow after
the limited partners holding Cash Preferred Units have received preferential distributions equal to 10% of their adjusted capital accounts in each fiscal year. The General Partners are also entitled to receive a subordinated participation in net
sales proceeds and net financing proceeds equal to 20% of residual proceeds available for distribution after limited partners holding Cash Preferred Units have received a return of their adjusted capital contributions plus a 10% cumulative return on
their adjusted capital contributions, and limited partners holding Tax Preferred Units have received a return of their adjusted capital contributions plus a 15% cumulative return on their adjusted capital contributions; provided, however, that in no
event shall the General Partners receive in the aggregate in excess of 15% of net sales proceeds and net financing proceeds remaining after payments to limited partners from such proceeds of amounts equal to the sum of their adjusted capital
contributions plus a 6% cumulative return on their adjusted capital contributions. The General Partners did not receive any distributions of net cash from operations or net sales proceeds during the year ended December 31, 2007.

Management and Leasing Fees

We have entered into a property
management, leasing, and asset management agreement with Wells Management, an affiliate of the General Partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing
of the Partnerships properties, owned directly or through the Joint Ventures, equal to the lesser of (a) fees that would be paid to a comparable outside firm, that is assessed periodically based on market studies, or (b) 4.5% of the
gross revenues collected monthly; plus, a separate competitive fee for the one-time initial lease-up of newly constructed properties generally paid in conjunction with the receipt of the first months rent. In the case of commercial properties
leased on a long-term net-lease basis (ten or more years), the maximum property management fee



Page 37



---

##### Index to Financial Statements

from such leases shall be 1% of the gross revenues generally paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross
revenues on each lease payable over the first five full years of the original lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly, included in equity in income (loss) of joint ventures in the accompanying
statements of operations. Our share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures that are payable to Wells Management is $49,669, $86,980, and $105,529 for the years ended December 31, 2007,
2006, and 2005, respectively.

Administrative Reimbursements

Wells Capital, one of the our General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting, property management and other partnership administration, and incur the related
expenses. Such expenses are allocated among other entities affiliated with the General Partners based on time spent on each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable
estimation of such expenses. We incurred administrative expenses of $82,610, $69,475, and $84,233 payable to Wells Capital and Wells Management for the years ended December 31, 2007, 2006, and 2005, respectively.

Real Estate Commissions

In connection with the sale of our
properties, the General Partners or their affiliates may receive commissions not exceeding the lesser of (a) 50% of the commissions customarily charged by other brokers in arms-length transactions involving comparable properties in the
same geographic area or (b) 3% of the gross sales price of the property, and provided that payments of such commissions will be made only after limited partners have received prior distributions totaling 100% of their capital contributions plus
a 6% cumulative return on their adjusted capital contributions. No real estate commissions were paid to the General Partners or affiliates for the years ended December 31, 2007, 2006, or 2005.

Procedures Regarding Related-Party Transactions

Our policies and
procedures governing related-party transactions with our General Partners and their affiliates, including, but not limited to, all transactions required to be disclosed under Item 404(a) of Regulation S-K, are restricted or severely limited by
the provisions of Articles XI, XII, XIII, and XIV of our partnership agreement, which has been filed with the SEC. No transaction has been entered into with either of our General Partners or their affiliates that does not comply with those policies
and procedures. In addition, in any transaction involving a potential conflict of interest, including any transaction that would require disclosure under Item 404(a) of Regulation S-K, our General Partners must view such a transaction
after taking into consideration their fiduciary duties to the Partnership.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

Preapproval Policies
and Procedures

The Financial Oversight Committee preapproves all auditing and permissible nonauditing services provided by our independent registered
public accountants. The approval may be given as part of the Financial Oversight Committees approval of the scope of the engagement of our independent registered public accountants or on an individual basis. The preapproval of certain
audit-related services and certain nonauditing services not exceeding enumerated dollar limits may be delegated to one or more of the Financial Oversight Committees members, but the member to whom such authority is delegated shall report any
preapproval decisions to the full Financial Oversight Committee. Our independent registered public accountants may not be retained to perform the nonauditing services specified in Section 10A(g) of the Securities Exchange Act of 1934.



Page 38



---

##### Index to Financial Statements

Fees Paid to the Independent Registered Public Accountants

On September 22, 2006, the Financial Oversight Committee of the General Partners dismissed Ernst & Young LLP as the Partnerships independent
registered public accounting firm, which had served as the Partnerships independent registered public accountants since July 3, 2002, and appointed Frazier & Deeter, LLC to serve in that capacity for the fiscal years ended
December 31, 2007 and 2006. All such fees are recognized in the period to which the services relate. A portion of such fees are allocated to the joint ventures in which the Partnership invests. The aggregate fees billed to the Partnership for
professional accounting services by Frazier & Deeter, LLC and Ernst & Young LLP, including the audit of the Partnerships annual financial statements, for the fiscal years ended December 31, 2007 and 2006, are set forth
in the table below.



|                   |  |                       |        |                   |   |        |  |      |        |  |   |       
|------------------ |  | --------------------- | ------ | ----------------- | - | ------ |  | ---- | ------ |  | - | ------
|                   |  | Frazier & Deeter, LLC |        | Ernst & Young LLP
|                   |  | 2007                  |        | 2006              |   | 2007   |  | 2006
|Audit Fees         |  | $                     | 33,059 |                   | $ | 24,959 |  | $    | 0      |  | $ | 0     
|Audit-Related Fees |  |                       | 0      |                   |   | 0      |  |      | 0      |  |   | 0     
|Tax Fees           |  |                       | 0      |                   |   | 0      |  |      | 18,376 |  |   | 16,638
|Other Fees         |  |                       | 0      |                   |   | 0      |  |      | 0      |  |   | 0     
|                   |  |                       |        |                   |   |        |  |      |        |  |   |       
|Total              |  | $                     | 33,059 |                   | $ | 24,959 |  | $    | 18,376 |  | $ | 16,638
|                   |  |                       |        |                   |   |        |  |      |        |  |   |       

For purposes of the preceding table, the professional fees are classified as follows:



| |  |  | Audit Fees  These are fees for professional services performed for the audit of our annual financial statements and review of financial statements included in
our Form 10-Q filings, services that are normally provided by independent registered public accountants in connection with statutory and regulatory filings or engagements, and services that generally independent registered public accountants
reasonably can provide, such as statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Audit-Related Fees  These are fees for assurance and related services that traditionally are performed by independent registered public accountants, such as
due diligence related to acquisitions and dispositions, internal control reviews, attestation services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tax Fees  These are fees for all professional services performed by professional staff in our independent registered public accountants tax division,
except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of any federal, state or local tax returns. Tax planning and tax advice
encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to acquisitions and dispositions of assets, and requests for rulings or technical advice from taxing authorities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other Fees  These are fees for other permissible work performed that do not meet the above-described categories, including assistance with internal audit
plans and risk assessments.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the fiscal years ended December 31, 2007 and 2006, 100% of the services performed by
Frazier & Deeter, LLC and Ernst & Young LLP described above under the captions Audit Fees, Audit-Related Fees, Tax Fees, and Other Fees were approved in advance by a member of the
Financial Oversight Committee.



Page 39



---

##### Index to Financial Statements

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|-------- | -------------------------------------------



|(a) | 1.  The financial statements are contained on pages F-2 through F-49 of this Annual Report on Form 10-K, and the list of the financial statements contained herein is
set forth on page F-1, which is hereby incorporated by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | The Exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.
|--- | -------------------------------------------------------------------------------------------------------------



|(c) | See (a) 1 above.
|--- | ----------------



Page 40



---

##### Index to Financial Statements

SIGNATURES

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



|               |  |  |  |                                                                                                    |  |                            
|-------------- |  |  |  | -------------------------------------------------------------------------------------------------- |  | ---------------------------
|               |  |  |  | WELLS REAL ESTATE FUND XIII, L.P. (Registrant)                                                    
|               |  |  | 
|               |  |  |  | By:                                                                                                |  | WELLS CAPITAL, INC.        
|               |  |  |  |                                                                                                    |  | (Corporate General Partner)
|               |  | 
|March 27, 2008 |  |  |  | /S/    LEO F. WELLS,
III                                                                          
|               |  |  |  | Leo F. Wells, III President, Principal
Executive Officer, and Sole Director of Wells Capital, Inc.
|               |  | 
|March 27, 2008 |  |  |  | /S/    DOUGLAS P.
WILLIAMS                                                                        
|               |  |  |  | Douglas P. Williams Principal Financial
Officer of Wells Capital, Inc.                            



Page 41



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



TABLE OF CONTENTS



|                                                                                      |  |     
|------------------------------------------------------------------------------------- |  | ----
|FINANCIAL STATEMENTS                                                                  |  | Page
|                                                                                      | 
|WELLS REAL ESTATE FUND XIII, L.P.                                                     |  |     
|Report of Independent Registered Public Accounting Firm  Frazier & Deeter, LLC       |  | F-2 
|Report of Independent Registered Public Accounting Firm  Ernst & Young LLP           |  | F-3 
|Balance Sheets as of December 31, 2007 and 2006                                       |  | F-4 
|Statements of Operations for the Years Ended December 31, 2007, 2006, and 2005        |  | F-5 
|Statements of Partners Capital for the Years Ended December 31, 2007, 2006, and 2005 |  | F-6 
|Statements of Cash Flows for the Years Ended December 31, 2007, 2006, and 2005        |  | F-7 
|Notes to Financial Statements                                                         |  | F-8 
|                                                                                      | 
|WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP                                        |  |     
|Report of Independent Registered Public Accounting Firm  Frazier & Deeter, LLC       |  | F-18
|Report of Independent Registered Public Accounting Firm  Ernst & Young LLP           |  | F-19
|Balance Sheets as of December 31, 2007 and 2006                                       |  | F-20
|Statements of Operations for the Years Ended December 31, 2007, 2006, and 2005        |  | F-21
|Statements of Partners Capital for the Years Ended December 31, 2007, 2006, and 2005 |  | F-22
|Statements of Cash Flows for the Years Ended December 31, 2007, 2006, and 2005        |  | F-23
|Notes to Financial Statements                                                         |  | F-24
|Schedule III  Real Estate and Accumulated Depreciation and Amortization              |  | F-32
|                                                                                      | 
|FUND XIII AND FUND XIV ASSOCIATES                                                     |  |     
|Report of Independent Registered Public Accounting Firm  Frazier & Deeter, LLC       |  | F-34
|Report of Independent Registered Public Accounting Firm  Ernst & Young LLP           |  | F-35
|Balance Sheets as of December 31, 2007 and 2006                                       |  | F-36
|Statement of Operations for the year ended December 31, 2007, 2006, 2005              |  | F-37
|Statement of Partners Capital for the year ended December 31, 2007, 2006, 2005       |  | F-38
|Statement of Cash Flows for the year ended December 31, 2007, 2006, 2005              |  | F-39
|Notes to Financial Statements                                                         |  | F-40
|Schedule III  Real Estate and Accumulated Depreciation and Amortization              |  | F-48



Page F-1



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Real Estate Fund XIII, L.P.

We have audited the accompanying balance
sheets of Wells Real Estate Fund XIII, L.P. (the Partnership) as of December 31, 2007 and 2006, and the related statements of operations, partners capital, and cash flows for each of the two years in the period ended
December 31, 2007. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements 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 financial position of Wells Real Estate Fund XIII, L.P. as of December 31, 2007 and 2006, and the results
of its operations and its cash flows for each of the two years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

/S/    FRAZIER & DEETER, LLC

Atlanta, Georgia

March 26, 2008



Page F-2



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Real Estate Fund XIII, L.P.

We have audited the accompanying
statements of operations, partners capital, and cash flows of Wells Real Estate Fund XIII, L.P. (the Partnership) for the year in the period ended December 31, 2005. These financial statements are the responsibility of
the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of Wells Real Estate Fund XIII, L.P. for the year in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

/S/    ERNST & YOUNG LLP

Atlanta, Georgia

March 23, 2007



Page F-3



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



BALANCE SHEETS

DECEMBER 31, 2007 AND 2006

ASSETS



|                             |  |      |            |      |   |           
|---------------------------- |  | ---- | ---------- | ---- | - | ----------
|                             |  | 2007 |            | 2006
|Investment in joint ventures |  | $    | 13,412,493 |      | $ | 20,355,332
|Cash and cash equivalents    |  |      | 98,326     |      |   | 83,793    
|Due from joint ventures      |  |      | 404,341    |      |   | 522,385   
|Other assets                 |  |      | 192        |      |   | 192       
|                             |  |      |            |      |   |           
|Total assets                 |  | $    | 13,915,352 |      | $ | 20,961,702
|                             |  |      |            |      |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                                                                     |  |   |            |  |   |           
|-------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|Liabilities:                                                                                                         |  |   |            |  |   |           
|Accounts payable and accrued expenses                                                                                |  | $ | 43,030     |  | $ | 44,764    
|Due to affiliates                                                                                                    |  |   | 6,894      |  |   | 6,166     
|Partnership distribution payable                                                                                     |  |   | 290,183    |  |   | 464,806   
|                                                                                                                     |  |   |            |  |   |           
|Total liabilities                                                                                                    |  |   | 340,107    |  |   | 515,736   
|                                                                                                                     |  |  
|Commitment and contingencies                                                                                         |  |   |           |  |   |          
|                                                                                                                     |  |  
|Partners capital:                                                                                                   |  |   |            |  |   |           
|Limited partners:                                                                                                    |  |   |            |  |   |           
|Cash Preferred  3,211,384 and 3,220,631 units issued and outstanding as of December 31, 2007 and 2006, respectively |  |   | 13,575,245 |  |   | 20,445,966
|Tax Preferred  560,664 and 551,417 units issued and outstanding as of December 31, 2007 and 2006, respectively      |  |   | 0          |  |   | 0         
|General partners                                                                                                     |  |   | 0          |  |   | 0         
|                                                                                                                     |  |   |            |  |   |           
|Total partners capital                                                                                              |  |   | 13,575,245 |  |   | 20,445,966
|                                                                                                                     |  |   |            |  |   |           
|Total liabilities and partners capital                                                                              |  | $ | 13,915,352 |  | $ | 20,961,702
|                                                                                                                     |  |   |            |  |   |           

See accompanying notes.



Page F-4



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                                             |  |      |           |      |   |           |      |  |   |          
|------------------------------------------------------------ |  | ---- | --------- | ---- | - | --------- | ---- |  | - | ---------
|                                                             |  | 2007 |           | 2006 |   |           | 2005
|                                                             |  |      |          
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $    | 3,026,738 |      | $ | 925,459   |      |  | $ | 3,023,505
|                                                             |  |      |          
|GENERAL AND ADMINISTRATIVE                                   |  |      | 163,822   |      |   | 139,292   |      |  |   | 163,954  
|                                                             |  |      |          
|INTEREST AND OTHER INCOME                                    |  |      | 203,616   |      |   | 3,381     |      |  |   | 168,511  
|                                                             |  |      |           |      |   |           |      |  |   |          
|NET INCOME                                                   |  | $    | 3,066,532 |      | $ | 789,548   |      |  | $ | 3,028,062
|                                                             |  |      |           |      |   |           |      |  |   |          
|                                                             |  |      |          
|NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:             |  |      |           |      |   |           |      |  |   |          
|CASH PREFERRED                                               |  | $    | 1,290,150 |      | $ | 1,756,977 |      |  | $ | 2,295,882
|                                                             |  |      |           |      |   |           |      |  |   |          
|TAX PREFERRED                                                |  | $    | 1,776,382 |      | $ | (967,429  | )    |  | $ | 732,180  
|                                                             |  |      |           |      |   |           |      |  |   |          
|                                                             |  |      |          
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |      |           |      |   |           |      |  |   |          
|CASH PREFERRED                                               |  |      | $0.40     |      |   | $ 0.55    |      |  |   | $0.73    
|                                                             |  |      |           |      |   |           |      |  |   |          
|TAX PREFERRED                                                |  |      | $3.17     |      |   | $(1.75)   |      |  |   | $1.18    
|                                                             |  |      |           |      |   |           |      |  |   |          
|                                                             |  |      |          
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |      |           |      |   |           |      |  |   |          
|CASH PREFERRED                                               |  |      | 3,211,653 |      |   | 3,218,268 |      |  |   | 3,149,523
|                                                             |  |      |           |      |   |           |      |  |   |          
|TAX PREFERRED                                                |  |      | 560,395   |      |   | 553,780   |      |  |   | 622,525  
|                                                             |  |      |           |      |   |           |      |  |   |          

See accompanying notes.



