##### 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, 2008

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









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##### 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.



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##### 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 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 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 total limited partner 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



| |  |  | 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.



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##### Index to Financial Statements

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, 2008, 2007, and 2006.

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, including supervision of the management and leasing of its
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), which was acquired in connection with the Piedmont REIT internalization transaction (see Assertion of Legal Actions Against Related-Parties below). In addition, WREF guarantees debt of another
WREF-sponsored product which was in the amount of approximately $59.0 million as of February 28, 2009. The General Partners believe that WREF generates adequate cash flow from operations and has adequate liquidity available in the form of cash
on hand and other investments 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 be likely to have a negative impact on our results of operations. We are not currently aware of any reason why our
existing tenants will not be able to pay their contractual rental amounts as they become due in all material respects. Situations preventing the tenants from paying contractual rents could result in a material adverse impact on our results of
operations.



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##### Index to Financial Statements

Assertion of Legal Actions Against Related-Parties

On March 12, 2007, a stockholder of Piedmont REIT, filed a putative class action and derivative complaint, presently styled In re Wells Real Estate Investment Trust, Inc. Securities Litigation, 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 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. On March 31, 2008, the Court granted in part the defendants motion to dismiss the amended
complaint. The Court dismissed five of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two counts with the exception of allegations regarding the failure to disclose in the Piedmont REIT proxy statement
details of certain expressions of interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended complaint, which alleges violations of the federal proxy rules based upon allegations that the proxy statement to
obtain approval for the Piedmont REIT internalization transaction omitted details of certain expressions of interest in acquiring Piedmont REIT. The second amended complaint seeks, among other things, unspecified monetary damages, to nullify
and rescind the internalization transaction, and to cancel and rescind any stock issued to the defendants as consideration for the internalization transaction. On May 12, 2008, the defendants answered and raised certain defenses to the
second amended complaint. On June 23, 2008, the plaintiff filed a motion for class certification. The defendants responded to the plaintiffs motion for class certification on January 16, 2009. The plaintiff filed its reply in support
of its motions for class certification on February 19, 2009. The motion for class certification is currently pending before the court. The parties are presently engaged in discovery. 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



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##### Index to Financial Statements

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 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 responded to the defendants motion to dismiss this lawsuit. A hearing on the motion to
dismiss was held on February 22, 2008. On March 13, 2008, the Court granted the defendants motion to dismiss. On April 11, 2008, the plaintiffs filed a notice to appeal the Courts judgment granting the defendants
motion to dismiss. On February 9, 2009, the Georgia Court of Appeals issued an opinion affirming the Courts judgment granting the defendants motion to dismiss. The plaintiffs did not file a notice of intention to apply for
certiorari in the Georgia Supreme Court by their deadline of February 23, 2009.

Web Site Address

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



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

Risk Related to Current Economic Conditions

Current economic conditions and turmoil in the credit markets have caused, and will likely continue to cause, market rental rates and property values to
decline, may impede disposition of our properties at commercially reasonable terms, and have had, and will likely continue to have, an adverse effect on our financial condition.

Current economic conditions, the availability and cost of credit, the mortgage market, and declining real estate markets have contributed to increased volatility, lower real estate values, and diminished expectations
for real estate markets and the economy as a whole. Many economists are predicting continued significant deterioration in economic conditions in the United States for 2009, along with significant increases in unemployment and vacancy rates at
commercial properties. As a result, current economic conditions and the credit crisis have caused, and will likely continue to cause, commercial real estate values and market rental rates to decline significantly. Our estimated unit valuations as of
December 31, 2008 have declined from their prior year levels, and are expected to continue to decline in the upcoming year. Deteriorating economic conditions could adversely impact the ability of one or more of our tenants to honor their lease
payments and our ability to re-lease space on favorable terms as leases expire or as space otherwise becomes vacant at our properties. While we do not anticipate the need to access the credit markets, the impact of the current crisis in the credit
markets may adversely affect the ability of potential purchasers of our properties to obtain financing. Therefore, this may affect our timing and/or ability to sell our properties at commercially reasonable terms. The current economic conditions and
the difficulties currently being experienced in the mortgage and real estate markets have adversely affected our business model, financial condition, results of operations, and the valuation of our units. We do not expect that the difficult
conditions in the mortgage and real estate markets are likely to improve in the near future. A worsening of these conditions would exacerbate the adverse effects that the current market environment has had on us and on commercial real estate in
general.

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;
| | - |  | ------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | 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 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 is 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 is
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 is 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.



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##### Index to Financial Statements

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 limited partners.

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 for 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 could cause a decrease or cessation of rental payments, which would result in 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.



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##### Index to Financial Statements

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 a certain tenant 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 remaining real properties in which we are invested 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 the sale of the properties is warranted even if 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 period of 10 years from the date the 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



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##### Index to Financial Statements

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 partnerships 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.

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



Page 10



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##### Index to Financial Statements

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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

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



Page 11



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##### Index to Financial Statements

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, which are fully insured through December 31, 2009. Beginning in January 2010, our cash balances may at times exceed the 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 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.



Page 12



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##### Index to Financial Statements

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 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.



Page 13



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##### Index to Financial Statements

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 certain debt of Wells Timberland REIT, Inc., a
WREF-sponsored product that is in the start-up phase of its operations, which was equal to approximately $59.0 million as of February 28, 2009.

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.

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.



Page 14



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##### Index to Financial Statements

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 a 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.

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.