Page F-5



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |    |  |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | --------------- | ---------- | --------------------- | ----- | ------- | - | ------ | - | ---------- | - |  | -- |  | - | ----------- | -
|                                                                                                                                  |  | Limited Partners |   |  | GeneralPartners |            | TotalPartnersCapital |      
|                                                                                                                                  |  | Cash Preferred   |   |  | Tax Preferred   |            |                       |      
|                                                                                                                                  |  | Units            |   |  | Amount          |            |                       | Units |         |   | Amount |   |            |  
|BALANCE, DECEMBER 31, 2004                                                                                                        |  | 3,131,700        |   |  | $               | 27,274,976 |                       |       | 640,348 |   |        | $ | 3,149,333  |   |  | $0 |  | $ | 30,424,309  |  
|                                                                                                                                  |  |                  |   |  |                 |           
|Cash Preferred conversion elections                                                                                               |  | (10,000          | ) |  |                 | (87,093    | )                     |       | 10,000  |   |        |   | 87,093     |   |  | 0  |  |   | 0           |  
|Tax Preferred conversion elections                                                                                                |  | 76,214           |   |  |                 | 470,413    |                       |       | (76,214 | ) |        |   | (470,413   | ) |  | 0  |  |   | 0           |  
|Net income                                                                                                                        |  | 0                |   |  |                 | 2,295,882  |                       |       | 0       |   |        |   | 732,180    |   |  | 0  |  |   | 3,028,062   |  
|Distributions of operating cash flow($0.64 per weighted-average Cash Preferred Unit)                                              |  | 0                |   |  |                 | (2,000,519 | )                     |       | 0       |   |        |   | 0          |   |  | 0  |  |   | (2,000,519  | )
|Distributions of net sale proceeds($2.35 and $4.15 per weighted-average Cash Preferred Unit and Tax Preferred Unit,
respectively) |  | 0                |   |  |                 | (7,413,870 | )                     |       | 0       |   |        |   | (2,586,130 | ) |  | 0  |  |   | (10,000,000 | )
|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |    |  |   |             |  
|BALANCE, DECEMBER 31, 2005                                                                                                        |  | 3,197,914        |   |  |                 | 20,539,789 |                       |       | 574,134 |   |        |   | 912,063    |   |  | 0  |  |   | 21,451,852  |  
|                                                                                                                                  |  |                  |   |  |                 |           
|Cash Preferred conversion elections                                                                                               |  | (15,581          | ) |  |                 | (100,120   | )                     |       | 15,581  |   |        |   | 100,120    |   |  | 0  |  |   | 0           |  
|Tax Preferred conversion elections                                                                                                |  | 38,298           |   |  |                 | 44,754     |                       |       | (38,298 | ) |        |   | (44,754    | ) |  | 0  |  |   | 0           |  
|Net income                                                                                                                        |  | 0                |   |  |                 | 1,756,977  |                       |       | 0       |   |        |   | (967,429   | ) |  | 0  |  |   | 789,548     |  
|Distributions of operating cash flow($0.56 per weighted-average Cash Preferred Unit)                                              |  | 0                |   |  |                 | (1,795,434 | )                     |       | 0       |   |        |   | 0          |   |  | 0  |  |   | (1,795,434  | )
|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |    |  |   |             |  
|BALANCE, DECEMBER 31, 2006                                                                                                        |  | 3,220,631        |   |  |                 | 20,445,966 |                       |       | 551,417 |   |        |   | 0          |   |  | 0  |  |   | 20,445,966  |  
|                                                                                                                                  |  |                  |   |  |                 |           
|Cash Preferred conversion elections                                                                                               |  | (9,247           | ) |  |                 | (58,701    | )                     |       | 9,247   |   |        |   | 58,701     |   |  | 0  |  |   | 0           |  
|Net income                                                                                                                        |  | 0                |   |  |                 | 1,290,150  |                       |       | 0       |   |        |   | 1,776,382  |   |  | 0  |  |   | 3,066,532   |  
|Distributions of operating cash flow($0.48 per weighted-average Cash Preferred Unit)                                              |  | 0                |   |  |                 | (1,527,253 | )                     |       | 0       |   |        |   | 0          |   |  | 0  |  |   | (1,527,253  | )
|Distributions of net sale proceeds($2.05 and $3.27 per weighted-average Cash Preferred Unit and Tax Preferred Unit, respectively) |  | 0                |   |  |                 | (6,574,917 | )                     |       | 0       |   |        |   | (1,835,083 | ) |  | 0  |  |   | (8,410,000  | )
|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |    |  |   |             |  
|BALANCE, DECEMBER 31, 2007                                                                                                        |  | 3,211,384        |   |  | $               | 13,575,245 |                       |       | 560,664 |   |        | $ | 0          |   |  | $0 |  | $ | 13,575,245  |  
|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |    |  |   |             |  

See accompanying notes.



Page F-6



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  
|---------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | ---- |  | - | ----------- | -
|                                                                                   |  | 2007 |             |   | 2006 |   |            | 2005 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                              |  |      |             |   |      |   |            |      |  |   |             |  
|Net income                                                                         |  | $    | 3,066,532   |   |      | $ | 789,548    |      |  | $ | 3,028,062   |  
|Operating distributions received from joint ventures                               |  |      | 1,740,232   |   |      |   | 1,885,550  |      |  |   | 2,245,596   |  
|Adjustments to reconcile net income to net cash provided by operating activities:  |  |      |             |   |      |   |            |      |  |   |             |  
|Equity in income of joint ventures                                                 |  |      | (3,026,738  | ) |      |   | (925,459   | )    |  |   | (3,023,505  | )
|Operating changes in assets and liabilities:                                       |  |      |             |   |      |   |            |      |  |   |             |  
|Increase in other assets                                                           |  |      | 0           |   |      |   | (192       | )    |  |   | 0           |  
|Decrease in due from affiliate                                                     |  |      | 0           |   |      |   | 0          |      |  |   | 478         |  
|(Decrease) increase in accounts payable and accrued expenses                       |  |      | (1,734      | ) |      |   | (3,823     | )    |  |   | 12,191      |  
|Increase (decrease) in due to affiliates                                           |  |      | 728         |   |      |   | (1,763     | )    |  |   | 4,558       |  
|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  
|Net cash provided by operating activities                                          |  |      | 1,779,020   |   |      |   | 1,743,861  |      |  |   | 2,267,380   |  
|                                                                                   |  |      |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                              |  |      |             |   |      |   |            |      |  |   |             |  
|Investments in joint ventures                                                      |  |      | (32,128     | ) |      |   | (12,497    | )    |  |   | (114,404    | )
|Net sale proceeds received from joint ventures                                     |  |      | 8,379,517   |   |      |   | 0          |      |  |   | 10,043,535  |  
|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  
|Net cash provided by (used in) investing activities                                |  |      | 8,347,389   |   |      |   | (12,497    | )    |  |   | 9,929,131   |  
|                                                                                   |  |      |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                              |  |      |             |   |      |   |            |      |  |   |             |  
|Net sale proceeds distributions paid to limited partners                           |  |      | (8,410,000  | ) |      |   | 0          |      |  |   | (10,000,000 | )
|Operating distributions paid to limited partners from accumulated operating income |  |      | (1,701,876  | ) |      |   | (1,804,222 | )    |  |   | (2,192,411  | )
|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  
|Net cash used in financing activities                                              |  |      | (10,111,876 | ) |      |   | (1,804,222 | )    |  |   | (12,192,411 | )
|                                                                                   |  |      |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               |  |      | 14,533      |   |      |   | (72,858    | )    |  |   | 4,100       |  
|                                                                                   |  |      |            
|CASH AND CASH EQUIVALENTS, beginning of year                                       |  |      | 83,793      |   |      |   | 156,651    |      |  |   | 152,551     |  
|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  
|CASH AND CASH EQUIVALENTS, end of year                                             |  | $    | 98,326      |   |      | $ | 83,793     |      |  | $ | 156,651     |  
|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  
|                                                                                   |  |      |            
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:             |  |      |             |   |      |   |            |      |  |   |             |  
|Partnership distributions payable                                                  |  | $    | 290,183     |   |      | $ | 464,806    |      |  | $ | 473,594     |  
|                                                                                   |  |      |             |   |      |   |            |      |  |   |             |  

See accompanying notes.



Page F-7



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007, 2006, AND 2005



|1. | ORGANIZATION AND BUSINESS
|-- | -------------------------

Wells Real Estate Fund XIII, L.P. (the
Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Capital, Inc. (Wells Capital), a Georgia corporation, serving as its general partners (collectively, the General Partners).
Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. Leo F. Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of Wells Real Estate Funds, Inc. The Partnership was
formed on September 15, 1998 for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their
units treated as Cash Preferred Units or Tax Preferred Units. Thereafter, limited partners have the right to change their prior elections to have some or all of their units treated as Cash Preferred Units or Tax Preferred Units one time during each
quarterly accounting period. Limited Partners may vote to, among other things: (a) amend the Partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership, (c) add
or remove a general partner; (d) elect a new general partner; (e) dissolve the Partnership; and (f) approve a sale involving all or substantially all of the Partnerships assets, subject to certain limitations. The majority vote
on any of the described matters will bind the Partnership, without the concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of which class of unit is selected.

On March 29, 2001, the Partnership commenced an offering of up to $45,000,000 of Cash Preferred or Tax Preferred limited partnership units ($10.00 per unit)
pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations upon receiving and accepting subscriptions for 125,000 units on June 14, 2001. The offering was terminated on
March 28, 2003, at which time the Partnership had sold approximately 3,023,371 Cash Preferred Units and 748,678 Tax Preferred Units representing capital contributions of $37,720,487.

The Partnership owns indirect interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners and Piedmont
Operating Partnership, LP (Piedmont OP), formerly known as Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. (Piedmont REIT), formerly known as Wells Real
Estate Investment Trust, Inc., serving as its general partner; Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust. During the periods presented, the Partnership owned interests in the following joint ventures
(the Joint Ventures) and properties:



|                                                                             |  |                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                |  | Joint Venture Partners                                                     |  | Properties                                                                                                                                                                                                                                                                                                                                                                     
|Wells Fund XIII-REIT Joint Venture Partnership (Fund XIII-REIT Associates) |  |   Wells Real Estate Fund XIII, L.P.
  Piedmont Operating Partnership, LP |  | 1. AmeriCredit Building(1) A two-story office building located in Orange Park, Florida  2. 8560 Upland Drive Two connected one-story office and assembly buildings located in Parker, Colorado  3. John Wiley Building(1) A four-story office building located in
Fishers, Indiana  4. AIU 
Chicago Building A four-story office building located in Hoffman Estates, Illinois



Page F-8



---

##### Index to Financial Statements

|                                                               |  |                                                                            |  |                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------- |  | -------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                  |  | Joint Venture Partners                                                     |  | Properties                                                                                                                                                                                                                                                                                       
|Fund XIII and Fund XIV Associates (Fund XIII-XIV Associates) |  |    Wells Real Estate Fund XIII,
L.P.    Wells Real Estate Fund XIV, L.P. |  | 5. Siemens  Orlando Building Two single-story office buildings located in Orlando, Florida 
6. Randstad  Atlanta Building(2) A four-story office building located in Atlanta, Georgia  7. 7500 Setzler Parkway(3) A one-story office and warehouse building
located in Brooklyn Park, Minnesota



| | (1) | These properties were sold in April 2005.
| | --- | -----------------------------------------



| | (2) | This property was sold in April 2007.
| | --- | -------------------------------------



| | (3) | This property was sold in January 2007.
| | --- | ---------------------------------------

Wells Real Estate Fund XIV, L.P. is affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash
basis.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Basis of
Presentation

The Partnerships financial statements are prepared in accordance with U.S. generally accepted accounting principles
(GAAP).

Use of Estimates

The preparation
of the Partnerships financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and
liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment in Joint Ventures

The Partnership has evaluated the Joint Ventures and concluded that none are variable-interest entities under the provisions of Financial Accounting
Standards Board Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities, which supersedes FIN No. 46 and is an interpretation of Accounting Research Bulletin (ARB) No. 51,
Consolidated Financial Statements. The Partnership does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is
required for any major decision or any action that would materially affect the Joint Ventures, or their real property investments. Accordingly, upon applying the provisions of Statement of Financial Accounting Standard (SFAS)
No. 94, Consolidation of All Majority-Owned Subsidiaries, ARB No. 51, and Statement of Position (SOP) No. 78-9, Accounting for Investments In Real Estate Ventures, the Partnership accounts for its investments
in the Joint Ventures using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms
of the joint venture agreements, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed
to the joint venture partners on a quarterly basis.

The Partnership continually monitors events and changes in circumstances that could indicate that the
carrying amounts of the real estate assets owned through the Partnerships investment in the Joint Ventures may not be



Page F-9



---

##### Index to Financial Statements

recoverable. When indicators of potential impairment are present, management assesses whether the respective carrying values will be recovered with the
undiscounted future operating cash flows expected from the use of the asset and its eventual disposition for assets held for use or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected
undiscounted future cash flows for assets held for use or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair
values and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for comparable
properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash
and short-term investments. Short-term investments are stated at cost, which approximates fair value, and consist of investments in money market accounts.

Other Assets

As of December 31, 2007 and 2006, other assets is comprised of interest income receivable. Interest receivable represents
interest earned during the period presented, which will be received in the following month.

Distribution of Net Cash from Operations

Net cash from operations, if available, is generally distributed quarterly to the limited partners as follows:



| |  |  | First, to all Cash Preferred limited partners on a per-unit basis until such limited partners have received distributions equal to a 10% per annum return on
their respective net capital contributions, as defined.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Second, to the General Partners until the General Partners have received distributions equal to 10% of the total cumulative distributions paid by the Partnership.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Third, to the Cash Preferred limited partners on a per-unit basis and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

No distributions of net cash from operations will be made to limited partners holding Tax Preferred Units.

Distribution of Sale Proceeds

Upon the sale of properties, unless
reserved, net sale proceeds will be distributed in the following order:



| |  |  | In the event that the particular property sold is sold for a price that is less than its original property purchase price, to the limited partners holding Cash
Preferred Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by
the limited partners holding Tax Preferred Units with respect to such property;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners holding units which at any time have been treated as Tax Preferred Units until the limited partners have received an amount necessary to equal
the net cash from operations previously received by the limited partners holding Cash Preferred Units on a per-unit basis;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contributions, as defined;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



Page F-10



---

##### Index to Financial Statements

| |  |  | To all limited partners on a per-unit basis until the limited partners have received a cumulative 10% per annum return on their respective net capital
contributions, as defined;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners on a per-unit basis until the limited partners have received an amount equal to their respective preferential limited partner returns (defined
as the sum of a 10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Cash Preferred Units and a 15% per annum cumulative return on net capital contributions for all periods
during which the units were treated as Tax Preferred Units);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the General Partners until they have received 100% of their respective capital contributions, as defined;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Then, if limited partners have received any excess limited partner distributions (defined as distributions to limited partners over the life of their investment in
the Partnership in excess of their net capital contributions, as defined, plus their preferential limited partner return), to the General Partners until they have received distributions equal to 20% of the sum of any such excess limited partner
distributions plus distributions made to the General Partners pursuant to this provision; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.
| | - |  | --------------------------------------------------------------------------------------------

Allocations of Net Income, Net Loss, and Gain on Sale

For the
purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery, and the gain on sale of assets. Net income, as
defined, of the Partnership is generally allocated each year in the same proportion that net cash from operations is distributed to the partners holding Cash Preferred Units and to the General Partner. To the extent the Partnerships net income
in any year exceeds net cash from operations, it will be allocated 99% to the limited partners holding Cash Preferred Units and 1% to the General Partners.

Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Tax Preferred Units and 1% to the General Partners until their capital accounts are reduced
to zero; (b) then, to any partner having a positive balance in his capital account in an amount not to exceed such positive balance; and (c) thereafter, to the General Partners.

Gain on the sale or exchange of the Partnerships properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to
partners after the following allocations are made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all
negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Tax Preferred Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the
specific partnership property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

Income Taxes

The Partnership is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying
financial statements. The partners are required to include their respective shares of profits and losses in their individual income tax returns.

Recent
Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FIN No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes, which clarifies the relevant criteria and approach for the recognition, derecognition, and measurement of uncertain tax positions.



Page F-11



---

##### Index to Financial Statements

FIN No. 48 was effective for the Partnership beginning January 1, 2007. The adoption of this pronouncement has not had a material impact on the
Partnerships financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities  Including an Amendment of FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. SFAS No. 159 permits entities to choose to measure many financial instruments and
certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 will be effective for
fiscal years beginning after November 15, 2007. The Partnership is currently assessing these provisions and evaluating the financial impact of SFAS No. 159 on its financial statements; however, it is not currently planning to adopt the
fair value option in 2008.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a
framework for measuring fair value, and expands disclosures required for fair value measurements under GAAP, including amending SFAS No. 144. SFAS No. 157 emphasizes that fair value is a market-based measurement, as opposed to an
entity-specific measurement. In February 2008, the FASB issued Staff Position No. SFAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13 (FSP 157-1). FSP 157-1, which is effective upon the initial adoption of SFAS No.157, excludes SFAS No. 13, Accounting for Leases, as well as other
accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS No. 13, from the scope of SFAS No. 157. In February 2008, the FASB issued Staff Position No. SFAS 157-2, Effective Date of
FASB Statement No. 157(FSP 157-2). FSP 157-2 delays the effective date of SFAS No. 157 for all nonrecurring nonfinancial assets and liabilities until fiscal years beginning after November 15, 2008. Accordingly, FSP
157-2 will be effective for the Partnership beginning January 1, 2009, and all other aspects of SFAS No. 157 will be effective for the Partnership beginning January 1, 2008. The Partnership is currently assessing the provisions and
evaluating the financial impact of SFAS No. 157, FSP 157-1, and FSP 157-2 on its financial statements; however, the Partnership does not believe the adoption of this pronouncement will have a material impact on its financial statements.