Page 15



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##### Index to Financial Statements

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 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



Page 16



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##### Index to Financial Statements

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;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | 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.



Page 17



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##### Index to Financial Statements

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 hold units in an IRA or you
intend to acquire units in a secondary market through your IRA, or if you are a custodian of an IRA or a trustee or other fiduciary of a retirement plan which is holding units or is considering an acquisition of units through a secondary market, 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.

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, 2008.



Page 18



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##### 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                                                                                             |  | 2008                        |  | 2007 |  | 2006 |  | 2005 |  | 2004
|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%
|                                                                             |  |                                                                            |  |             |  | 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%
|                                                                             |  |                                                                            |  |             |  | 4. AIU  Chicago Building A four-story office building located in Hoffman Estates, Illinois            |  | 83%                         |  | 83%  |  | 100% |  | 100% |  | 100%
|                                                                            
|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 Two one-story office buildings located in Orlando, Florida               |  | 100%                        |  | 100% |  | 100% |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  | 6. Randstad  Atlanta Building(2) Four-story office building located in Atlanta, Georgia               |  |                            |  |     |  | 100% |  | 100% |  | 100%
|                                                                             |  |                                                                            |  |             |  | 7. 7500 Setzler Parkway(3) 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 19



---

##### Index to Financial Statements

Lease Expirations

As
of December 31, 2008, 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 of Leases Expiring |  | Square Feet Expiring |  | Annualized Gross Base Rent in Year ofExpiration |           | Partnership Share of Annualized Gross Base Rent in Year ofExpiration(1) |   | Percentage of Total Square Feet Expiring |  | Percentage of Total Annualized Gross Base Rent 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, 2008, the annualized base rent was
approximately $1,377,000, increasing approximately 2% annually each January through the expiration of the lease. The annualized base rent in 2011 will be approximately $1,461,000.



Page 20



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##### Index to Financial Statements

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, 2008, 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 (approximately
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 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, 2008, the annual base rent payable under the AIU lease was approximately $2,430,000. The annualized rent payable in 2010 for the AIU lease expiring will be 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 Travel, Inc. (approximately 12%). Siemens Shared Services LLC (Siemens) occupies
approximately 59,200 rentable square feet of the Siemens  Orlando Building. 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



Page 21



---

##### Index to Financial Statements

September 30, 2009, which had been vacated by Best Buy Stores, L.P. (Best Buy) in January 2007. As of December 31, 2008, the annual
base rent payable under the Siemens lease was approximately $893,000. The annualized base rent payable remains the same 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. 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, 2008, the annual base
rent payable under the Rinker lease is approximately $197,000, increasing approximately 3% annually each April through the expiration of the lease. The annualized base rent payable in 2013 will be 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. 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, 2008, the annual base rent payable under the Etour Leases was approximately $155,000. The annualized base rent payable in 2012 will be 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 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 which 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.



Page 22



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##### Index to Financial Statements

|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. For a description of pending litigation involving certain related parties, see Assertion of
Legal Actions Against Related-Parties in Item 1. of this report.



|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 2008.



Page 23



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##### Index to Financial Statements

PART II



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

Summary

As of February 28, 2009, 3,215,584 Cash Preferred Units and 556,464 Tax Preferred Units, held by a total of 1,268 and
138 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, 2008. 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, 2008, to be approximately $4.45 per Cash Preferred Unit and $4.45 per Tax Preferred Unit, based upon market
conditions existing in early December 2008. These estimates should not be viewed as an accurate reflection of the value of the limited partners units, how much 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 24



---

##### 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 2007 and 2008 are summarized below:



|                                          |  |                                |  |                  |  |                 
|----------------------------------------- |  | ------------------------------ |  | ---------------- |  | ----------------
|                                          |  | Per Cash Preferred Unit       
|Operating Distributions for Quarter Ended |  | TotalOperating CashDistributed |  | InvestmentIncome |  | Return ofCapital
|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           
|March 31, 2008                            |  | $272,154                       |  | $0.00            |  | $0.08           
|June 30, 2008                             |  | $136,140                       |  | $0.00            |  | $0.04           
|September 30, 2008                        |  | $           0                  |  | $0.00            |  | $0.00           
|December 31, 2008                         |  | $           0                  |  | $0.00            |  | $0.00           

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 or 2008.



Page 25



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##### 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, 2008, 2007, 2006, 2005, and 2004 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.



|                                                                                       |  |      |            |      |   |            |  |   |            |   |      |   |            |  |   |            |  
|-------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- |  | - | ---------- | - | ---- | - | ---------- |  | - | ---------- | -
|                                                                                       |  | 2008 |            | 2007 |   | 2006       |  |   | 2005       |   | 2004 |  
|Total assets                                                                           |  | $    | 13,603,459 |      | $ | 13,915,352 |  | $ | 20,961,702 |   |      | $ | 21,981,962 |  | $ | 31,129,562 |  
|Equity in income of Joint Ventures                                                     |  | $    | 573,477    |      | $ | 3,026,738  |  | $ | 925,459    |   |      | $ | 3,023,505  |  | $ | 1,106,316  |  
|Net income                                                                             |  | $    | 392,684    |      | $ | 3,066,532  |  | $ | 789,548    |   |      | $ | 3,028,062  |  | $ | 954,373    |  
|Net income (loss) allocated to:                                                        |  |      |            |      |   |            |  |   |            |   |      |   |            |  |   |            |  
|Cash Preferred Limited Partners                                                        |  | $    | 390,028    |      | $ | 1,290,150  |  | $ | 1,756,977  |   |      | $ | 2,295,882  |  | $ | 2,583,944  |  
|Tax Preferred Limited Partners                                                         |  | $    | 0          |      | $ | 1,776,382  |  | $ | (967,429   | ) |      | $ | 732,180    |  | $ | (1,629,571 | )
|General Partners                                                                       |  | $    | 2,656      |      | $ | 0          |  | $ | 0          |   |      | $ | 0          |  | $ | 0          |  
|Net income (loss) per weighted-average Limited Partner Unit:                           |  |      |            |      |   |            |  |   |            |   |      |   |            |  |   |            |  
|Cash Preferred                                                                         |  |      | $0.12      |      |   | $0.40      |  |   | $ 0.55     |   |      |   | $0.73      |  |   | $ 0.83     |  
|Tax Preferred                                                                          |  |      | $0.00      |      |   | $3.17      |  |   | $(1.75     | ) |      |   | $1.18      |  |   | $(2.42     | )
|Operating Cash Distributions per weighted-average Cash Preferred Limited Partner Unit: |  |      |            |      |   |            |  |   |            |   |      |   |            |  |   |            |  
|Investment Income                                                                      |  |      | $0.00      |      |   | $0.45      |  |   | $ 0.56     |   |      |   | $0.64      |  |   | $ 0.81     |  
|Return of Capital                                                                      |  |      | $0.13      |      |   | $0.03      |  |   | $ 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                                                                         |  |      | $0.00      |      |   | $2.05      |  |   | $ 0.00     |   |      |   | $2.35      |  |   | $ 0.00     |  
|Tax Preferred                                                                          |  |      | $0.00      |      |   | $3.27      |  |   | $ 0.00     |   |      |   | $4.15      |  |   | $ 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. We currently own interests in three properties, all of which are well-leased. 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.

The fourth quarter 2008 operating distributions to limited partners were reserved. We anticipate that operating distributions will be reserved in the near
term as a result of our intention to fund our pro rata share of anticipated re-leasing costs and capital improvements at the AIU  Chicago Building and the Siemens  Orlando Building, as the existing leases expire at these properties.



Page 26



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##### Index to Financial Statements

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
attempting to negotiate 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, located in Hoffman Estates, Illinois, a suburb of Chicago, is currently 83% leased through December 2010. We are actively working
on re-leasing the remaining vacant space.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Siemens  Orlando Building, located in Orlando, Florida, 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

Management reviews 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.

As measured by the U.S. gross domestic product (GDP), the
U.S. economys growth decreased at a rate of 6.2% in the fourth quarter of 2008, according to preliminary estimates. For the full year of 2008, GDP increased 1.1% compared to a growth rate of 2.0% in 2007. The major contributors to negative GDP
growth in the fourth quarter were decreases in exports, personal consumption expenditures, equipment and software, and residential fixed investment.

Real
estate market fundamentals underlying the U.S. office markets deteriorated in 2008, particularly in the fourth quarter as evidenced by a vacancy rate of 14.5% for the fourth quarter compared to 12.6% vacancy a year ago. There was negative net
absorption of 22 million square feet in the fourth quarter and negative 44.9 million square feet for the year, which is down from a positive absorption of 51.5 million square feet in 2007. Rents also declined as general economic
conditions weakened.

Transaction volume was also down significantly in 2008. The volume of office properties selling for $5 million or more decreased to
$54 billion in 2008, a 75% decrease from 2007 numbers. The large pricing gap between buyers and sellers and the lack of financing are generally cited as the major contributors. Average capitalization rates on office acquisitions increased 60 basis
points in 2008. Central Business District sales in the fourth quarter were the weakest of the decade totaling only $3 billion, off 82% from fourth quarter 2007.



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##### Index to Financial Statements

With mounting corporate layoffs and the uncertain business environment, the office-space market is expected to remain
sluggish in 2009. Though the depth of the downturn will vary across markets, every sector and metropolitan area will likely be impacted. Vacancy rates are expected to increase in 2009 with rents continuing their downward trend. Fortunately, though a
substantial amount of space will be delivered in 2009, the credit crunch has cut off financing for many speculative office developments. Sales volume could pick up in 2009, especially in the second half of the year. We expect distressed sales to
increase; thus, capitalization rates may continue to increase in 2009 as sellers come under more pressure to dispose of assets.

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. Additionally, the turbulence in the credit markets may adversely affect the ability of potential
purchasers of our properties to obtain financing.

Less diversified real estate funds that own fewer properties, such as the Partnership, and those with
current vacancies or near-term tenant rollover, such as the Partnership, may face an increasingly 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 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. To the extent that operating cash flows are insufficient to fund our
recurring operations, net sale proceeds will be utilized. 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 one or more 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, 2008, we generated net operating cash flows, including operating distributions received from the Joint Ventures, of approximately
$1,194,000. 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 $698,000 to Cash Preferred limited partners during the year ended December 31, 2008 and withheld the remainder primarily to fund our pro rata share of
anticipated re-leasing costs and capital improvements at the AIU  Chicago Building and the Siemens  Orlando Building, as the existing leases expire at these properties.The extent of any future operating distributions paid to
limited partners will be largely dependent upon the amount of cash generated from the Joint



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##### Index to Financial Statements

Ventures, our expectations of future cash flows, and determination of near-term cash needs to fund our share of tenant re-leasing costs and other capital
improvements for properties owned by the Joint Ventures. We anticipate that operating distributions from the Joint Ventures will remain at similar levels in the near term.