In June 2007, the American Institute of Certified Public Accountants (AICPA) issued SOP 07-1, Clarification of the Scope of the Audit and
Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies, which provides guidance for determining which entities fall within the scope of the AICPA
Audit and Accounting Guide for Investment Companies and requires additional disclosures for certain of those entities. In October 2007, the FASB elected to indefinitely defer the effective date of SOP 07-1. As a result, the Partnership has
postponed its evaluation of the provisions of SOP 07-1 and the related impact on its financial statements and accompanying notes.



|4. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------

Due from Joint Ventures

As of December 31, 2007 and 2006, due from joint ventures represents the Partnerships share of operating cash flow to be distributed for the
fourth quarters of 2007 and 2006, respectively, from the Joint Ventures:



|                          |  |      |         |      |   |        
|------------------------- |  | ---- | ------- | ---- | - | -------
|                          |  | 2007 |         | 2006
|Fund XIII-REIT Associates |  | $    | 246,711 |      | $ | 260,210
|Fund XIII-XIV Associates  |  |      | 157,630 |      |   | 262,175
|                          |  |      |         |      |   |        
|                          |  | $    | 404,341 |      | $ | 522,385
|                          |  |      |         |      |   |        



Page F-12



---

##### Index to Financial Statements

Summary of Investments

The Partnerships investments and approximate ownership percentages in the Joint Ventures as of December 31, 2007 and 2006 are summarized below:



|                          |  |        |            |            |     |        |   |            |  |    
|------------------------- |  | ------ | ---------- | ---------- | --- | ------ | - | ---------- |  | ---
|                          |  | 2007   |            | 2006      
|                          |  | Amount |            | Percentage |     | Amount |   | Percentage
|Fund XIII-REIT Associates |  | $      | 8,976,189  |            | 28% |        | $ | 9,617,225  |  | 28%
|Fund XIII-XIV Associates  |  |        | 4,436,304  |            | 47% |        |   | 10,738,107 |  | 47%
|                          |  |        |            |            |     |        |   |            |  |    
|                          |  | $      | 13,412,493 |            |     |        | $ | 20,355,332 |  |    
|                          |  |        |            |            |     |        |   |            |  |    

Summary of Activity

Roll-forwards of the Partnerships investment in the Joint Ventures for the years ended December 31, 2007 and 2006 are presented below:



|                                                |  |      |             |   |      |   |            |  
|----------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | -
|                                                |  | 2007 |             |   | 2006 |  
|Investment in Joint Ventures, beginning of year |  | $    | 20,355,332  |   |      | $ | 21,442,460 |  
|Equity in income of Joint Ventures              |  |      | 3,026,738   |   |      |   | 925,459    |  
|Contributions to Joint Ventures                 |  |      | 32,128      |   |      |   | 12,497     |  
|Distributions from Joint Ventures               |  |      | (10,001,705 | ) |      |   | (2,025,084 | )
|                                                |  |      |             |   |      |   |            |  
|Investment in Joint Ventures, end of year       |  | $    | 13,412,493  |   |      | $ | 20,355,332 |  
|                                                |  |      |             |   |      |   |            |  

Summary of Financial Information

Condensed financial information for the Joint Ventures as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006, and 2005, is presented below:



|                          |  |                          |            |                               |   |                          |  |      |           |      |   |           |  |   |            |  |   |           
|------------------------- |  | ------------------------ | ---------- | ----------------------------- | - | ------------------------ |  | ---- | --------- | ---- | - | --------- |  | - | ---------- |  | - | ----------
|                          |  | Total AssetsDecember 31, |            | Total LiabilitiesDecember 31, |   | Total EquityDecember 31,
|                          |  | 2007                     |            | 2006                          |   | 2007                     |  | 2006 |           | 2007 |   | 2006     
|Fund XIII-REIT Associates |  | $                        | 34,715,429 |                               | $ | 36,701,317               |  | $    | 2,783,057 |      | $ | 2,488,493 |  | $ | 31,932,372 |  | $ | 34,212,824
|Fund XIII-XIV Associates  |  |                          | 9,964,680  |                               |   | 23,959,951               |  |      | 585,602   |      |   | 1,257,821 |  |   | 9,379,078  |  |   | 22,702,130
|                          |  |                          |            |                               |   |                          |  |      |           |      |   |           |  |   |            |  |   |           
|                          |  | $                        | 44,680,109 |                               | $ | 60,661,268               |  | $    | 3,368,659 |      | $ | 3,746,314 |  | $ | 41,311,450 |  | $ | 56,914,954
|                          |  |                          |            |                               |   |                          |  |      |           |      |   |           |  |   |            |  |   |           



|                          |  |                     |           |                                  |   |                                           |  |                     |           |      |   |           |  |      |           |      |   |           |      |   |           |  |      |         |      |  |   |           |  |   |           |  |   |           |  |   |           
|------------------------- |  | ------------------- | --------- | -------------------------------- | - | ----------------------------------------- |  | ------------------- | --------- | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- | ---- | - | --------- |  | ---- | ------- | ---- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | ----------
|                          |  | Total Revenues      |           | Income FromContinuing Operations |   | Income (Loss) FromDiscontinued Operations |  | Net Income         
|                          |  | For the Years Ended |           | For the Years Ended              |   | For the Years Ended                       |  | For the Years Ended
|                          |  | December 31,        |           | December 31,                     |   | December 31,                              |  | December 31,       
|                          |  | 2007                |           | 2006                             |   | 2005                                      |  | 2007                |           | 2006 |   | 2005      |  | 2007 |           | 2006 |   |           | 2005 |   | 2007      |  | 2006 |         | 2005
|Fund XIII-REIT Associates |  | $                   | 6,413,228 |                                  | $ | 6,709,500                                 |  | $                   | 6,529,523 |      | $ | 1,263,626 |  | $    | 1,513,029 |      | $ | 1,224,184 |      | $ | 26,198    |  | $    | (11,955 | )    |  | $ | 7,902,478 |  | $ | 1,289,824 |  | $ | 1,501,074 |  | $ | 9,126,662 
|Fund XIII-XIV Associates  |  |                     | 1,469,932 |                                  |   | 1,515,088                                 |  |                     | 1,440,245 |      |   | 392,247   |  |      | 440,428   |      |   | 366,146   |      |   | 5,240,244 |  |      | 624,070 |      |  |   | 602,142   |  |   | 5,632,491 |  |   | 1,064,498 |  |   | 968,288   
|                          |  |                     |           |                                  |   |                                           |  |                     |           |      |   |           |  |      |           |      |   |           |      |   |           |  |      |         |      |  |   |           |  |   |           |  |   |           |  |   |           
|                          |  | $                   | 7,883,160 |                                  | $ | 8,224,588                                 |  | $                   | 7,969,768 |      | $ | 1,655,873 |  | $    | 1,953,457 |      | $ | 1,590,330 |      | $ | 5,266,442 |  | $    | 612,115 |      |  | $ | 8,504,620 |  | $ | 6,922,315 |  | $ | 2,565,572 |  | $ | 10,094,950
|                          |  |                     |           |                                  |   |                                           |  |                     |           |      |   |           |  |      |           |      |   |           |      |   |           |  |      |         |      |  |   |           |  |   |           |  |   |           |  |   |           



Page F-13



---

##### Index to Financial Statements

The Partnership allocates its share of net income, net loss, and gain on sale generated by the properties owned by the
Joint Ventures to its Cash Preferred and Tax Preferred limited partners pursuant to the partnership agreement provisions outlined in Note 2. The components of income (loss) from discontinued operations recognized by the Joint Ventures are provided
below:



|                          |  |                 |         |             |   |           |      |                        |           |  |             |         |       |  |    |                 |   |             |   |       |   |           |  |   |           |  |   |          
|------------------------- |  | --------------- | ------- | ----------- | - | --------- | ---- | ---------------------- | --------- |  | ----------- | ------- | ----- |  | -- | --------------- | - | ----------- | - | ----- | - | --------- |  | - | --------- |  | - | ---------
|                          |  | 2007            |         | 2006        |   |           | 2005
|                          |  | OperatingIncome |         | Gainon Sale |   | Total     |      | OperatingIncome (loss) |           |  | Gainon Sale |         | Total |  |    | OperatingIncome |   | Gain onSale |   | Total
|Fund XIII REIT Associates |  | $               | 26,198  |             | $ | 0         |      | $                      | 26,198    |  | $           | (11,955 | )     |  | $0 |                 | $ | (11,955     | ) |       | $ | 584,098   |  | $ | 7,318,380 |  | $ | 7,902,478
|Fund XIII-XIV Associates  |  |                 | 136,198 |             |   | 5,104,046 |      |                        | 5,240,244 |  |             | 624,070 |       |  | 0  |                 |   | 624,070     |   |       |   | 602,142   |  |   | 0         |  |   | 602,142  
|                          |  |                 |         |             |   |           |      |                        |           |  |             |         |       |  |    |                 |   |             |   |       |   |           |  |   |           |  |   |          
|                          |  | $               | 162,396 |             | $ | 5,104,046 |      | $                      | 5,266,442 |  | $           | 612,115 |       |  | $0 |                 | $ | 612,115     |   |       | $ | 1,186,240 |  | $ | 7,318,380 |  | $ | 8,504,620
|                          |  |                 |         |             |   |           |      |                        |           |  |             |         |       |  |    |                 |   |             |   |       |   |           |  |   |           |  |   |          



|4. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------

Management and Leasing Fees

The Partnership has entered into a property management, leasing, and asset management agreement with Wells Management Company, Inc. (Wells
Management), an affiliate of the General Partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnerships properties, owned through the
Joint Ventures, equal to the lesser of (a) fees that would be paid to a comparable outside firm, which is assessed periodically based on market studies; or (b) 4.5% of the gross revenues collected monthly; plus, a separate competitive fee
for the one-time initial lease-up of newly constructed properties generally paid in conjunction with the receipt of the first months rent. In the case of commercial properties leased on a long-term net-lease basis (10 or more years), the
maximum property management fee from such leases shall be 1% of the gross revenues generally paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years
of the original lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly, included in equity in income (loss) of joint ventures in the accompanying statements of operations. The Partnerships share of management
and leasing fees and lease acquisition costs incurred through the Joint Ventures that are payable to Wells Management is $49,669, $86,980, and $105,529 for the years ended December 31, 2007, 2006, and 2005, respectively.

Administrative Reimbursements

Wells Capital, one of the
Partnerships General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting, property management and other partnership administration, and incur the related expenses. Such expenses
are allocated among other entities affiliated with the General Partners based on time spent on each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The
Partnership incurred administrative expenses of $82,610, $69,475, and $84,233 payable to Wells Capital and Wells Management for the years ended December 31, 2007, 2006, and 2005, respectively, which are included in general and administrative
expenses in the accompanying statements of operations. As of December 31, 2007 and 2006, the due to affiliates balances represents administrative reimbursements due to Wells Management and/or Wells Capital.



|5. | PER-UNIT AMOUNTS
|-- | ----------------

Income (loss) per limited partnership unit
amounts are calculated based upon weighted-average units outstanding during the respective periods. Income (loss) per limited partnership unit, as presented in the accompanying financial statements, will vary from the per-unit amounts attributable
to the individual investors due to the differences between the GAAP and tax basis treatment of certain items of income and expense and the fact that, within the respective classes of Cash Preferred Units and Tax Preferred Units, individual units
have different



Page F-14



---

##### Index to Financial Statements

characteristics including capital bases, cumulative operating and net property sales proceeds distributions and cumulative earnings allocations as a result
of, among other things, the ability of unit holders to elect to be treated as Cash Preferred Units or Tax Preferred Units, or to change their prior elections, on a quarterly basis.

For the reasons mentioned above, distributions of net sale proceeds per unit also vary among individual unit holders. Distributions of net sale proceeds have been calculated at the investor level pursuant to the
partnership agreement and allocated between the Cash Preferred and Tax Preferred limited partners in the period paid. Accordingly, distributions of net sale proceeds per unit, as presented in the accompanying financial statements, vary from the
per-unit amounts attributable to the individual investors.



|6. | INCOME TAX BASIS NET INCOME AND PARTNERS CAPITAL
|-- | -------------------------------------------------

A
reconciliation of the Partnerships financial statement net income to net income presented in accordance with the Federal Income Tax basis of accounting is as follows for the years ended December 31, 2007, 2006, and 2005:



|                                                                                                            |  |      |           |   |      |   |           |      |  |   |           |  
|----------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                                            |  | 2007 |           |   | 2006 |   |           | 2005 | 
|Financial statement net income                                                                              |  | $    | 3,066,532 |   |      | $ | 789,548   |      |  | $ | 3,028,062 |  
|Adjustments in net income resulting from:                                                                   |  |      |           |   |      |   |           |      |  |   |           |  
|Depreciation expense for financial reporting purposes less than amounts for income tax purposes             |  |      | (83,770   | ) |      |   | (104,683  | )    |  |   | (153,048  | )
|Amortization expense for financial reporting purposes greater than amounts for income tax purposes          |  |      | 649,679   |   |      |   | 816,283   |      |  |   | 908,712   |  
|Bad debt expense (recoveries) for financial reporting purposes in excess of amounts for income tax purposes |  |      | 12,056    |   |      |   | 0         |      |  |   | (988      | )
|Rental income for financial reporting purposes less than (greater than) amounts for income tax purposes     |  |      | 2,780     |   |      |   | 67,666    |      |  |   | (85,811   | )
|Gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes   |  |      | (370,145  | ) |      |   | 0         |      |  |   | (240,208  | )
|Other                                                                                                       |  |      | (89,293   | ) |      |   | (3,271    | )    |  |   | (3,701    | )
|                                                                                                            |  |      |           |   |      |   |           |      |  |   |           |  
|Income tax basis net income                                                                                 |  | $    | 3,187,839 |   |      | $ | 1,565,543 |      |  | $ | 3,453,018 |  
|                                                                                                            |  |      |           |   |      |   |           |      |  |   |           |  



Page F-15



---

##### Index to Financial Statements

A reconciliation of the partners capital balances, as presented in the accompanying financial statements, to
partners capital balances, as presented in accordance with the Federal Income Tax basis of accounting, is as follows for the years ended December 31, 2007, 2006, and 2005:



|                                                                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                                                                         |  | 2007 |            |   | 2006 |   |            | 2005 | 
|Financial statement partners capital                                                                                                    |  | $    | 13,575,245 |   |      | $ | 20,445,966 |      |  | $ | 21,451,852 |  
|Increase (decrease) in partners capital resulting from:                                                                                 |  |      |            |   |      |   |            |      |  |   |            |  
|Accumulated depreciation expense for financial reporting purposes greater than amounts for income tax purposes                           |  |      | 30,626     |   |      |   | 114,396    |      |  |   | 219,079    |  
|Accumulated amortization expense for financial reporting purposes greater than amounts for income tax purposes                           |  |      | 3,636,900  |   |      |   | 2,987,221  |      |  |   | 2,170,938  |  
|Accumulated meals and entertainment                                                                                                      |  |      | 31         |   |      |   | 31         |      |  |   | 31         |  
|Accumulated bad debt expense (recoveries), net, for financial reporting purposes in excess of amounts for income tax purposes            |  |      | 12,040     |   |      |   | (16        | )    |  |   | (16        | )
|Capitalization of syndication costs for income tax purposes, which are accounted for as cost of capital for financial reporting
purposes |  |      | 4,568,769  |   |      |   | 4,568,769  |      |  |   | 4,568,769  |  
|Accumulated rental income for income tax purposes less than amounts for financial reporting purposes                                     |  |      | (107,202   | ) |      |   | (109,982   | )    |  |   | (177,648   | )
|Partnership distributions payable                                                                                                        |  |      | 290,183    |   |      |   | 464,806    |      |  |   | 473,594    |  
|Accumulated gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes                    |  |      | (610,353   | ) |      |   | (240,208   | )    |  |   | (240,208   | )
|Other                                                                                                                                    |  |      | (110,839   | ) |      |   | (21,544    | )    |  |   | (18,274    | )
|                                                                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|Income tax basis partners capital                                                                                                       |  | $    | 21,285,400 |   |      | $ | 28,209,439 |      |  | $ | 28,448,117 |  
|                                                                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  



|7. | QUARTERLY RESULTS (UNAUDITED)
|-- | -----------------------------

Presented below is a summary of the
unaudited quarterly financial information for the years ended December 31, 2007 and 2006:



|                                                                                         |  |                     |           |         |   |              |  |   |             |   |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------- | --------- | ------- | - | ------------ |  | - | ----------- | - |  | - | -------- | -
|                                                                                         |  | 2007 Quarters Ended |          
|                                                                                         |  | March 31            |           | June 30 |   | September 30 |  |   | December 31 |  
|Equity in income of joint ventures                                                       |  | $                   | 1,232,300 |         | $ | 1,546,844    |  | $ | 75,682      |   |  | $ | 171,912  |  
|Interest and other income                                                                |  | $                   | 36,461    |         | $ | 80,580       |  | $ | 71,660      |   |  | $ | 14,915   |  
|Net income                                                                               |  | $                   | 1,230,202 |         | $ | 1,584,994    |  | $ | 99,450      |   |  | $ | 151,886  |  
|Net income (loss) allocated to limited partners:                                         |  |                     |           |         |   |              |  |   |             |   |  |   |          |  
|Cash Preferred                                                                           |  | $                   | 485,410   |         | $ | 651,552      |  | $ | 329,638     |   |  | $ | (176,450 | )
|Tax Preferred                                                                            |  | $                   | 744,792   |         | $ | 933,442      |  | $ | (230,188    | ) |  | $ | 328,336  |  
|Net income (loss) per weighted-average limited partner unit outstanding:                 |  |                     |           |         |   |              |  |   |             |   |  |   |          |  
|Cash Preferred                                                                           |  |                     | $0.15     |         |   | $0.20        |  |   | $ 0.10      |   |  |   | $(0.05   | )
|Tax Preferred                                                                            |  |                     | $1.33     |         |   | $1.66        |  |   | $(0.41      | ) |  |   | $ 0.59   |  
|Distribution of operating cash per weighted-average limited partner unit outstanding:    |  |                     |           |         |   |              |  |   |             |   |  |   |          |  
|Cash Preferred                                                                           |  |                     | $0.15     |         |   | $0.13        |  |   | $ 0.11      |   |  |   | $ 0.09   |  
|Tax Preferred                                                                            |  |                     | $0.00     |         |   | $0.00        |  |   | $ 0.00      |   |  |   | $ 0.00   |  
|Distribution of net sale proceeds per weighted-average limited partner unit outstanding: |  |                     |           |         |   |              |  |   |             |   |  |   |          |  
|Cash Preferred                                                                           |  |                     | $0.00     |         |   | $0.00        |  |   | $ 0.94      |   |  |   | $ 1.11   |  
|Tax Preferred(a)                                                                         |  |                     | $0.00     |         |   | $0.00        |  |   | $ 2.04      |   |  |   | $ 1.24   |  