During the year ended December 31, 2008, we invested operating cash flows of approximately $63,000 in the Fund XIII-XIV Associates to fund our pro-rata share of capital improvements incurred at the Siemens 
Orlando 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 $44,000, as of
December 31, 2008.

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 our share of 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 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 acquiring properties that are preleased to creditworthy tenants on an all-cash basis through joint ventures with affiliated partnerships.

The Joint Ventures incur capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant improvements for the purpose of readying our 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 funded from the operations of the Joint Ventures will be required to be funded by the Partnership and the other respective joint venture partners on a pro rata basis.

Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership approximately one month following calendar quarter-ends. However, the Joint Ventures will reserve operating
distributions, or a portion thereof, as needed in order to fund known capital and other expenditures. 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 sale proceeds reserves, if available, would then be utilized.



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##### Index to Financial Statements

As of December 31, 2008, we have received, used, distributed, and held net sale proceeds allocated to the
Partnership from the sale of properties as presented below:



|                                        |  |                  |  |                                     |        |                                             |            |                         |    |                                                                |   |                                                       |   |            |  |   |       
|--------------------------------------- |  | ---------------- |  | ----------------------------------- | ------ | ------------------------------------------- | ---------- | ----------------------- | -- | -------------------------------------------------------------- | - | ----------------------------------------------------- | - | ---------- |  | - | ------
|                                        |  | Net SaleProceeds |  | PartnershipsApproximateOwnership % |        | Net SaleProceedsAllocated to thePartnership |            | Use ofNet Sale Proceeds |    | Net Sale ProceedsDistributed toPartners as ofDecember 31, 2008 |   | Undistributed NetSale Proceeds as ofDecember 31, 2008
|Property Sold                           |  |                  |  |                                     | 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
|                                        |  |                  |  |                                     |        |                                             |            |                         |    |                                                                |   |                                                       |   |            |  |   |       

Upon evaluating the capital needs of the properties in which we currently own an interest, our General Partners
have determined to reserve the remaining net sale proceeds.

Results of Operations

Comparison of the year ended December 31, 2008 vs. the year ended December 31, 2007

Equity in Income of
Joint Ventures

Equity in income of Joint Ventures was $573,477 and $3,026,738 for the years ended December 31, 2008 and 2007, respectively. The
decrease is primarily attributable to the gain recognized on the sales of 7500 Setzler Parkway in January 2007 and the Randstad  Atlanta Building in April 2007 and a corresponding decline in operating income resulting from the
aforementioned sales.

We anticipate equity in income of the Joint Ventures to remain at similar levels in the future.

Expenses

General and administrative expenses were $181,724 and $163,822 for
the years ended December 31, 2008 and 2007, respectively. The increase is primarily attributable to an increase in Illinois replacement taxes and an increase in administrative costs relating to compliance with additional reporting and
regulatory requirements. We estimate Illinois replacement taxes based on an estimate of the apportionment of income allocable to the Partnership from the property in Illinois relative to income allocable to the Partnership from all properties as if
earned ratably during the calendar year. Thus, our future estimates of Illinois replacement tax expenses will fluctuate as the relationship of income earned by the Partnership from the property in Illinois fluctuates relative to income earned by the
Partnership from all properties in the future.

We anticipate additional increases in our administrative expenses in future periods resulting from
increased costs relating to compliance with additional reporting and regulatory requirements.

Interest and Other Income

Interest and other income was $931 and $203,616 for the years ended December 31, 2008 and 2007, respectively. The decrease is primarily the result of a decrease in
the average amount of net sale proceeds held during the respective periods due to the distributions of net sale proceeds to limited partners in August 2007 and November 2007, as well as a decrease in the average daily yield.



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##### Index to Financial Statements

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, 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 increase was 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.

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 increase was
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.

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 increase was 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.

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 are intended to help 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.



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##### Index to Financial Statements

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 are depreciated using the straight-line
method over the following useful lives:



|                        |  |                                       
|----------------------- |  | --------------------------------------
|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.

Evaluating the Recoverability 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 suggest that the carrying amounts of real estate assets may not be recoverable, we assess the recoverability of the real estate assets by determining whether the
respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their 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 such expected undiscounted future cash flows for assets held for use, or the estimated fair values, less costs to sell, for assets held for sale, do not exceed the respective assets carrying
values, we adjust the real estate assets to the respective estimated fair values, pursuant to the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-lived
Assets,and recognize an impairment loss. Estimated fair values are calculated based on the following information, in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for
comparable properties, or (iii) the present value of future 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,
2008.

Projections of expected future cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease
agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis,
including discount rates, could result in an incorrect assessment of the propertys future cash flows and fair value, and could result in the misstatement of the carrying values of real estate assets and related intangible 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.



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##### Index to Financial Statements

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, one of the tenants at the Siemens  Orlando Building, Etour and Travel, Inc., has the right to request tenant improvements of up to approximately $79,000, which would be required to be funded by Fund XIII-XIV
Associates. As of December 31, 2008, Fund XIII-XIV Associates funded Etours first reimbursement request of approximately $30,000 of the aforementioned tenant improvements.

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 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.



|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.
|------- | -------------------------------------------------------------------------------------

There were no disagreements with the Partnerships independent public accountants during the years ended December 31, 2008 and 2007.



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##### Index to Financial Statements

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, 2008. 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, 2008 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.

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, 2008. 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 our system of internal control over financial reporting met those criteria, and therefore our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2008.



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##### Index to Financial Statements

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, 2008 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, 2008,
all items required to be disclosed under Form 8-K were reported under Form 8-K.



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##### 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 for tax purposes, 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, 65, 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 the president and a director of Wells Real Estate Investment Trust II, Inc., which is a Maryland corporation that currently qualifies as a real
estate investment trust for tax purposes. He is also the president of Wells Timberland REIT, Inc., which is a Maryland corporation that intends to qualify as a real estate investment trust. Mr. Wells is the president and chairman of Wells Total
Return REIT, Inc.

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 an inaugural sponsor of the Financial Services Institute.

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



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##### Index to Financial Statements

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 Douglas P. Williams, as the Principal Financial Officer; Randall D. Fretz, as the Senior Vice President of our corporate general partner; and Kevin
Race, as Chief of Financial Strategy. 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, 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, 2008.



|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 28, 2009.
|--- | --------------------------------------------------------------------------------



|                          |  |                          |  |                                           |  |                
|------------------------- |  | ------------------------ |  | ----------------------------------------- |  | ---------------
|Title of Class            |  | Name of Beneficial Owner |  | Amount and Nature of Beneficial 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.
|--- | ----------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

|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, 2008.

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 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, are included in equity in income 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 $26,829, $49,669, and $86,980 for the years ended
December 31, 2008, 2007, and 2006, 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 $95,318, $82,610, and $69,475 payable to Wells Capital and Wells Management for the years ended December 31, 2008, 2007, and 2006, 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



Page 38



---

##### Index to Financial Statements

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, 2008, 2007, or 2006.

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.

Fees Paid to the Independent Registered Public Accountants

Frazier & Deeter, LLC serves as our independent registered public accountants and has provided audit services since September 22, 2006. All such fees are recognized in the period to which the services relate. A
portion of such fees is 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, including the audit of the
Partnerships annual financial statements, for the fiscal years ended December 31, 2008 and 2007, are set forth in the table below.



|                   |  |                       |        |      |   |       
|------------------ |  | --------------------- | ------ | ---- | - | ------
|                   |  | Frazier & Deeter, LLC
|                   |  | 2008                  |        | 2007
|Audit Fees         |  | $                     | 31,222 |      | $ | 33,059
|Audit-Related Fees |  |                       | 0      |      |   | 0     
|Tax Fees           |  |                       | 0      |      |   | 0     
|Other Fees         |  |                       | 0      |      |   | 0     
|                   |  |                       |        |      |   |       
|Total              |  | $                     | 31,222 |      | $ | 33,059
|                   |  |                       |        |      |   |       

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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 39



---

##### Index to Financial Statements

| |  |  | 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, 2008 and 2007, 100% of the services performed by
Frazier & Deeter, LLC 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 40



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##### 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-44 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 41



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##### 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 23, 2009 |  |  |  | /S/    LEO F. WELLS,
III                                                                         
|               |  |  |  | Leo F. Wells, III President, Principal
Executive Officer,and Sole Director of Wells Capital, Inc.
|               |  | 
|March 23, 2009 |  |  |  | /S/    DOUGLAS P.
WILLIAMS                                                                       
|               |  |  |  | Douglas P. Williams Principal Financial
Officer of Wells Capital, Inc.                           



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##### 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 
|Balance Sheets as of December 31, 2008 and 2007                                       |  | F-3 
|Statements of Operations for the Years Ended December 31, 2008, 2007, and 2006        |  | F-4 
|Statements of Partners Capital for the Years Ended December 31, 2008, 2007, and 2006 |  | F-5 
|Statements of Cash Flows for the Years Ended December 31, 2008, 2007, and 2006        |  | F-6 
|Notes to Financial Statements                                                         |  | F-7 
|                                                                                      | 
|WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP                                        |  |     
|Report of Independent Registered Public Accounting Firm  Frazier & Deeter, LLC       |  | F-17
|Balance Sheets as of December 31, 2008 and 2007                                       |  | F-18
|Statements of Operations for the Years Ended December 31, 2008, 2007, and 2006        |  | F-19
|Statements of Partners Capital for the Years Ended December 31, 2008, 2007, and 2006 |  | F-20
|Statements of Cash Flows for the Years Ended December 31, 2008, 2007, and 2006        |  | F-21
|Notes to Financial Statements                                                         |  | F-22
|Schedule III  Real Estate and Accumulated Depreciation and Amortization              |  | F-29
|                                                                                      | 
|FUND XIII AND FUND XIV ASSOCIATES                                                     |  |     
|Report of Independent Registered Public Accounting Firm  Frazier & Deeter, LLC       |  | F-31
|Balance Sheets as of December 31, 2008 and 2007                                       |  | F-32
|Statement of Operations for the year ended December 31, 2008, 2007, 2006              |  | F-33
|Statement of Partners Capital for the year ended December 31, 2008, 2007, 2006       |  | F-34
|Statement of Cash Flows for the year ended December 31, 2008, 2007, 2006              |  | F-35
|Notes to Financial Statements                                                         |  | F-36
|Schedule III  Real Estate and Accumulated Depreciation and Amortization              |  | F-43



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, 2008 and 2007, and the related
statements of operations, partners capital, and cash flows for each of the three years in the period ended December 31, 2008. 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, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting
principles.