Page F-16



---

##### Index to Financial Statements

|                                                                                      |  |                     |          |   |         |   |          |              |  |   |             |   |  |   |         |  
|------------------------------------------------------------------------------------- |  | ------------------- | -------- | - | ------- | - | -------- | ------------ |  | - | ----------- | - |  | - | ------- | -
|                                                                                      |  | 2006 Quarters Ended |         
|                                                                                      |  | March 31            |          |   | June 30 |   |          | September 30 |  |   | December 31 |  
|Equity in income of joint ventures                                                    |  | $                   | 252,606  |   |         | $ | 243,066  |              |  | $ | 207,410     |   |  | $ | 222,377 |  
|Interest and other income                                                             |  | $                   | 1,204    |   |         | $ | 1,043    |              |  | $ | 569         |   |  | $ | 565     |  
|Net income                                                                            |  | $                   | 214,860  |   |         | $ | 205,483  |              |  | $ | 173,308     |   |  | $ | 195,897 |  
|Net income (loss) allocated to limited partners:                                      |  |                     |          |   |         |   |          |              |  |   |             |   |  |   |         |  
|Cash Preferred                                                                        |  | $                   | 522,354  |   |         | $ | 527,713  |              |  | $ | 485,316     |   |  | $ | 221,594 |  
|Tax Preferred                                                                         |  | $                   | (307,494 | ) |         | $ | (322,230 | )            |  | $ | (312,008    | ) |  | $ | (25,697 | )
|Net income (loss) per weighted-average limited partner unit outstanding:              |  |                     |          |   |         |   |          |              |  |   |             |   |  |   |         |  
|Cash Preferred(b)                                                                     |  |                     | $ 0.16   |   |         |   | $ 0.16   |              |  |   | $ 0.15      |   |  |   | $ 0.07  |  
|Tax Preferred                                                                         |  |                     | $(0.54   | ) |         |   | $(0.59   | )            |  |   | $(0.57      | ) |  |   | $(0.05  | )
|Distribution of operating cash per weighted-average limited partner unit outstanding: |  |                     |          |   |         |   |          |              |  |   |             |   |  |   |         |  
|Cash Preferred(a)                                                                     |  |                     | $ 0.14   |   |         |   | $ 0.14   |              |  |   | $ 0.13      |   |  |   | $ 0.14  |  
|Tax Preferred                                                                         |  |                     | $ 0.00   |   |         |   | $ 0.00   |              |  |   | $ 0.00      |   |  |   | $ 0.00  |  



| | (a) | The quarterly per-unit
amounts have been calculated using actual distributions for the respective quarters. Conversely, the corresponding distributions per-unit amounts have been calculated assuming that distributions were earned ratably over the year. As a result, the
sum of these quarterly per-unit amounts does not equal the respective annual per-unit amount presented in the accompanying financial statements.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The quarterly per-unit
amounts have been calculated using actual income (loss) for the respective quarters. Conversely, the corresponding annual income (loss) per-unit amounts have been calculated assuming that income (loss) was earned ratably over the year. As a result,
the sum of these quarterly per-unit amounts does not equal the respective annual per-unit amount presented in the accompanying financial statements.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | GENERAL AND ADMINISTRATIVE COSTS
|-- | --------------------------------

General and administrative costs
for the years ended December 31, 2007, 2006, and 2005 are comprised of the following items:



|                                       |  |      |         |      |   |         |  |   |        
|-------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                       |  | 2007 |         | 2006 |   | 2005   
|Salary reimbursements                  |  | $    | 82,610  |      | $ | 69,475  |  | $ | 84,233 
|Printing expenses                      |  |      | 36,247  |      |   | 27,647  |  |   | 24,438 
|Independent accounting fees            |  |      | 27,467  |      |   | 19,598  |  |   | 20,605 
|Postage and delivery expenses          |  |      | 7,374   |      |   | 4,584   |  |   | 3,812  
|Legal fees                             |  |      | 4,114   |      |   | 8,329   |  |   | 14,973 
|Other professional fees                |  |      | 2,893   |      |   | 1,187   |  |   | 1,613  
|Taxes and licensing fees               |  |      | 1,274   |      |   | 5,902   |  |   | 12,483 
|Computer costs                         |  |      | 1,037   |      |   | 1,126   |  |   | 1,478  
|Registration and filing fees           |  |      | 806     |      |   | 885     |  |   | 39     
|Life insurance                         |  |      | 0       |      |   | 559     |  |   | 280    
|                                       |  |      |         |      |   |         |  |   |        
|Total general and administrative costs |  | $    | 163,822 |      | $ | 139,292 |  | $ | 163,954
|                                       |  |      |         |      |   |         |  |   |        



Page F-17



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Fund XIII-REIT Joint Venture Partnership:

We have audited the
accompanying balance sheets of Wells Fund XIII-REIT Joint Venture Partnership (the Joint Venture) as of December 31, 2007 and 2006, and the related statements of operations, partners capital, and cash flows for each of the two
years in the period ended December 31, 2007. 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 Joint Venture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 Joint Venture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 Joint Venture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 financial position of Wells Fund XIII-REIT Joint Venture Partnership as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the two years in the period ended
December 31, 2007, 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/    FRAZIER & DEETER, LLC

Atlanta, Georgia

March 26, 2008



Page F-18



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Fund XIII-REIT Joint Venture Partnership:

We have audited the
accompanying statements of operations, partners capital, and cash flows of Wells Fund XIII-REIT Joint Venture Partnership (the Joint Venture) for the year in the period ended December 31, 2005. Our audit also
included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Joint Ventures management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audit.

We conducted our audit 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 Joint Ventures
internal control over financial reporting. Our audit 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 Joint Venture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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Wells
Fund XIII-REIT Joint Venture Partnership for the year in the period ended December 31, 2005, 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

Atlanta, Georgia

March 9, 2007



Page F-19



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

BALANCE SHEETS

DECEMBER 31, 2007 AND 2006

ASSETS



|                                                                                                                                  |  |      |            |      |   |           
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                                                                                                  |  | 2007 |            | 2006
|Real estate assets, at cost:                                                                                                      |  |      |            |      |   |           
|Land                                                                                                                              |  | $    | 2,671,824  |      | $ | 2,671,824 
|Building and improvements, less accumulated depreciation of $4,672,919 and $3,832,345 at December 31, 2007 and 2006,
respectively |  |      | 26,606,139 |      |   | 27,446,713
|Intangible lease assets, less accumulated amortization of $3,653,966 and $2,837,406 at December 31, 2007 and 2006,
respectively   |  |      | 816,701    |      |   | 1,633,261 
|                                                                                                                                  |  |      |            |      |   |           
|Total real estate assets                                                                                                          |  |      | 30,094,664 |      |   | 31,751,798
|Cash and cash equivalents                                                                                                         |  |      | 2,765,789  |      |   | 2,423,845 
|Tenant receivables                                                                                                                |  |      | 677,870    |      |   | 693,608   
|Deferred leasing costs, less accumulated amortization of $2,870,957 and $2,217,027 at December 31, 2007 and 2006,
respectively    |  |      | 1,157,688  |      |   | 1,811,618 
|Other assets, net                                                                                                                 |  |      | 19,418     |      |   | 20,448    
|                                                                                                                                  |  |      |            |      |   |           
|Total assets                                                                                                                      |  | $    | 34,715,429 |      | $ | 36,701,317
|                                                                                                                                  |  |      |            |      |   |           
|                                                                                                                                 
|LIABILITIES AND PARTNERS CAPITAL                                                                                                
|                                                                                                                                  |  |     
|Liabilities:                                                                                                                      |  |      |            |      |   |           
|Intangible lease liabilities, less accumulated amortization of $162,238 and $131,243 at December 31, 2007 and 2006,
respectively  |  | $    | 26,413     |      | $ | 57,408    
|Accounts payable and accrued expenses                                                                                             |  |      | 1,442,784  |      |   | 1,338,516 
|Due to affiliates                                                                                                                 |  |      | 27,401     |      |   | 629       
|Deferred income                                                                                                                   |  |      | 408,798    |      |   | 166,256   
|Partnership distributions payable                                                                                                 |  |      | 877,661    |      |   | 925,684   
|                                                                                                                                  |  |      |            |      |   |           
|Total liabilities                                                                                                                 |  |      | 2,783,057  |      |   | 2,488,493 
|Partners capital:                                                                                                                |  |      |            |      |   |           
|Wells Real Estate Fund XIII, L.P.                                                                                                 |  |      | 8,976,190  |      |   | 9,617,225 
|Piedmont Operating Partnership, LP                                                                                                |  |      | 22,956,182 |      |   | 24,595,599
|                                                                                                                                  |  |      |            |      |   |           
|Total partners capital                                                                                                           |  |      | 31,932,372 |      |   | 34,212,824
|                                                                                                                                  |  |      |            |      |   |           
|Total liabilities and partners capital                                                                                           |  | $    | 34,715,429 |      | $ | 36,701,317
|                                                                                                                                  |  |      |            |      |   |           

See accompanying notes.



Page F-20



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                           |  |      |           |      |   |           |      |  |   |          
|------------------------------------------ |  | ---- | --------- | ---- | - | --------- | ---- |  | - | ---------
|                                           |  | 2007 |           | 2006 |   |           | 2005
|REVENUES:                                  |  |      |           |      |   |           |      |  |   |          
|Rental income                              |  | $    | 3,988,548 |      | $ | 4,165,286 |      |  | $ | 4,126,560
|Reimbursement income                       |  |      | 2,336,099 |      |   | 2,456,045 |      |  |   | 2,323,268
|Lease termination income                   |  |      | 0         |      |   | 0         |      |  |   | 20,000   
|Interest and other income                  |  |      | 88,581    |      |   | 88,169    |      |  |   | 59,695   
|                                           |  |      |           |      |   |           |      |  |   |          
|Total revenues                             |  |      | 6,413,228 |      |   | 6,709,500 |      |  |   | 6,529,523
|EXPENSES:                                  |  |      |           |      |   |           |      |  |   |          
|Property operating costs                   |  |      | 2,439,893 |      |   | 2,497,031 |      |  |   | 2,451,901
|Management and leasing fees                |  |      | 295,559   |      |   | 287,101   |      |  |   | 258,559  
|Depreciation                               |  |      | 840,574   |      |   | 807,089   |      |  |   | 786,560  
|Amortization                               |  |      | 1,454,011 |      |   | 1,524,625 |      |  |   | 1,658,128
|Lease termination expense                  |  |      | 0         |      |   | 0         |      |  |   | 48,605   
|General and administrative                 |  |      | 119,565   |      |   | 80,625    |      |  |   | 101,586  
|                                           |  |      |           |      |   |           |      |  |   |          
|Total expenses                             |  |      | 5,149,602 |      |   | 5,196,471 |      |  |   | 5,305,339
|                                           |  |      |           |      |   |           |      |  |   |          
|NET INCOME FROM CONTINUING OPERATIONS      |  |      | 1,263,626 |      |   | 1,513,029 |      |  |   | 1,224,184
|                                           |  |      |          
|DISCONTINUED OPERATIONS:                   |  |      |           |      |   |           |      |  |   |          
|Operating income (loss)                    |  |      | 26,198    |      |   | (11,955   | )    |  |   | 584,098  
|Gain on disposition                        |  |      | 0         |      |   | 0         |      |  |   | 7,318,380
|                                           |  |      |           |      |   |           |      |  |   |          
|Income (loss) from discontinued operations |  |      | 26,198    |      |   | (11,955   | )    |  |   | 7,902,478
|                                           |  |      |           |      |   |           |      |  |   |          
|NET INCOME                                 |  | $    | 1,289,824 |      | $ | 1,501,074 |      |  | $ | 9,126,662
|                                           |  |      |           |      |   |           |      |  |   |          

See accompanying notes.



Page F-21



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                           |  |                                 |             |   |                                  |   |             |                       |  |   |             |  
|-------------------------- |  | ------------------------------- | ----------- | - | -------------------------------- | - | ----------- | --------------------- |  | - | ----------- | -
|                           |  | WellsReal EstateFund XIII, L.P. |             |   | PiedmontOperatingPartnership, LP |   |             | TotalPartnersCapital | 
|BALANCE, DECEMBER 31, 2004 |  | $                               | 18,665,456  |   |                                  | $ | 48,099,174  |                       |  | $ | 66,764,630  |  
|                           |  |                                 |            
|Net income                 |  |                                 | 2,565,505   |   |                                  |   | 6,561,157   |                       |  |   | 9,126,662   |  
|Partnership distributions  |  |                                 | (11,104,992 | ) |                                  |   | (28,763,643 | )                     |  |   | (39,868,635 | )
|                           |  |                                 |             |   |                                  |   |             |                       |  |   |             |  
|BALANCE, DECEMBER 31, 2005 |  |                                 | 10,125,969  |   |                                  |   | 25,896,688  |                       |  |   | 36,022,657  |  
|                           |  |                                 |            
|Net income                 |  |                                 | 421,952     |   |                                  |   | 1,079,122   |                       |  |   | 1,501,074   |  
|Partnership distributions  |  |                                 | (930,696    | ) |                                  |   | (2,380,211  | )                     |  |   | (3,310,907  | )
|                           |  |                                 |             |   |                                  |   |             |                       |  |   |             |  
|BALANCE, DECEMBER 31, 2006 |  |                                 | 9,617,225   |   |                                  |   | 24,595,599  |                       |  |   | 34,212,824  |  
|                           |  |                                 |            
|Net income                 |  |                                 | 362,570     |   |                                  |   | 927,254     |                       |  |   | 1,289,824   |  
|Partnership distributions  |  |                                 | (1,003,605  | ) |                                  |   | (2,566,671  | )                     |  |   | (3,570,276  | )
|                           |  |                                 |             |   |                                  |   |             |                       |  |   |             |  
|BALANCE, DECEMBER 31, 2007 |  | $                               | 8,976,190   |   |                                  | $ | 22,956,182  |                       |  | $ | 31,932,372  |  
|                           |  |                                 |             |   |                                  |   |             |                       |  |   |             |  

See accompanying notes.