/s/    Frazier & Deeter, LLC

Atlanta, Georgia

March 20, 2009



Page F-2



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



BALANCE SHEETS

DECEMBER 31, 2008 AND 2007

ASSETS



|                             |  |      |            |      |   |           
|---------------------------- |  | ---- | ---------- | ---- | - | ----------
|                             |  | 2008 |            | 2007
|Investment in joint ventures |  | $    | 12,711,362 |      | $ | 13,412,493
|Cash and cash equivalents    |  |      | 530,337    |      |   | 98,326    
|Due from joint ventures      |  |      | 361,560    |      |   | 404,341   
|Other assets                 |  |      | 200        |      |   | 192       
|                             |  |      |            |      |   |           
|Total assets                 |  | $    | 13,603,459 |      | $ | 13,915,352
|                             |  |      |            |      |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                                                                     |  |   |            |  |   |           
|-------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|Liabilities:                                                                                                         |  |   |            |  |   |           
|Accounts payable and accrued expenses                                                                                |  | $ | 35,484     |  | $ | 43,030    
|Due to affiliates                                                                                                    |  |   | 8,340      |  |   | 6,894     
|Partnership distribution payable                                                                                     |  |   | 0          |  |   | 290,183   
|                                                                                                                     |  |   |            |  |   |           
|Total liabilities                                                                                                    |  |   | 43,824     |  |   | 340,107   
|Commitment and contingencies                                                                                         |  |   |            |  |   |           
|                                                                                                                     |  |  
|Partners capital:                                                                                                   |  |   |            |  |   |           
|Limited partners:                                                                                                    |  |   |            |  |   |           
|Cash Preferred  3,215,584 and 3,211,384 units issued and outstanding as of December 31, 2008 and 2007, respectively |  |   | 13,556,979 |  |   | 13,575,245
|Tax Preferred  556,464 and 560,664 units issued and outstanding as of December 31, 2008 and 2007, respectively      |  |   | 0          |  |   | 0         
|General partners                                                                                                     |  |   | 2,656      |  |   | 0         
|                                                                                                                     |  |   |            |  |   |           
|Total partners capital                                                                                              |  |   | 13,559,635 |  |   | 13,575,245
|                                                                                                                     |  |   |            |  |   |           
|Total liabilities and partners capital                                                                              |  | $ | 13,603,459 |  | $ | 13,915,352
|                                                                                                                     |  |   |            |  |   |           

See accompanying notes.



Page F-3



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                                             |  |      |           |      |   |           |  |   |           |  
|------------------------------------------------------------ |  | ---- | --------- | ---- | - | --------- |  | - | --------- | -
|                                                             |  | 2008 |           | 2007 |   | 2006      | 
|                                                             |  |      |          
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $    | 573,477   |      | $ | 3,026,738 |  | $ | 925,459   |  
|                                                             |  |      |          
|GENERAL AND ADMINISTRATIVE                                   |  |      | 181,724   |      |   | 163,822   |  |   | 139,292   |  
|                                                             |  |      |          
|INTEREST AND OTHER INCOME                                    |  |      | 931       |      |   | 203,616   |  |   | 3,381     |  
|                                                             |  |      |           |      |   |           |  |   |           |  
|NET INCOME                                                   |  | $    | 392,684   |      | $ | 3,066,532 |  | $ | 789,548   |  
|                                                             |  |      |           |      |   |           |  |   |           |  
|                                                             |  |      |          
|NET INCOME (LOSS) ALLOCATED TO:                              |  |      |           |      |   |           |  |   |           |  
|CASH PREFERRED LIMITED PARTNERS                              |  | $    | 390,028   |      | $ | 1,290,150 |  | $ | 1,756,977 |  
|                                                             |  |      |           |      |   |           |  |   |           |  
|TAX PREFERRED LIMITED PARTNERS                               |  | $    | 0         |      | $ | 1,776,382 |  | $ | (967,429  | )
|                                                             |  |      |           |      |   |           |  |   |           |  
|GENERAL PARTNERS                                             |  | $    | 2,656     |      | $ | 0         |  | $ | 0         |  
|                                                             |  |      |           |      |   |           |  |   |           |  
|                                                             |  |      |          
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |      |           |      |   |           |  |   |           |  
|CASH PREFERRED                                               |  |      | $0.12     |      |   | $0.40     |  |   | $ 0.55    |  
|                                                             |  |      |           |      |   |           |  |   |           |  
|TAX PREFERRED                                                |  |      | $0.00     |      |   | $3.17     |  |   | $(1.75    | )
|                                                             |  |      |           |      |   |           |  |   |           |  
|                                                             |  |      |          
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |      |           |      |   |           |  |   |           |  
|CASH PREFERRED                                               |  |      | 3,214,484 |      |   | 3,211,653 |  |   | 3,218,268 |  
|                                                             |  |      |           |      |   |           |  |   |           |  
|TAX PREFERRED                                                |  |      | 557,564   |      |   | 560,395   |  |   | 553,780   |  
|                                                             |  |      |           |      |   |           |  |   |           |  

See accompanying notes.