Page F-22



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|---------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ----------- | -
|                                                                                         |  | 2007 |            |   | 2006 |   |            | 2005 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |      |            |   |      |   |            |      |  |   |             |  
|Net income                                                                               |  | $    | 1,289,824  |   |      | $ | 1,501,074  |      |  | $ | 9,126,662   |  
|Adjustments to reconcile net income to net cash provided by operating activities:        |  |      |            |   |      |   |            |      |  |   |             |  
|Gain on disposition                                                                      |  |      | 0          |   |      |   | 0          |      |  |   | (7,318,380  | )
|Depreciation                                                                             |  |      | 840,574    |   |      |   | 807,089    |      |  |   | 882,866     |  
|Amortization                                                                             |  |      | 1,439,495  |   |      |   | 1,504,695  |      |  |   | 1,747,387   |  
|Lease termination expense                                                                |  |      | 0          |   |      |   | 0          |      |  |   | 48,605      |  
|Decrease (increase) in tenant receivables, net                                           |  |      | 15,738     |   |      |   | (106,928   | )    |  |   | 63,157      |  
|Decrease in other assets, net                                                            |  |      | 1,030      |   |      |   | 333        |      |  |   | 14,396      |  
|Increase (decrease) in accounts payable and accrued expenses                             |  |      | 104,268    |   |      |   | (107,404   | )    |  |   | 344,582     |  
|Increase (decrease) in due to affiliates                                                 |  |      | 26,772     |   |      |   | (6,877     | )    |  |   | (18,699     | )
|Increase (decrease) in deferred income                                                   |  |      | 242,542    |   |      |   | (165,233   | )    |  |   | (3,111      | )
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|Net cash provided by operating activities                                                |  |      | 3,960,243  |   |      |   | 3,426,749  |      |  |   | 4,887,465   |  
|                                                                                         |  |      |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |      |            |   |      |   |            |      |  |   |             |  
|Net proceeds from sale of real estate assets                                             |  |      | 0          |   |      |   | 0          |      |  |   | 35,729,400  |  
|Investment in real estate assets                                                         |  |      | 0          |   |      |   | (217,650   | )    |  |   | (38,769     | )
|Payment of deferred leasing costs                                                        |  |      | 0          |   |      |   | (206,202   | )    |  |   | (256,679    | )
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|Net cash (used in) provided by investing activities                                      |  |      | 0          |   |      |   | (423,852   | )    |  |   | 35,433,952  |  
|                                                                                         |  |      |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |      |            |   |      |   |            |      |  |   |             |  
|Net sale proceeds distributions paid to joint venture partners                           |  |      | 0          |   |      |   | 0          |      |  |   | (35,729,400 | )
|Operating distributions paid to joint venture partners in excess of accumulated earnings |  |      | (3,618,299 | ) |      |   | (2,900,456 | )    |  |   | (4,453,663  | )
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|Net cash used in financing activities                                                    |  |      | (3,618,299 | ) |      |   | (2,900,456 | )    |  |   | (40,183,063 | )
|                                                                                         |  |      |           
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                |  |      | 341,944    |   |      |   | 102,441    |      |  |   | 138,354     |  
|                                                                                         |  |      |           
|CASH AND CASH EQUIVALENTS, beginning of year                                             |  |      | 2,423,845  |   |      |   | 2,321,404  |      |  |   | 2,183,050   |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|CASH AND CASH EQUIVALENTS, end of year                                                   |  | $    | 2,765,789  |   |      | $ | 2,423,845  |      |  | $ | 2,321,404   |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|                                                                                         |  |      |           
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:                   |  |      |            |   |      |   |            |      |  |   |             |  
|Partnership distributions payable                                                        |  | $    | 877,661    |   |      | $ | 925,684    |      |  | $ | 515,233     |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|Write-off of fully amortized deferred leasing costs                                      |  | $    | 0          |   |      | $ | 72,018     |      |  | $ | 190,163     |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  
|Write-off of fully amortized intangible lease assets                                     |  | $    | 0          |   |      | $ | 153,044    |      |  | $ | 0           |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |             |  

See accompanying notes.



Page F-23



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007, 2006, AND 2005



|1. | ORGANIZATION AND BUSINESS
|-- | -------------------------

On June 27, 2001, Wells Real
Estate Fund XIII, L.P. (Fund XIII) and Piedmont Operating Partnership, LP (Piedmont OP), formerly known as Wells Operating Partnership, L.P., entered into a Georgia general partnership to form Wells Fund XIII-REIT Joint
Venture Partnership (the Joint Venture). The general partners of Fund XIII are Leo F. Wells, III and Wells Capital, Inc. (Wells Capital). Piedmont OP is a Delaware limited partnership with Piedmont Office Realty
Trust, Inc. (Piedmont REIT), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner. Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust.

The Joint Venture was formed to acquire and operate commercial real properties, including properties to be developed, currently under development or construction, newly
constructed or having operating histories. On July 16, 2001, the Joint Venture purchased a two-story office building containing approximately 85,000 square feet, the AmeriCredit Building, located in Orange Park, Florida. On December 21,
2001, the Joint Venture purchased two connected one-story office and assembly buildings consisting of approximately 148,000 square feet, 8560 Upland Drive, located in Parker, Colorado. On December 12, 2002, the Joint Venture purchased a
four-story office building containing approximately 141,000 square feet, the John Wiley Building, located in Fishers, Indiana. On September 19, 2003, the Joint Venture purchased a four-story office building containing approximately 194,000
square feet, the AIU  Chicago Building, located in Hoffman Estates, Illinois. Ownership interests were recomputed based on relative cumulative capital contributions from the joint venture partners.

On April 13, 2005, the Joint Venture sold the AmeriCredit Building and the John Wiley Building to an unrelated third party for an aggregate gross selling price of
$35,974,000. As a result of the sale, the Joint Venture recognized a gain of approximately $7,318,000 and received net sale proceeds of approximately $35,729,000.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Basis of
Presentation

The Joint Ventures financial statements are prepared in accordance with U.S. generally accepted accounting principles
(GAAP).

Use of Estimates

The preparation
of the Joint Ventures financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent
assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Joint Ventures leases typically include renewal options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture
for a pro-rata share of operating costs incurred. All of the Joint Ventures leases are classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based on the
Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying balance sheets.

Lease termination income is recognized when the tenant loses the right to lease the space and the Joint Venture has satisfied all obligations under the related lease or
lease termination agreement.



Page F-24



---

##### Index to Financial Statements

The Joint Venture records the sale of real estate assets pursuant to the provisions of Statement of Financial Accounting
Standards (SFAS) No. 66, Accounting for Sales of Real Estate. Accordingly, gains are recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of
ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses are recognized in full as of the sale date.

Real Estate Assets

Investment in Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or
construction, and any tenant improvements or major improvements and betterments which extend the useful life of the related asset. The Joint Venture considers the period of future benefit of the asset to determine the appropriate useful lives. These
assessments have a direct impact on net income. Upon receiving notification of a tenants intention to terminate a lease, undepreciated tenant improvements are written off to lease termination expense. All repairs and maintenance are expensed
as incurred.

The estimated useful lives of the Joint Ventures real estate assets by class are provided below:



|                        |  |                                       
|----------------------- |  | --------------------------------------
|Buildings               |  | 40 years                              
|Building improvements   |  | 5-25 years                            
|Land improvements       |  | 20 years                              
|Tenant improvements     |  | Shorter of lease term or economic life
|Intangible lease assets |  | Lease term                            

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of real properties, it is the Joint Ventures policy to allocate the purchase price of properties to acquired tangible assets, consisting of
land and building, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, and the value of in-place leases, based in each case on their estimated fair values.

The fair values of the tangible assets of an acquired property (which includes land and building) are determined by valuing the property as if it were vacant, and the
as-if-vacant value is then allocated to land and building based on managements determination of the relative fair value of these assets. Management determines the as-if vacant fair value of a property using methods similar to those
used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases,
including leasing commissions and other related costs. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market demand. These
assessments have a direct impact on net income.

As further described below, in-place leases with the Joint Venture may have values related to: direct
costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market rates:



| |  |  | Direct costs associated with obtaining a new tenant, including commissions, tenant improvements and other direct costs, are estimated based on managements
consideration of current market costs to execute a similar lease. Such direct costs are included in deferred leasing costs in the accompanying balance sheet and are amortized to expense over the remaining terms of the respective leases.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-25



---

##### Index to Financial Statements

| |  |  | The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease is calculated based on the contractual amounts to be paid
pursuant to the in-place leases over a market absorption period for a similar lease. Such opportunity costs are included in intangible lease assets in the accompanying balance sheet and are amortized to expense over the remaining terms of the
respective leases.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of tenant relationships is calculated based on expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. Values
associated with tenant relationships are included in intangible lease assets in the accompanying balance sheet and are amortized to expense over the remaining terms of the respective leases.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of effective rental rates of in-place leases that are above or below the market rates of comparable leases is calculated based on the present value (using
a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be received pursuant to the in-place leases and (ii) managements estimate of fair market lease
rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an
adjustment to rental income over the remaining terms of the respective leases.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the years ended December 31, 2007, 2006, and
2005, the Joint Venture recognized the following amortization of intangible lease assets and liabilities:



|                                 |  |                                  |         |                                 |   |                                                 |  |   |         |  |   |       
|-------------------------------- |  | -------------------------------- | ------- | ------------------------------- | - | ----------------------------------------------- |  | - | ------- |  | - | ------
|                                 |  | Intangible Lease Assets          |         | IntangibleLeaseOriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiabilities
|                                 |  | Above-MarketIn-Place LeaseAssets |         | AbsorptionPeriod Costs          |   |                                                
|For the year ending December 31: |  |                                  |         |                                 |   |                                                 |  |   |         |  |   |       
|2007                             |  | $                                | 16,479  |                                 | $ | 800,081                                         |  | $ | 636,882 |  | $ | 30,995
|                                 |  |                                  |         |                                 |   |                                                 |  |   |         |  |   |       
|2006                             |  | $                                | 19,655  |                                 | $ | 873,142                                         |  | $ | 639,877 |  | $ | 39,585
|                                 |  |                                  |         |                                 |   |                                                 |  |   |         |  |   |       
|2005                             |  | $                                | 135,684 |                                 | $ | 922,078                                         |  | $ | 729,885 |  | $ | 46,425
|                                 |  |                                  |         |                                 |   |                                                 |  |   |         |  |   |       

As of December 31, 2007 and 2006, the Joint Venture had the following gross intangible in-place lease assets
and liabilities:



|     |  |                                  |        |                                 |   |                                                 |  |   |           |  |   |        
|---- |  | -------------------------------- | ------ | ------------------------------- | - | ----------------------------------------------- |  | - | --------- |  | - | -------
|     |  | Intangible Lease Assets          |        | IntangibleLeaseOriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiabilities
|     |  | Above-MarketIn-Place LeaseAssets |        | AbsorptionPeriod Costs          |   |                                                
|2007 |  | $                                | 83,765 |                                 | $ | 4,386,902                                       |  | $ | 3,573,931 |  | $ | 188,651
|     |  |                                  |        |                                 |   |                                                 |  |   |           |  |   |        
|2006 |  | $                                | 83,765 |                                 | $ | 4,386,902                                       |  | $ | 3,573,931 |  | $ | 188,651
|     |  |                                  |        |                                 |   |                                                 |  |   |           |  |   |        





Page F-26



---

##### Index to Financial Statements

The remaining unamortized balance for intangible assets and liabilities will be amortized as follows:



|                                 |  |                         |         |                                   |   |                                       |  |   |         |  |   |        
|-------------------------------- |  | ----------------------- | ------- | --------------------------------- | - | ------------------------------------- |  | - | ------- |  | - | -------
|                                 |  | Intangible Lease Assets |         | Intangible LeaseOrigination Costs |   | IntangibleBelow-MarketLease Liability
|                                 |  | AbsorptionPeriodCosts   |         | Above-MarketIn-Place Lease Assets |   |                                      
|For the year ending December 31: |  |                         |         |                                   |   |                                       |  |   |         |  |   |        
|2008                             |  | $                       | 473,508 |                                   | $ | 13,732                                |  | $ | 382,764 |  | $ | 12,226 
|2009                             |  |                         | 164,731 |                                   |   | 0                                     |  |   | 179,056 |  |   | 7,094  
|2010                             |  |                         | 164,730 |                                   |   | 0                                     |  |   | 179,055 |  |   | 7,093  
|2011                             |  |                         | 0       |                                   |   | 0                                     |  |   | 0       |  |   | 0      
|Thereafter                       |  |                         | 0       |                                   |   | 0                                     |  |   | 0       |  |   | 0      
|                                 |  |                         |         |                                   |   |                                       |  |   |         |  |   |        
|                                 |  | $                       | 802,969 |                                   | $ | 13,732                                |  | $ | 740,875 |  | $ | 26,413 
|                                 |  |                         |         |                                   |   |                                       |  |   |         |  |   |        
|Average Amortization Period      |  |                         | 3 years |                                   |   | 1 year                                |  |   | 3 years |  |   | 3 years

Valuation of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets and related intangible assets owned by the Joint Venture may not be
recoverable. When indicators of potential impairment are present management assesses whether the respective carrying values will be recovered with the undiscounted future operating cash flows expected from the use of the asset and its eventual
disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, less costs to
sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values, as defined by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for
comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. The Joint Venture has determined that there has been no impairment in the carrying value of any of the real estate assets held as
of December 31, 2007.

Projections of expected future cash flows require management to estimate future market rental income amounts subsequent to the
expiration of current lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property, and the number of years the property is held for investment. The use of inappropriate assumptions in the
future cash flow analysis would result in an incorrect assessment of the propertys future cash flows and fair value, and could result in the overstatement of the carrying value of the Joint Ventures real estate assets and net income.

Cash and Cash Equivalents

The Joint Venture considers
all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and
consist of investments in money market accounts.

Tenant Receivables

Tenant receivables are comprised of tenant receivables and straight-line rent receivables. Upon receiving notification of a tenants intention to terminate a lease, unamortized straight-line rent receivables are
written off to lease termination expense. Management assesses the collectibility of tenant receivables on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. No such allowances have been recorded
as of December 31, 2007 or 2006.



Page F-27



---

##### Index to Financial Statements

Deferred Leasing Costs, net

Deferred leasing costs reflect costs incurred to procure operating leases, including opportunity costs avoided by acquiring an in-place lease identified in connection with the purchase price allocation process, which are capitalized and
amortized on a straight-line basis over the terms of the respective leases. The remaining unamortized balance of deferred leasing costs will be amortized over a weighted-average period of approximately three years. Upon receiving notification of a
tenants intention to terminate a lease, unamortized deferred leasing costs are written-off to lease termination expense.

Other Assets, net

Other assets as of December 31, 2007 and 2006 is comprised of the following items:



|                       |  |      |        |      |   |       
|---------------------- |  | ---- | ------ | ---- | - | ------
|                       |  | 2007 |        | 2006
|Prepaid insurance      |  | $    | 13,392 |      | $ | 11,498
|Interest receivable    |  |      | 5,053  |      |   | 7,938 
|Prepaid contract labor |  |      | 973    |      |   | 1,012 
|                       |  |      |        |      |   |       
|Total                  |  | $    | 19,418 |      | $ | 20,448
|                       |  |      |        |      |   |       

Management assesses the collectibility of other assets on an ongoing basis and provides for allowances as such
balances, or portions thereof, become uncollectible. An allowance of $77,831 is included in other assets as of December 31, 2007 and 2006. Prepaid expenses are recognized as the related services are provided. Interest receivable represents
interest earned during the period presented, which will be received in the following month. Balances without a future economic benefit are written-off as they are identified.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and
distributions are allocated to the joint venture partners based their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund XIII and Piedmont OP held ownership interests in the Joint Venture of
approximately 28% and 72%, for the years ended December 31, 2007 and 2006, respectively. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Income Taxes

The Joint Venture is not subject to federal or state
income taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Fund XIII and Piedmont OP are required to include their respective share of profits and losses from the Joint Venture in their individual
income tax returns.

Reclassifications

Certain prior
year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities  Including an Amendment of FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 will be effective for fiscal
years beginning after November 15, 2007. The Joint Venture is currently assessing these provisions and evaluating the financial impact of SFAS No. 159 on its financial statements; however, it is not currently planning to adopt the fair
value option in 2008.



Page F-28



---

##### Index to Financial Statements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value, and expands disclosures required for fair value measurements under GAAP, including amending SFAS No. 144. SFAS No. 157 emphasizes that fair value is a market-based measurement, as opposed
to an entity-specific measurement. In February 2008, the FASB issued Staff Position No. SFAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements
for Purposes of Lease Classification or Measurement under Statement 13, (FSP 157-1). FSP 157-1, which is effective upon the initial adoption of SFAS No. 157, excludes SFAS No. 13, Accounting for Leases, as well as
other accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS No. 13, from the scope of SFAS No. 157. In February 2008, the FASB issued Staff Position No. SFAS 157-2, Effective
Date of FASB Statement No. 157(FSP 157-2). FSP 157-2 delays the effective date of SFAS No. 157 for all nonrecurring nonfinancial assets and liabilities until fiscal years beginning after November 15, 2008.
Accordingly, FSP 157-2 will be effective for the Joint Venture beginning January 1, 2009 and all other aspects of SFAS No. 157 will be effective for the Joint Venture beginning January 1, 2008. The Joint Venture is currently assessing
the provisions and evaluating the financial impact of SFAS No. 157, FSP 157-1, and FSP 157-2 on its financial statements; however, does not believe the adoption of this pronouncement will have a material impact on its financial statements.

In July 2006, the FASB issued Financial Accounting Standards Board Interpretation (FIN) No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes, which clarifies the relevant criteria and approach for the recognition, derecognition, and measurement of uncertain tax positions. FIN No. 48 was effective
for the Joint Venture beginning January 1, 2007. The adoption of this pronouncement has not had a material impact on the Joint Ventures financial statements.



|3. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------

Management and Leasing Fees

Fund XIII is a party to individual property management and leasing agreements with Wells Management Company, Inc. (Wells Management), an
affiliate of each of its general partners.

The various fees payable under each of the respective agreements are summarized as follows:



|          |  |                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                   
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  | Management and Leasing Services                                                                                                                                                                                                                                                                                                                            |  | Management and Leasing ServicesIndustrial and Commercial
properties leased on a net basis for ten years or more                                                  
|Fund XIII |  | Lesser of market rate charged for similar services for similar properties in the same geographic area, or 4.5% of gross revenues generally paid over the
life of the lease, plus an additional initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. |  | Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected
monthly.

Management and leasing fees are recognized in accordance with the terms of the aforementioned agreements, weighted
based on joint venture partners respective ownership interests in the Joint Venture. During the years ended December 31, 2007, 2006, and 2005, the Joint Venture incurred management and leasing fees that are payable to Wells Management of
$98,209, $152,101, and $190,571, respectively, portions of which are included in income (loss) from discontinued operations in the accompanying statements of operations.