Page F-4



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |   |       |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | --------------- | ---------- | --------------------- | ----- | ------- | - | ------ | - | ---------- | - |  | - | ----- |  | - | ---------- | -
|                                                                                                                                  |  | Limited Partners |   |  | GeneralPartners |            | TotalPartnersCapital |      
|                                                                                                                                  |  | Cash Preferred   |   |  | Tax Preferred   |            |                       |      
|                                                                                                                                  |  | Units            |   |  | Amount          |            |                       | Units |         |   | Amount |   |            |  
|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 |  
|                                                                                                                                  |  |                  |   |  |                 |           
|Cash Preferred conversion elections                                                                                               |  | 4,200            |   |  |                 | 0          |                       |       | (4,200  | ) |        |   | 0          |   |  |   | 0     |  |   | 0          |  
|Net income                                                                                                                        |  | 0                |   |  |                 | 390,028    |                       |       | 0       |   |        |   | 0          |   |  |   | 2,656 |  |   | 392,684    |  
|Distributions of operating cash flow($0.13 per weighted-average Cash Preferred Unit)                                              |  | 0                |   |  |                 | (408,294   | )                     |       | 0       |   |        |   | 0          |   |  |   | 0     |  |   | (408,294   | )
|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |   |       |  |   |            |  
|BALANCE, December 31, 2008                                                                                                        |  | 3,215,584        |   |  | $               | 13,556,979 |                       |       | 556,464 |   |        | $ | 0          |   |  | $ | 2,656 |  | $ | 13,559,635 |  
|                                                                                                                                  |  |                  |   |  |                 |            |                       |       |         |   |        |   |            |   |  |   |       |  |   |            |  

See accompanying notes.



Page F-5



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|------------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | - | ----------- | ---- |  | - | ---------- | -
|                                                                                           |  | 2008 |           |   | 2007 |   |             | 2006 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                      |  |      |           |   |      |   |             |      |  |   |            |  
|Net income                                                                                 |  | $    | 392,684   |   |      | $ | 3,066,532   |      |  | $ | 789,548    |  
|Operating distributions received from joint ventures                                       |  |      | 1,380,682 |   |      |   | 1,740,232   |      |  |   | 1,885,550  |  
|Adjustments to reconcile net income to net cash provided by operating activities:          |  |      |           |   |      |   |             |      |  |   |            |  
|Equity in income of joint ventures                                                         |  |      | (573,477  | ) |      |   | (3,026,738  | )    |  |   | (925,459   | )
|Operating changes in assets and liabilities:                                               |  |      |           |   |      |   |             |      |  |   |            |  
|Increase in other assets                                                                   |  |      | (8        | ) |      |   | 0           |      |  |   | (192       | )
|Decrease in accounts payable and accrued expenses                                          |  |      | (7,546    | ) |      |   | (1,734      | )    |  |   | (3,823     | )
|Increase (decrease) in due to affiliates                                                   |  |      | 1,446     |   |      |   | 728         |      |  |   | (1,763     | )
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|Net cash provided by operating activities                                                  |  |      | 1,193,781 |   |      |   | 1,779,020   |      |  |   | 1,743,861  |  
|                                                                                           |  |      |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                      |  |      |           |   |      |   |             |      |  |   |            |  
|Investments in joint ventures                                                              |  |      | (63,293   | ) |      |   | (32,128     | )    |  |   | (12,497    | )
|Net sale proceeds received from joint ventures                                             |  |      | 0         |   |      |   | 8,379,517   |      |  |   | 0          |  
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|Net cash (used in) provided by investing activities                                        |  |      | (63,293   | ) |      |   | 8,347,389   |      |  |   | (12,497    | )
|                                                                                           |  |      |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                      |  |      |           |   |      |   |             |      |  |   |            |  
|Net sale proceeds distributions paid to limited partners                                   |  |      | 0         |   |      |   | (8,410,000  | )    |  |   | 0          |  
|Operating distributions paid to limited partners from accumulated operating income         |  |      | (206,129  | ) |      |   | (1,701,876  | )    |  |   | (1,804,222 | )
|Operating distributions paid to limited partners in excess of accumulated operating income |  |      | (492,348  | ) |      |   | 0           |      |  |   | 0          |  
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|Net cash used in financing activities                                                      |  |      | (698,477  | ) |      |   | (10,111,876 | )    |  |   | (1,804,222 | )
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|                                                                                           |  |      |          
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       |  |      | 432,011   |   |      |   | 14,533      |      |  |   | (72,858    | )
|                                                                                           |  |      |          
|CASH AND CASH EQUIVALENTS, beginning of year                                               |  |      | 98,326    |   |      |   | 83,793      |      |  |   | 156,651    |  
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of year                                                     |  | $    | 530,337   |   |      | $ | 98,326      |      |  | $ | 83,793     |  
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  
|                                                                                           |  |      |          
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:                     |  |      |           |   |      |   |             |      |  |   |            |  
|Partnership distributions payable                                                          |  | $    | 0         |   |      | $ | 290,183     |      |  | $ | 464,806    |  
|                                                                                           |  |      |           |   |      |   |             |      |  |   |            |  

See accompanying notes.



Page F-6



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XIII, L.P.



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008, 2007, AND 2006



|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 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 total limited partner 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. 8560 Upland Drive Two connected one-story office and assembly buildings located in Parker, Colorado  2. AIU  Chicago Building A four-story office building located in Hoffman Estates, Illinois



Page F-7



---

##### 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. |  | 3. Siemens  Orlando Building Two single-story office buildings located in Orlando, Florida 
4. Randstad  Atlanta Building(1) A four-story office building located in Atlanta, Georgia  5. 7500 Setzler Parkway(2) A one-story office and warehouse building
located in Brooklyn Park, Minnesota



| | (1) | This property was sold
in April 2007.
| | --- | -------------------------------------



| | (2) | 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(ARB No. 51). 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.