In addition, the Joint Venture incurs fees payable to Piedmont Office Management, LLC (Piedmont Management), or its affiliates, for the management and leasing of the Joint Ventures properties equal
to (a) the



Page F-29



---

##### Index to Financial Statements

lesser of 4.5% of the gross revenues generally paid over the life of the lease or 0.6% of Net Asset Value calculated on an annual basis, (b) prorated by
Piedmont OPs ownership interest in the Joint Venture. During the year ended December 31, 2007, the Joint Venture incurred management and leasing fee expenses payable to Piedmont Management, or its affiliates, of $163,600.

Administrative Reimbursements

Wells Management performs certain
administrative services for the Joint Ventures properties, relating to accounting, property management, and other partnership administration, and incurs the related expenses. Such expenses are allocated among these entities based on time spent
on each entity by individual personnel. In the opinion of management, this is a reasonable estimation of such expenses. During 2007, 2006, and 2005, the Joint Venture incurred administration expenses of $14,257, $23,131, and $46,690, respectively,
payable to Wells Management for these services, portions of which are included in income (loss) from discontinued operations in the accompanying statements of operations.

In addition, Piedmont Management also performs certain administrative services for the Joint Venture and incurs the related expense. During 2007, the Joint Venture incurred administrative expenses of $56,017
payable to Piedmont Management, or its affiliates, for these services.

Due to Affiliates

As of December 31, 2007 and December 31, 2006, due to affiliates balances reflect amounts due to Piedmont Management and/or Wells Management for the following
items:



|                              |  |      |        |      |   |    
|----------------------------- |  | ---- | ------ | ---- | - | ---
|                              |  | 2007 |        | 2006
|Administrative reimbursements |  | $    | 14,338 |      | $ | 629
|Property management fees      |  |      | 13,063 |      |   | 0  
|                              |  |      |        |      |   |    
|                              |  | $    | 27,401 |      | $ | 629
|                              |  |      |        |      |   |    

4.    DISCONTINUED OPERATIONS

In accordance with SFAS No. 144, the Joint Venture has classified the results of operations related to the office components of the AmeriCredit Building and the John
Wiley Building, which were sold on April 13, 2005, as discontinued operations in the accompanying statements of operations. The details comprising income (loss) from discontinued operations are presented below:



|                                           |  |      |        |      |   |         |      |  |   |          
|------------------------------------------ |  | ---- | ------ | ---- | - | ------- | ---- |  | - | ---------
|                                           |  | 2007 |        | 2006 |   |         | 2005
|Rental income                              |  | $    | 0      |      | $ | 0       |      |  | $ | 975,715  
|Reimbursement income                       |  |      | 0      |      |   | 65,493  |      |  |   | 94,506   
|Interest and other income                  |  |      | 26,198 |      |   | 383     |      |  |   | 0        
|                                           |  |      |        |      |   |         |      |  |   |          
|Total revenues                             |  |      | 26,198 |      |   | 65,876  |      |  |   | 1,070,221
|                                           |  |      |       
|Property operating costs                   |  |      | 0      |      |   | 0       |      |  |   | 266,348  
|Management and leasing fees                |  |      | 0      |      |   | 0       |      |  |   | 66,905   
|Depreciation                               |  |      | 0      |      |   | 0       |      |  |   | 96,306   
|Bad debt expense                           |  |      | 0      |      |   | 77,831  |      |  |   | 0        
|General and administrative                 |  |      | 0      |      |   | 0       |      |  |   | 56,564   
|                                           |  |      |        |      |   |         |      |  |   |          
|Total expenses                             |  |      | 0      |      |   | 77,831  |      |  |   | 486,123  
|                                           |  |      |        |      |   |         |      |  |   |          
|Operating income (loss)                    |  |      | 26,198 |      |   | (11,955 | )    |  |   | 584,098  
|Gain on disposition                        |  |      | 0      |      |   | 0       |      |  |   | 7,318,380
|                                           |  |      |        |      |   |         |      |  |   |          
|Income (loss) from discontinued operations |  | $    | 26,198 |      | $ | (11,955 | )    |  | $ | 7,902,478
|                                           |  |      |        |      |   |         |      |  |   |          



Page F-30



---

##### Index to Financial Statements

|5. | RENTAL INCOME
|-- | -------------

The future minimum rental income due to the Joint
Venture under non-cancelable operating leases as of December 31, 2007 follows:



|                        |  |   |           
|----------------------- |  | - | ----------
|Year ended December 31: |  |   |           
|2008                    |  | $ | 3,803,818 
|2009                    |  |   | 3,871,365 
|2010                    |  |   | 3,973,700 
|2011                    |  |   | 1,461,219 
|2012                    |  |   | 0         
|Thereafter              |  |   | 0         
|                        |  |   |           
|                        |  | $ | 13,110,102
|                        |  |   |           

Three tenants generated approximately 60%, 34%, and 6% of rental income for the year ended December 31, 2007,
and two tenants will generate approximately 57% and 43% of future minimum rental income.



Page F-31



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

SCHEDULE III  REAL ESTATE AND ACCUMULATED
DEPRECIATION AND AMORTIZATION

DECEMBER 31, 2007



|                          |  |              |  |                           |           |                                             |      |                                               |                           |                                          |                       |                     |                         |              |       |   |            |  |   |           |  |    |  |   |            |  |   |           |  |      |  |         
|------------------------- |  | ------------ |  | ------------------------- | --------- | ------------------------------------------- | ---- | --------------------------------------------- | ------------------------- | ---------------------------------------- | --------------------- | ------------------- | ----------------------- | ------------ | ----- | - | ---------- |  | - | --------- |  | -- |  | - | ---------- |  | - | --------- |  | ---- |  | --------
|Description               |  | Encumbrances |  | Initial Cost              |           | CostsCapitalizedSubsequentTo Acquisition(d) |      | Gross Carrying Amount as of December 31, 2007 |                           | AccumulatedDepreciation &Amortization(c) |                       | Date ofConstruction |                         | DateAcquired
|                          |  | Land         |  | Buildings andImprovements |           |                                             | Land |                                               | Buildings andImprovements |                                          | IntangibleLease Asset |                     | Constructionin Progress |              | Total |   |            | 
|8560 UPLAND DRIVE(a)      |  | None         |  | $                         | 1,954,213 |                                             | $    | 11,215,621                                    |                           | $                                        | 542,281               |                     | $                       | 2,047,735    |       | $ | 11,664,380 |  | $ | 0         |  | $0 |  | $ | 13,712,115 |  | $ | 2,183,174 |  | 2001 |  | 12/21/01
|AIU  CHICAGO BUILDING(b) |  | None         |  |                           | 600,000   |                                             |      | 22,681,602                                    |                           |                                          | 1,427,832             |                     |                         | 624,089      |       |   | 19,614,678 |  |   | 4,470,667 |  | 0  |  |   | 24,709,434 |  |   | 6,143,711 |  | 2003 |  | 9/19/03 
|                          |  |              |  |                           |           |                                             |      |                                               |                           |                                          |                       |                     |                         |              |       |   |            |  |   |           |  |    |  |   |            |  |   |           |  |      |  |         
|Total                     |  |              |  | $                         | 2,554,213 |                                             | $    | 33,897,223                                    |                           | $                                        | 1,970,113             |                     | $                       | 2,671,824    |       | $ | 31,279,058 |  | $ | 4,470,667 |  | $0 |  | $ | 38,421,549 |  | $ | 8,326,885 |  |      |  |         
|                          |  |              |  |                           |           |                                             |      |                                               |                           |                                          |                       |                     |                         |              |       |   |            |  |   |           |  |    |  |   |            |  |   |           |  |      |  |         



| | (a) | 8560 Upland Drive is comprised of two connected one-story office and assembly buildings located in Parker, Colorado.
| | --- | --------------------------------------------------------------------------------------------------------------------



| | (b) | The AIU  Chicago Building is a four-story office building located in Hoffman Estates, Illinois.
| | --- | ------------------------------------------------------------------------------------------------



| | (c) | Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line
method over 40 years, 20 years, 5 to 25 years, and the shorter of the economic life or corresponding lease terms, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Includes acquisition and advisory fees and acquisition expense reimbursements applied at acquisition.
| | --- | -----------------------------------------------------------------------------------------------------



Page F-32



---

##### Index to Financial Statements

WELLS FUND XIII  REIT JOINT VENTURE PARTNERSHIP

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

AND AMORTIZATION

DECEMBER 31, 2007



|                             |  |      |             |   |                                       |   |            |    
|---------------------------- |  | ---- | ----------- | - | ------------------------------------- | - | ---------- | ---
|                             |  | Cost |             |   | AccumulatedDepreciation &Amortization |  
|BALANCE AT DECEMBER 31, 2004 |  | $    | 69,838,861  |   |                                       | $ | 6,847,091  |    
|                             |  |     
|Additions                    |  |      | 38,769      |   |                                       |   | 1,975,845  | (1)
|Dispositions                 |  |      | (31,520,687 | ) |                                       |   | (3,700,027 | )  
|                             |  |      |             |   |                                       |   |            |    
|BALANCE AT DECEMBER 31, 2005 |  |      | 38,356,943  |   |                                       |   | 5,122,909  |    
|                             |  |     
|Additions                    |  |      | 217,650     |   |                                       |   | 1,699,886  |    
|Dispositions                 |  |      | (153,044    | ) |                                       |   | (153,044   | )  
|                             |  |      |             |   |                                       |   |            |    
|BALANCE AT DECEMBER 31, 2006 |  |      | 38,421,549  |   |                                       |   | 6,669,751  |    
|                             |  |     
|Additions                    |  |      | 0           |   |                                       |   | 1,657,134  |    
|                             |  |      |             |   |                                       |   |            |    
|BALANCE AT DECEMBER 31, 2007 |  | $    | 38,421,549  |   |                                       | $ | 8,326,885  |    
|                             |  |      |             |   |                                       |   |            |    



| | (1) | Included in the number presented is $3,554, which is included in lease termination expense in the accompanying
statements of operations.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



Page F-33



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Fund XIII and Fund XIV Associates:

We have audited the accompanying balance
sheets of Fund XIII and Fund XIV Associates (the Joint Venture) as of December 31, 2007 and 2006, and the related statements of operations, partners capital, and cash flows for each of the two years in the period ended
December 31, 2007. 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 Joint Venture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 Joint Venture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 Joint Venture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 financial position of Fund
XIII and Fund XIV Associates as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2007. 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/    FRAZIER & DEETER, LLC

Atlanta, Georgia

March 26, 2008



Page F-34



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Fund XIII and Fund XIV Associates:

We have audited the accompanying
statements of operations, partners capital, and cash flows of Fund XIII and Fund XIV Associates (the Joint Venture) for the year in the period ended December 31, 2005. Our audit also included the financial statement schedule
listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Joint Ventures management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit 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 Joint Ventures internal control over financial reporting. Our
audit 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 Joint
Venture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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Fund XIII and Fund XIV
Associates for the year in the period ended December 31, 2005. 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

Atlanta, Georgia

March 9, 2007



Page F-35



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

BALANCE SHEETS

DECEMBER 31, 2007 AND 2006

ASSETS



|                                                                                                                                |  |      |           |      |   |           
|------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ----------
|                                                                                                                                |  | 2007 |           | 2006
|Real estate assets, at cost:                                                                                                    |  |      |           |      |   |           
|Land                                                                                                                            |  | $    | 2,031,250 |      | $ | 4,062,507 
|Building and improvements, less accumulated depreciation of $826,633 and $1,438,887 at December 31, 2007 and 2006,
respectively |  |      | 6,269,126 |      |   | 15,308,594
|Intangible lease assets, less accumulated amortization of $1,047,049 and $1,640,232 at December 31, 2007 and 2006,
respectively |  |      | 584,651   |      |   | 2,166,065 
|                                                                                                                                |  |      |           |      |   |           
|Total real estate assets                                                                                                        |  |      | 8,885,027 |      |   | 21,537,166
|Cash and cash equivalents                                                                                                       |  |      | 531,264   |      |   | 708,103   
|Tenant receivables                                                                                                              |  |      | 169,372   |      |   | 293,206   
|Due from affiliate                                                                                                              |  |      | 2,911     |      |   | 0         
|Deferred leasing costs, less accumulated amortization of $578,732 and $941,971 at December 31, 2007 and 2006,
respectively      |  |      | 363,045   |      |   | 1,407,539 
|Other assets                                                                                                                    |  |      | 13,061    |      |   | 13,937    
|                                                                                                                                |  |      |           |      |   |           
|Total assets                                                                                                                    |  | $    | 9,964,680 |      | $ | 23,959,951
|                                                                                                                                |  |      |           |      |   |           
|                                                                                                                               
|LIABILITIES AND PARTNERS CAPITAL                                                                                              
|                                                                                                                                |  |     
|Liabilities:                                                                                                                    |  |      |           |      |   |           
|Accounts payable and accrued expenses                                                                                           |  | $    | 57,853    |      | $ | 71,580    
|Due to affiliate                                                                                                                |  |      | 0         |      |   | 4,094     
|Deferred income                                                                                                                 |  |      | 194,493   |      |   | 147,058   
|Partnership distributions payable                                                                                               |  |      | 333,256   |      |   | 554,283   
|Intangible lease liability, less accumulated amortization of $0 and $206,060 at December 31, 2007 and 2006, respectively        |  |      | 0         |      |   | 480,806   
|                                                                                                                                |  |      |           |      |   |           
|Total liabilities                                                                                                               |  |      | 585,602   |      |   | 1,257,821 
|Partners capital:                                                                                                              |  |      |           |      |   |           
|Wells Real Estate Fund XIII, L.P.                                                                                               |  |      | 4,436,304 |      |   | 10,738,108
|Wells Real Estate Fund XIV, L.P.                                                                                                |  |      | 4,942,774 |      |   | 11,964,022
|                                                                                                                                |  |      |           |      |   |           
|Total partners capital                                                                                                         |  |      | 9,379,078 |      |   | 22,702,130
|                                                                                                                                |  |      |           |      |   |           
|Total liabilities and partners capital                                                                                         |  | $    | 9,964,680 |      | $ | 23,959,951
|                                                                                                                                |  |      |           |      |   |           

See accompanying notes.



Page F-36



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                      |  |      |           |      |   |           |  |   |          
|------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                      |  | 2007 |           | 2006 |   | 2005     
|REVENUES:                             |  |      |           |      |   |           |  |   |          
|Rental income                         |  | $    | 1,118,033 |      | $ | 1,167,530 |  | $ | 1,163,582
|Tenant reimbursements                 |  |      | 330,892   |      |   | 319,969   |  |   | 274,502  
|Interest and other income             |  |      | 21,007    |      |   | 27,589    |  |   | 2,161    
|                                      |  |      |           |      |   |           |  |   |          
|Total revenues                        |  |      | 1,469,932 |      |   | 1,515,088 |  |   | 1,440,245
|                                      |  |      |          
|EXPENSES:                             |  |      |           |      |   |           |  |   |          
|Property operating costs              |  |      | 308,521   |      |   | 288,813   |  |   | 287,431  
|Management and leasing fees           |  |      | 72,973    |      |   | 65,933    |  |   | 68,880   
|Depreciation                          |  |      | 175,360   |      |   | 175,360   |  |   | 175,360  
|Amortization                          |  |      | 445,665   |      |   | 503,648   |  |   | 508,583  
|General and administrative            |  |      | 75,166    |      |   | 40,906    |  |   | 33,845   
|                                      |  |      |           |      |   |           |  |   |          
|Total expenses                        |  |      | 1,077,685 |      |   | 1,074,660 |  |   | 1,074,099
|                                      |  |      |           |      |   |           |  |   |          
|NET INCOME FROM CONTINUING OPERATIONS |  |      | 392,247   |      |   | 440,428   |  |   | 366,146  
|                                      |  |      |          
|DISCONTINUED OPERATIONS:              |  |      |           |      |   |           |  |   |          
|Operating income                      |  |      | 136,198   |      |   | 624,070   |  |   | 602,142  
|Gain on disposition                   |  |      | 5,104,046 |      |   | 0         |  |   | 0        
|                                      |  |      |           |      |   |           |  |   |          
|Income from discontinued operations   |  |      | 5,240,244 |      |   | 624,070   |  |   | 602,142  
|                                      |  |      |           |      |   |           |  |   |          
|NET INCOME                            |  | $    | 5,632,491 |      | $ | 1,064,498 |  | $ | 968,288  
|                                      |  |      |           |      |   |           |  |   |          

See accompanying notes.



Page F-37



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31,
2007, 2006, AND 2005



|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  
|-------------------------- |  | ------------------------------ | ---------- | - | ------------------------------ | - | ----------- | --------------------- |  | - | ----------- | -
|                           |  | Wells RealEstateFund XIII, L.P |            |   | Wells RealEstateFund XIV, L.P. |   |             | TotalPartnersCapital | 
|BALANCE, DECEMBER 31, 2004 |  | $                              | 11,804,489 |   |                                | $ | 13,178,200  |                       |  | $ | 24,982,689  |  
|                           |  |                                |           
|Net income                 |  |                                | 458,000    |   |                                |   | 510,288     |                       |  |   | 968,288     |  
|Partnership distributions  |  |                                | (945,998   | ) |                                |   | (1,080,050  | )                     |  |   | (2,026,048  | )
|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  
|BALANCE, DECEMBER 31, 2005 |  |                                | 11,316,491 |   |                                |   | 12,608,438  |                       |  |   | 23,924,929  |  
|                           |  |                                |           
|Net income                 |  |                                | 503,508    |   |                                |   | 560,990     |                       |  |   | 1,064,498   |  
|Partnership contributions  |  |                                | 12,497     |   |                                |   | 13,923      |                       |  |   | 26,420      |  
|Partnership distributions  |  |                                | (1,094,388 | ) |                                |   | (1,219,329  | )                     |  |   | (2,313,717  | )
|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  
|BALANCE, DECEMBER 31, 2006 |  |                                | 10,738,108 |   |                                |   | 11,964,022  |                       |  |   | 22,702,130  |  
|                           |  |                                |           
|Net income                 |  |                                | 2,664,168  |   |                                |   | 2,968,323   |                       |  |   | 5,632,491   |  
|Partnership contributions  |  |                                | 32,127     |   |                                |   | 35,795      |                       |  |   | 67,922      |  
|Partnership distributions  |  |                                | (8,998,099 | ) |                                |   | (10,025,366 | )                     |  |   | (19,023,465 | )
|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  
|BALANCE, DECEMBER 31, 2007 |  | $                              | 4,436,304  |   |                                | $ | 4,942,774   |                       |  | $ | 9,379,078   |  
|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  

See accompanying notes.



Page F-38



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2007, 2006, AND 2005



|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|--------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                  |  | 2007 |             |   | 2006 |   |            | 2005 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |             |   |      |   |            |      |  |   |            |  
|Net income                                                                        |  | $    | 5,632,491   |   |      | $ | 1,064,498  |      |  | $ | 968,288    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |             |   |      |   |            |      |  |   |            |  
|Gain on disposition                                                               |  |      | (5,104,046  | ) |      |   | 0          |      |  |   | 0          |  
|Depreciation                                                                      |  |      | 218,550     |   |      |   | 426,896    |      |  |   | 421,051    |  
|Amortization                                                                      |  |      | 530,449     |   |      |   | 859,120    |      |  |   | 849,801    |  
|Changes in assets and liabilities:                                                |  |      |             |   |      |   |            |      |  |   |            |  
|Decrease (increase) in tenant receivables                                         |  |      | 47,513      |   |      |   | (90,457    | )    |  |   | (69,007    | )
|Increase in due from affiliate                                                    |  |      | (2,911      | ) |      |   | 0          |      |  |   | 0          |  
|Decrease (increase) in other assets                                               |  |      | 876         |   |      |   | (332       | )    |  |   | (2,370     | )
|(Decrease) increase in accounts payable and accrued expenses                      |  |      | (13,727     | ) |      |   | 27,482     |      |  |   | (18,248    | )
|(Decrease) increase in due to affiliates                                          |  |      | (4,094      | ) |      |   | (12,341    | )    |  |   | 4,636      |  
|Increase (decrease) increase in deferred income                                   |  |      | 47,435      |   |      |   | (30,730    | )    |  |   | 52,796     |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Net cash provided by operating activities                                         |  |      | 1,352,536   |   |      |   | 2,244,136  |      |  |   | 2,206,947  |  
|                                                                                  |  |      |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |             |   |      |   |            |      |  |   |            |  
|Net proceeds from sale of real estate                                             |  |      | 17,715,680  |   |      |   | 0          |      |  |   | 0          |  
|Investment in real estate assets                                                  |  |      | (24,703     | ) |      |   | (24,693    | )    |  |   | (108,008   | )
|Payment of deferred leasing costs                                                 |  |      | (43,240     | ) |      |   | 0          |      |  |   | (26,522    | )
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Net cash provided by (used in) investing activities                               |  |      | 17,647,737  |   |      |   | (24,693    | )    |  |   | (134,530   | )
|                                                                                  |  |      |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |             |   |      |   |            |      |  |   |            |  
|Net sale proceeds distributions to joint venture partners                         |  |      | (17,715,680 | ) |      |   | 0          |      |  |   | 0          |  
|Distributions to joint venture partners in excess of accumulated earnings         |  |      | (1,528,812  | ) |      |   | (2,262,645 | )    |  |   | (2,100,785 | )
|Contributions from joint venture partners                                         |  |      | 67,380      |   |      |   | 25,863     |      |  |   | 0          |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Net cash used in financing activities                                             |  |      | (19,177,112 | ) |      |   | (2,236,782 | )    |  |   | (2,100,785 | )
|                                                                                  |  |      |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |  |      | (176,839    | ) |      |   | (17,339    | )    |  |   | (28,368    | )
|                                                                                  |  |      |            
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |      | 708,103     |   |      |   | 725,442    |      |  |   | 753,810    |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $    | 531,264     |   |      | $ | 708,103    |      |  | $ | 725,442    |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|                                                                                  |  |      |            
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:            |  |      |             |   |      |   |            |      |  |   |            |  
|Deferred project costs applied to the joint venture                               |  | $    | 542         |   |      | $ | 557        |      |  | $ | 0          |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Partnership distributions payable                                                 |  | $    | 333,256     |   |      | $ | 554,283    |      |  | $ | 503,211    |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Write-off of fully amortized real estate assets                                   |  | $    | 250,963     |   |      | $ | 162,644    |      |  | $ | 0          |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Write-off of fully amortized deferred leasing costs                               |  | $    | 83,871      |   |      | $ | 68,804     |      |  | $ | 0          |  
|                                                                                  |  |      |             |   |      |   |            |      |  |   |            |  

See accompanying notes.



Page F-39



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007, 2006, AND 2005



|1. | ORGANIZATION AND BUSINESS
|-- | -------------------------

On August 20, 2003, Wells Real
Estate Fund XIII, L.P. (Fund XIII) and Wells Real Estate Fund XIV, L.P. (Fund XIV) entered into a Georgia general partnership to form Fund XIII and Fund XIV Associates (the Joint Venture). The general partners of
Fund XIII and Fund XIV are Leo F. Wells, III and Wells Capital, Inc. (Wells Capital).

The Joint Venture was formed to acquire and operate
commercial real properties, including properties to be developed, currently under development or construction, newly constructed or having operating histories. On October 30, 2003, the Joint Venture purchased two single-story office buildings
containing approximately 82,000-square-feet, the Siemens-Orlando Building, located in Orlando, Florida. On December 19, 2003, the Joint Venture acquired the Randstad  Atlanta Building, a four-story office building containing approximately
65,000 aggregate rentable square feet located in Atlanta, Georgia. On March 26, 2004, the Joint Venture purchased an approximate 120,000-square-foot, one story office and warehouse building, 7500 Setzler Parkway, located in Brooklyn Park,
Minnesota. Ownership interests were recomputed based on relative cumulative capital contributions from the joint venture partners.

On January 31,
2007, the Joint Venture sold 7500 Setzler Parkway to an unrelated third party for a gross sale price of $8,950,000. As a result of the sale, the Joint Venture recognized a gain of approximately $2,166,000 and received net sale proceeds of
approximately $8,723,000.

On April 24, 2007, the Joint Venture sold the Randstad  Atlanta Building to an unrelated third party for a gross sale
price of $9,250,000. As a result of the sale, the Joint Venture recognized a gain of approximately $2,938,000 and received net sale proceeds of approximately $8,993,000.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Basis of
Presentation

The Joint Ventures financial statements are prepared in accordance with U.S. generally accepted accounting principles
(GAAP).

Use of Estimates

The preparation
of the Joint Ventures financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent
assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Joint Ventures leases typically include renewal options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture
for a pro-rata share of operating costs incurred. All of the Joint Ventures leases are classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based on the
Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying balance sheets.

Lease termination income is recognized when the tenant loses the right to lease the space and the Joint Venture has satisfied all obligations under the related lease or
lease termination agreement.



Page F-40



---

##### Index to Financial Statements

The Joint Venture records the sale of real estate assets pursuant to the provisions of Statement of Financial Accounting
Standards (SFAS) No. 66, Accounting for Sales of Real Estate. Accordingly, gains are recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of
ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses are recognized in full as of the sale date.

Real Estate Assets

Investment in Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or
construction, and any tenant improvements or major improvements and betterments which extend the useful life of the related asset. The Joint Venture considers the period of future benefit of the asset to determine the appropriate useful lives. These
assessments have a direct impact on net income. Upon receiving notification of a tenants intention to terminate a lease, undepreciated tenant improvements are written off to lease termination expense. All repairs and maintenance are expensed
as incurred.

The estimated useful lives of the Joint Ventures real estate assets by class are provided below:



|                        |  |                                       
|----------------------- |  | --------------------------------------
|Buildings               |  | 40 years                              
|Building improvements   |  | 5-25 years                            
|Land improvements       |  | 20 years                              
|Tenant improvements     |  | Shorter of lease term or economic life
|Intangible lease assets |  | Lease term                            

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of real properties, it is the Joint Ventures policy to allocate the purchase price of properties to acquired tangible assets, consisting of
land and building, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, and the value of in-place leases, based in each case on their estimated fair values.

The fair values of the tangible assets of an acquired property (which includes land and building) are determined by valuing the property as if it were vacant, and the
as-if-vacant value is then allocated to land and building based on managements determination of the relative fair value of these assets. Management determines the as-if vacant fair value of a property using methods similar to those
used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases,
including leasing commissions and other related costs. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market demand. These
assessments have a direct impact on net income.

As further described below, in-place leases with the Joint Venture may have values related to: direct
costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market rates:



| |  |  | Direct costs associated with obtaining a new tenant, including commissions, tenant improvements and other direct costs, are estimated based on managements
consideration of current market costs to execute a similar lease. Such direct costs are included in deferred leasing costs in the accompanying balance sheet and are amortized to expense over the remaining terms of the respective leases.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-41



---

##### Index to Financial Statements

| |  |  | The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease is calculated based on the contractual amounts to be paid
pursuant to the in-place leases over a market absorption period for a similar lease. Such opportunity costs are included in intangible lease assets in the accompanying balance sheet and are amortized to expense over the remaining terms of the
respective leases.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of tenant relationships is calculated based on expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. Values
associated with tenant relationships are included in intangible lease assets in the accompanying balance sheet and are amortized to expense over the remaining terms of the respective leases.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of effective rental rates of in-place leases that are above or below the market rates of comparable leases is calculated based on the present value (using
a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be received pursuant to the in-place leases and (ii) managements estimate of fair market lease
rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an
adjustment to rental income over the remaining terms of the respective leases.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the years ended December 31, 2007, 2006, and
2005, the Joint Venture recognized the following amortization of intangible lease assets and liabilities:



|                                 |  |                                  |        |                                 |   |                                               |  |   |         |  |   |       
|-------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | --------------------------------------------- |  | - | ------- |  | - | ------
|                                 |  | Intangible Lease Assets          |        | IntangibleLeaseOriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiability
|                                 |  | Above-MarketIn-Place LeaseAssets |        | AbsorptionPeriod Costs          |   |                                              
|For the year ending December 31: |  |                                  |        |                                 |   |                                               |  |   |         |  |   |       
|2007                             |  | $                                | 22,289 |                                 | $ | 332,551                                       |  | $ | 194,900 |  | $ | 21,560
|                                 |  |                                  |        |                                 |   |                                               |  |   |         |  |   |       
|2006                             |  | $                                | 39,768 |                                 | $ | 546,318                                       |  | $ | 321,030 |  | $ | 68,687
|                                 |  |                                  |        |                                 |   |                                               |  |   |         |  |   |       
|2005                             |  | $                                | 40,372 |                                 | $ | 550,110                                       |  | $ | 322,174 |  | $ | 68,686
|                                 |  |                                  |        |                                 |   |                                               |  |   |         |  |   |       

As of December 31, 2007 and 2006, the Joint Venture had the following gross intangible in-place lease assets
and liabilities:



|     |  |                                  |         |                                 |   |                                               |  |   |           |  |   |        
|---- |  | -------------------------------- | ------- | ------------------------------- | - | --------------------------------------------- |  | - | --------- |  | - | -------
|     |  | Intangible Lease Assets          |         | IntangibleLeaseOriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiability
|     |  | Above-MarketIn-Place LeaseAssets |         | AbsorptionPeriod Costs          |   |                                              
|2007 |  | $                                | 81,452  |                                 | $ | 1,550,248                                     |  | $ | 898,538   |  | $ | 0      
|     |  |                                  |         |                                 |   |                                               |  |   |           |  |   |        
|2006 |  | $                                | 197,509 |                                 | $ | 3,608,788                                     |  | $ | 2,349,510 |  | $ | 686,866
|     |  |                                  |         |                                 |   |                                               |  |   |           |  |   |        



Page F-42



---

##### Index to Financial Statements

The remaining net unamortized balance for intangible assets and liability will be amortized as follows:



|                                 |  |                         |         |                                   |   |         |  |   |        
|-------------------------------- |  | ----------------------- | ------- | --------------------------------- | - | ------- |  | - | -------
|                                 |  | Intangible Lease Assets |         | IntangibleLeaseOriginationCosts  
|                                 |  | AbsorptionPeriod Costs  |         | Above-MarketIn-Place Lease Assets |  
|For the year ending December 31: |  |                         |         |                                   |   |         |  |   |        
|2008                             |  | $                       | 239,492 |                                   | $ | 11,799  |  | $ | 138,352
|2009                             |  |                         | 188,916 |                                   |   | 9,661   |  |   | 109,342
|2010                             |  |                         | 37,186  |                                   |   | 3,249   |  |   | 22,314 
|2011                             |  |                         | 37,186  |                                   |   | 3,249   |  |   | 22,314 
|2012                             |  |                         | 37,186  |                                   |   | 3,249   |  |   | 22,314 
|Thereafter                       |  |                         | 12,395  |                                   |   | 1,083   |  |   | 7,438  
|                                 |  |                         |         |                                   |   |         |  |   |        
|                                 |  | $                       | 552,361 |                                   | $ | 32,290  |  | $ | 322,074
|                                 |  |                         |         |                                   |   |         |  |   |        
|Average Amortization Period      |  |                         | 5 years |                                   |   | 5 years |  |   | 5 years

Valuation of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets and related intangible assets owned by the Joint Venture may not be
recoverable. When indicators of potential impairment are present management assesses whether the respective carrying values will be recovered with the undiscounted future operating cash flows expected from the use of the asset and its eventual
disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, less costs to
sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values, as defined by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for
comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. The Joint Venture has determined that there has been no impairment in the carrying value of any of the real estate assets held as
of December 31, 2007.

Projections of expected future cash flows require management to estimate future market rental income amounts subsequent to the
expiration of current lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property, and the number of years the property is held for investment. The use of inappropriate assumptions in the
future cash flow analysis would result in an incorrect assessment of the propertys future cash flows and fair value, and could result in the overstatement of the carrying value of the Joint Ventures real estate assets and net income.

Cash and Cash Equivalents

The Joint Venture considers
all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and
consist of investments in money market accounts.

Tenant Receivables

Tenant receivables are comprised of tenant receivables and straight-line rent receivables. Management assesses the collectibility of tenant receivables on an ongoing basis and provides for allowances as such balances,
or portions thereof, become uncollectible. Upon receiving notification of a tenants intention to terminate a lease, unamortized straight-line rent receivables are written off to lease termination expense. No such allowances have been recorded
as of December 31, 2007 or 2006.



Page F-43



---

##### Index to Financial Statements

Deferred Leasing Costs, net

Deferred leasing costs reflect costs incurred to procure operating leases, including opportunity costs avoided by acquiring an in-place lease identified in connection with the purchase price allocation process, which are capitalized and
amortized on a straight-line basis over the terms of the respective leases. The remaining unamortized balance of deferred leasing costs will be amortized over a weighted-average period of approximately four years. Upon receiving notification of a
tenants intention to terminate a lease, unamortized deferred leasing costs are written-off to lease termination expense.

Other Assets

Other assets as of December 31, 2007 and 2006 are comprised of the following items:



|                    |  |      |        |      |   |       
|------------------- |  | ---- | ------ | ---- | - | ------
|                    |  | 2007 |        | 2006
|Prepaid expenses    |  | $    | 5,847  |      | $ | 6,052 
|Utility deposits    |  |      | 6,564  |      |   | 5,943 
|Interest receivable |  |      | 650    |      |   | 1,942 
|                    |  |      |        |      |   |       
|Total               |  | $    | 13,061 |      | $ | 13,937
|                    |  |      |        |      |   |       

Prepaid expenses are recognized as the related services are provided. Utility deposits represent cash deposits
paid to utility companies. Interest receivable represents interest earned during the period presented, which will be received in the following month. Balances without a future economic benefit are written off as they are identified.

Allocation of Income and Distributions

Pursuant to the terms of the
joint venture agreement, income and distributions are allocated to the joint venture partners based upon their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund XIII and Fund XIV held
ownership interests in the Joint Venture of approximately 47% and 53%, for the years ended December 31, 2007 and 2006, respectively. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Income Taxes

The Joint Venture is not subject to
federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Fund XIII and Fund XIV are required to include their respective share of profits and losses from the Joint Venture
in their individual income tax returns.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities  Including an Amendment of FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. SFAS No. 159 permits entities to choose to measure many financial instruments
and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 will be effective
for fiscal years beginning after November 15, 2007. The Joint Venture is currently assessing these provisions and evaluating the financial impact of SFAS No. 159 on its financial statements; however, it is not currently planning to adopt
the fair value option in 2008.



Page F-44



---

##### Index to Financial Statements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value, and expands disclosures required for fair value measurements under GAAP, including amending SFAS No. 144. SFAS No. 157 emphasizes that fair value is a market-based measurement, as opposed
to an entity-specific measurement. In February 2008, the FASB issued Staff Position No. SFAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements
for Purposes of Lease Classification or Measurement under Statement 13, (FSP 157-1). FSP 157-1, which is effective upon the initial adoption of SFAS No. 157, excludes SFAS No. 13, Accounting for Leases, as well as
other accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS No. 13, from the scope of SFAS No. 157. In February 2008, the FASB issued Staff Position No. SFAS 157-2, Effective
Date of FASB Statement No. 157(FSP 157-2). FSP 157-2 delays the effective date of SFAS No. 157 for all nonrecurring nonfinancial assets and liabilities until fiscal years beginning after November 15, 2008.
Accordingly, FSP 157-2 will be effective for the Joint Venture beginning January 1, 2009 and all other aspects of SFAS No. 157 will be effective for the Joint Venture beginning January 1, 2008. The Joint Venture is currently assessing
the provisions and evaluating the financial impact of SFAS No. 157, FSP 157-1, and FSP 157-2 on its financial statements; however, does not believe the adoption of this pronouncement will have a material impact on its financial statements.

In July 2006, the FASB issued Financial Accounting Standards Board Interpretation (FIN) No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes, which clarifies the relevant criteria and approach for the recognition, derecognition, and measurement of uncertain tax positions. FIN No. 48 was effective
for the Joint Venture beginning January 1, 2007. The adoption of this pronouncement has not had a material impact on the Joint Ventures financial statements.



|3. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------

Management and Leasing Fees

Fund XIII and Fund XIV entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells Management), an
affiliate of their general partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Joint Ventures properties, the Joint Venture will pay Wells
Management management and leasing fees equal to the lesser of (a) fees that would be paid to a comparable outside firm, which is assessed periodically based on market studies; or (b) 4.5% of the gross revenues generally paid over the life
of the lease, plus a separate competitive fee for the one-time initial lease-up of newly constructed properties generally paid in conjunction with the receipt of the first months rent. In the case of commercial properties which are leased on a
long-term net basis (10 or more years), the maximum property management fee from such leases shall be 1% of the gross revenues generally paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross revenues on each
lease payable over the first five full years of the original lease term. The Joint Venture incurred management and leasing fees that are payable to Wells Management of $46,644, $93,498, and $109,850 for the years ended December 31, 2007, 2006,
and 2005, respectively, portions of which are included in income (loss) from discontinued operations in the accompanying statements of operations.

Administration Reimbursements

Wells Management performs certain administrative services for the Joint Venture, relating to accounting,
property management, and other joint venture administration, and incurs the related expenses. Such expenses are allocated among these entities based on time spent on each entity by individual personnel. In the opinion of management, this is a
reasonable estimation of such expense. During 2007, 2006, and 2005, the Joint Venture reimbursed $14,814, $33,246, and $55,873, respectively, to Wells Management for these services, portions of which are included in income (loss) from discontinued
operations in the accompanying statements of operations.



Page F-45



---

##### Index to Financial Statements

Deferred Project Costs

Fund XIII and Fund XIV paid 3.5% of gross capital contributions to Wells Capital for acquisition and advisory services, subject to certain overall limitations provided in the respective partnership agreements. These fees were capitalized by
Fund XIII and Fund XIV as paid and allocated to specific properties upon acquisition by the Joint Venture or certain capital improvements thereafter. Accordingly, such deferred project costs are included in the capitalized assets of the Joint
Venture.

Due from Affiliate

As of December 31,
2007, due from affiliate balance reflects amounts due from Wells Management related to an overpayment of property management fees.

Due to Affiliate

As of December 31, 2007 and December 31, 2006, due to affiliate balances reflect amounts due to Wells Management for the following items:



|                              |  |      |  |      |      
|----------------------------- |  | ---- |  | ---- | -----
|                              |  | 2007 |  | 2006
|Property management fees      |  | $0   |  | $    | 3,856
|Administrative reimbursements |  | 0    |  |      | 238  
|                              |  |      |  |      |      
|                              |  | $0   |  | $    | 4,094
|                              |  |      |  |      |      



|4. | DISCONTINUED OPERATIONS
|-- | -----------------------

In accordance with SFAS No. 144, the
Joint Venture has classified the results of operations related 7500 Setzler Parkway, which was sold on January 31, 2007, and the Randstad  Atlanta Building, which was sold on April 24, 2007, as discontinued operations in the
accompanying statements of operations. The details comprising income from discontinued operations are presented below:



|                                    |  |      |           |      |   |           |  |   |          
|----------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                    |  | 2007 |           | 2006 |   | 2005     
|Rental income                       |  | $    | 282,879   |      | $ | 1,333,200 |  | $ | 1,316,376
|Reimbursement income                |  |      | 77,624    |      |   | 444,636   |  |   | 431,555  
|                                    |  |      |           |      |   |           |  |   |          
|Total revenues                      |  |      | 360,503   |      |   | 1,777,836 |  |   | 1,747,931
|                                    |  |      |          
|Property operating costs            |  |      | 68,722    |      |   | 380,615   |  |   | 378,991  
|Management and leasing fees         |  |      | 14,775    |      |   | 74,942    |  |   | 76,262   
|Depreciation                        |  |      | 43,190    |      |   | 251,536   |  |   | 245,691  
|Amortization                        |  |      | 84,055    |      |   | 384,391   |  |   | 369,532  
|General and administrative          |  |      | 13,563    |      |   | 62,282    |  |   | 75,313   
|                                    |  |      |           |      |   |           |  |   |          
|Total expenses                      |  |      | 224,305   |      |   | 1,153,766 |  |   | 1,145,789
|                                    |  |      |           |      |   |           |  |   |          
|Operating income                    |  |      | 136,198   |      |   | 624,070   |  |   | 602,142  
|Gain on disposition                 |  |      | 5,104,046 |      |   | 0         |  |   | 0        
|                                    |  |      |           |      |   |           |  |   |          
|Income from discontinued operations |  | $    | 5,240,244 |      | $ | 624,070   |  | $ | 602,142  
|                                    |  |      |           |      |   |           |  |   |          



Page F-46



---

##### Index to Financial Statements

|5. | RENTAL INCOME
|-- | -------------

The future minimum rental income due to the Joint
Venture under noncancelable operating leases as of December 31, 2007 is as follows:



|                        |  |   |          
|----------------------- |  | - | ---------
|Year ended December 31: |  |   |          
|2008                    |  | $ | 1,222,276
|2009                    |  |   | 1,025,897
|2010                    |  |   | 367,183  
|2011                    |  |   | 378,164  
|2012                    |  |   | 375,003  
|Thereafter              |  |   | 70,289   
|                        |  |   |          
|                        |  | $ | 3,438,812
|                        |  |   |          

Four tenants generated approximately 57%, 15%, 14%, and 11% of rental income for the year ended December 31,
2007, and three tenants will generate approximately 45%, 32%, and 23% of future minimum rental income.



Page F-47



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION AND
AMORTIZATION

DECEMBER 31, 2007



|                              |  |              |  |              |  |                                              |  |                                               |      |                                          |                           |            |                       |            |       |             |  |                     |  |              |  |           
|----------------------------- |  | ------------ |  | ------------ |  | -------------------------------------------- |  | --------------------------------------------- | ---- | ---------------------------------------- | ------------------------- | ---------- | --------------------- | ---------- | ----- | ----------- |  | ------------------- |  | ------------ |  | ----------
|                              |  |              |  | Initial Cost |  | Costs CapitalizedSubsequentTo Acquisition(c) |  | Gross Carrying Amount as of December 31, 2007 |      | AccumulatedDepreciation &Amortization(b) |                           |            |                       |           
|Description                   |  | Encumbrances |  | Land         |  | Buildings andImprovements                    |  |                                               | Land |                                          | Buildings andImprovements |            | IntangibleLease Asset |            | Total |             |  | Date ofConstruction |  | DateAcquired
|SIEMENS  ORLANDO BUILDING(a) |  | None         |  | $1,950,000   |  | $8,734,436                                   |  | $74,273                                       |      | $2,031,250                               |                           | $7,095,759 |                       | $1,631,700 |       | $10,758,709 |  | $1,873,682          |  | 2003         |  | 10/30/2003



| | (a) | The Siemens  Orlando Building consists of two single-story office buildings located in Orlando, Florida.
| | --- | ---------------------------------------------------------------------------------------------------------



| | (b) | Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line
method over 40 years, 20 years, 5 to 25 years, and the shorter of the economic life or corresponding lease terms, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Includes acquisition and advisory fees and acquisition expense reimbursements applied at acquisition.
| | --- | -----------------------------------------------------------------------------------------------------



Page F-48



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

AND AMORTIZATION

DECEMBER 31, 2007



|                             |  |      |             |   |                                       |   |            |  
|---------------------------- |  | ---- | ----------- | - | ------------------------------------- | - | ---------- | -
|                             |  | Cost |             |   | AccumulatedDepreciation &Amortization |  
|BALANCE AT DECEMBER 31, 2004 |  | $    | 24,645,671  |   |                                       | $ | 1,217,248  |  
|                             |  |     
|Additions                    |  |      | 108,008     |   |                                       |   | 1,011,533  |  
|                             |  |      |             |   |                                       |   |            |  
|BALANCE AT DECEMBER 31, 2005 |  |      | 24,753,679  |   |                                       |   | 2,228,781  |  
|                             |  |     
|Additions                    |  |      | 25,250      |   |                                       |   | 1,012,982  |  
|Dispositions                 |  |      | (162,644    | ) |                                       |   | (162,644   | )
|                             |  |      |             |   |                                       |   |            |  
|BALANCE AT DECEMBER 31, 2006 |  |      | 24,616,285  |   |                                       |   | 3,079,119  |  
|                             |  |     
|Additions                    |  |      | 25,245      |   |                                       |   | 573,390    |  
|Dispositions                 |  |      | (13,882,821 | ) |                                       |   | (1,778,827 | )
|                             |  |      |             |   |                                       |   |            |  
|BALANCE AT DECEMBER 31, 2007 |  | $    | 10,758,709  |   |                                       | $ | 1,873,682  |  
|                             |  |      |             |   |                                       |   |            |  



Page F-49



---

##### Index to Financial Statements

EXHIBIT INDEX

TO

2007 FORM 10-K

OF

WELLS REAL ESTATE FUND XIII, L.P.

The following documents are filed as exhibits to this report. Those exhibits previously filed and incorporated herein by reference are identified below by an asterisk.
For each such asterisked exhibit, there is shown below the description of the previous filing. Exhibits which are not required for this report are omitted.



|              |  |                                                                                                                                                                                                                                                        
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                
|              | 
|*3.1          |  | Agreement of Limited Partnership of Wells Real Estate Fund XIII, L.P. (Exhibit 3.1 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No. 333-48984)                                                            
|              | 
|*3.2          |  | Certificate of Limited Partnership of Wells Real Estate Fund XIII, L.P. dated September 15, 1998 (Exhibit 3.2 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P.,
Commission File No. 333-48984)                                 
|              | 
|*3.3          |  | Certificate of Amendment to the Certificate of Limited Partnership of Wells Real Estate Fund XIII, L.P. dated October 20, 2000 (Exhibit 3.2(a) to Form S-11 Registration Statement of Wells
Real Estate Fund XIII, L.P., Commission File No. 333-48984)
|              | 
|*10.1         |  | Management and Leasing Agreement with Wells Management Company, Inc. (Exhibit 10.2 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No.
333-48984)                                                            
|              | 
|*10.2         |  | Joint Venture Partnership Agreement of Wells Fund XIII-REIT Joint Venture Partnership (Exhibit 10.85 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc.,
Commission File No. 333-44900)                                   
|              | 
|*10.3         |  | Agreement for the Purchase and Sale of Property for the AmeriCredit Building (Exhibit 10.86 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File
No. 333-44900)                                            
|              | 
|*10.4         |  | Lease Agreement for the AmeriCredit Building (Exhibit 10.87 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-44900)                                                                            
|              | 
|*10.5         |  | Purchase Agreement for the ADIC Buildings (Exhibit 10.6 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No. 333-48984)                                                                                       
|              | 
|*10.6         |  | Purchase Agreement for land adjacent to the ADIC Buildings (Exhibit 10.7 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No.
333-48984)                                                                      
|              | 
|*10.7         |  | Lease Agreement for the ADIC Buildings (Exhibit 10.8 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No. 333-48984)                                                                                          
|              | 
|*10.8         |  | Purchase Agreement for the John Wiley Indianapolis Building (Exhibit 10.9 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No.
333-48984)                                                                     
|              | 
|*10.9         |  | Lease Agreement with John Wiley & Sons, Inc. ((Exhibit 10.10 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No. 333-48984)                                                                                  
|              | 
|*10.10        |  | Amendment #2 to Lease Agreement with John Wiley & Sons, Inc. (Exhibit 10.11 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No.
333-48984)                                                                   
|              | 
|*10.11        |  | Amendment #3 to Lease Agreement with John Wiley & Sons, Inc. (Exhibit 10.12 to Form S-11 Registration Statement of Wells Real Estate Fund XIII, L.P., Commission File No.
333-48984)                                                                   



---

##### Index to Financial Statements

|              |  |                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                           
|              | 
|*10.12        |  | Purchase and Sale Agreement relating to the AIU Chicago Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2003, Commission File
No. 0-49633)                                                                                                                                           
|              | 
|*10.13        |  | Lease Agreement with American InterContinental University, Inc. (Exhibit 10.2 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2003, Commission File
No. 0-49633)                                                                                                                                            
|              | 
|*10.14        |  | Agreement of Purchase and Sale of Property for Siemens Orlando Buildings and third amendment thereto (Exhibit 10.3 to Form S-11 Registration Statement of Wells Real Estate Fund XIV, L.P.,
Commission File No. 333-101463)                                                                                                                       
|              | 
|*10.15        |  | Lease Agreement with Siemens Shared Services LLC (Exhibit 10.4 to Form S-11 Registration Statement of Wells Real Estate Fund XIV, L.P., Commission File No. 333-101463)                                                                                                                                                                           
|              | 
|*10.16        |  | Joint Venture Partnership Agreement of Fund XIII and Fund XIV Associates (Exhibit 10.16 to Form 10-K of Wells Real Estate Fund XIII, L.P. for the fiscal year ended December 31, 2003,
Commission File No. 0-49633)                                                                                                                               
|              | 
|*10.17        |  | Purchase and Sale Agreement for the Randstad Atlanta Building (Exhibit 10.17 to Form 10-K of Wells Real Estate Fund XIII, L.P. for the fiscal year ended December 31, 2003, Commission File No.
0-49633)                                                                                                                                          
|              | 
|*10.18        |  | Lease Agreement for the Randstad Atlanta Building (Exhibit 10.18 to Form 10-K of Wells Real Estate Fund XIII, L.P. for the fiscal year ended December 31, 2003, Commission File No. 0-49633)                                                                                                                                                      
|              | 
|*10.19        |  | Purchase and Sale Agreement for the 7500 Setzler Parkway Building (Exhibit 10.8 to Form S-11 Registration Statement of Wells Real Estate Fund XIV, L.P., Commission File No.
333-101463)                                                                                                                                                          
|              | 
|*10.20        |  | Lease Agreement for the 7500 Setzler Parkway Building (Exhibit 10.9 to Form S-11 Registration Statement of Wells Real Estate Fund XIV, L.P., Commission File No. 333-101463)                                                                                                                                                                      
|              | 
|*10.21        |  | Purchase and Sale Agreement for the AmeriCredit Building and John Wiley Building (Exhibit 10.70 to Form 10-Q of Wells Real Estate Investment Trust, Inc. for the quarter ended March 31, 2005,
Commission File No. 0-25739)                                                                                                                       
|              | 
|*10.22        |  | Purchase and Sale Agreement by and among Wells Real Estate Fund XIII, L.P., Wells Real Estate Fund XIV, L.P. and AMB Institutional Alliance Fund III, L.P. for the sale of the 7500 Setzler
Parkway Building (Exhibit to Form 10-K of Wells Real Estate Fund. XIII, L.P. for the fiscal year ended December 31, 2006, Commission File No. 0-49633)
|              | 
|*10.23        |  | Purchase and Sale Agreement for the sale of the Randstad Atlanta Building (Exhibit 10.2 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended March 31, 2007, Commission
File No. 0-49633)                                                                                                                                      
|              | 
|*16           |  | Letter from Ernst & Young LLP dated September 27, 2006 regarding change in accountants (Exhibit 16.1 to the Current Report on Form 8-K of Wells Real Estate Fund XIII, L.P. filed on
September 27, 2006, Commission File No. 0-49633)                                                                                                             
|              | 
|31.1          |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                            
|              | 
|31.2          |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                            
|              | 
|32.1          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002