Page F-8



---

##### Index to Financial Statements

Evaluating the Recoverability of Real Estate Assets

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 recoverable. When indicators of potential impairment are present, which suggest 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 respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their 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 the real estate assets to the respective estimated fair values, pursuant to the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS
No. 144), and recognizes an impairment loss. Estimated fair values are calculated based on the following information, in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market
prices for comparable properties, or (iii) the present value of future 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, 2008 and 2007, 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-9



---

##### Index to Financial Statements

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



| |  |  | 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.



Page F-10



---

##### Index to Financial Statements

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). 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 was effective for the Partnership beginning
January 1, 2008. The Partnership has elected not to implement the provisions of SFAS No. 159, and therefore, such provisions have no effect on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS No. 157), 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. On October 10, 2008, the FASB issued Staff Position No. SFAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (FSP 157-3). FSP 157-3 includes guidance for how companies should value illiquid assets under the fair value accounting method
prescribed in SFAS No. 157, however, does not change any of the provisions of SFAS No. 157. FSP 157-3 is effective upon issuance on October 10, 2008, and retrospective application is prohibited. FSP 157-2 will be effective for the
Partnership beginning January 1, 2009, and the remaining aspects of SFAS No. 157 were effective for the Partnership beginning January 1, 2008. SFAS No. 157 has not had a material impact on the Partnerships financial
statements to date; however, the Partnership is currently assessing the provisions and evaluating the potential impact of FSP 157-2 on its financial statements.



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

Due from Joint Ventures

As of December 31, 2008 and 2007, due from joint ventures represents the Partnerships share of operating cash flow to be distributed for
the fourth quarters of 2008 and 2007, respectively, from the Joint Ventures:



|                          |  |      |         |      |   |        
|------------------------- |  | ---- | ------- | ---- | - | -------
|                          |  | 2008 |         | 2007
|Fund XIII-REIT Associates |  | $    | 210,392 |      | $ | 246,711
|Fund XIII-XIV Associates  |  |      | 151,168 |      |   | 157,630
|                          |  |      |         |      |   |        
|                          |  | $    | 361,560 |      | $ | 404,341
|                          |  |      |         |      |   |        

Summary of Investments

The Partnerships investments and approximate ownership percentages in the Joint Ventures as of December 31, 2008 and 2007 are summarized below:



|                          |  |        |            |            |     |        |   |            |  |    
|------------------------- |  | ------ | ---------- | ---------- | --- | ------ | - | ---------- |  | ---
|                          |  | 2008   |            | 2007      
|                          |  | Amount |            | Percentage |     | Amount |   | Percentage
|Fund XIII-REIT Associates |  | $      | 8,446,265  |            | 28% |        | $ | 8,976,189  |  | 28%
|Fund XIII-XIV Associates  |  |        | 4,265,097  |            | 47% |        |   | 4,436,304  |  | 47%
|                          |  |        |            |            |     |        |   |            |  |    
|                          |  | $      | 12,711,362 |            |     |        | $ | 13,412,493 |  |    
|                          |  |        |            |            |     |        |   |            |  |    



Page F-11



---

##### Index to Financial Statements

Summary of Activity

Roll-forwards of the Partnerships investment in the Joint Ventures for the years ended December 31, 2008 and 2007 are presented below:



|                                                |  |      |            |   |      |   |             |  
|----------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------- | -
|                                                |  | 2008 |            |   | 2007 |  
|Investment in Joint Ventures, beginning of year |  | $    | 13,412,493 |   |      | $ | 20,355,332  |  
|Equity in income of Joint Ventures              |  |      | 573,477    |   |      |   | 3,026,738   |  
|Contributions to Joint Ventures                 |  |      | 63,293     |   |      |   | 32,128      |  
|Distributions from Joint Ventures               |  |      | (1,337,901 | ) |      |   | (10,001,705 | )
|                                                |  |      |            |   |      |   |             |  
|Investment in Joint Ventures, end of year       |  | $    | 12,711,362 |   |      | $ | 13,412,493  |  
|                                                |  |      |            |   |      |   |             |  

Summary of Financial Information

Condensed financial information for the Joint Ventures as of December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007, and 2006, is presented below:



|                          |  |                          |            |                               |   |                          |  |      |           |      |   |           |  |   |            |  |   |           
|------------------------- |  | ------------------------ | ---------- | ----------------------------- | - | ------------------------ |  | ---- | --------- | ---- | - | --------- |  | - | ---------- |  | - | ----------
|                          |  | Total AssetsDecember 31, |            | Total LiabilitiesDecember 31, |   | Total EquityDecember 31,
|                          |  | 2008                     |            | 2007                          |   | 2008                     |  | 2007 |           | 2008 |   | 2007     
|Fund XIII-REIT Associates |  | $                        | 33,211,988 |                               | $ | 34,715,429               |  | $    | 3,164,797 |      | $ | 2,783,057 |  | $ | 30,047,191 |  | $ | 31,932,372
|Fund XIII-XIV Associates  |  |                          | 9,538,584  |                               |   | 9,964,680                |  |      | 521,467   |      |   | 585,602   |  |   | 9,017,117  |  |   | 9,379,078 
|                          |  |                          |            |                               |   |                          |  |      |           |      |   |           |  |   |            |  |   |           
|                          |  | $                        | 42,750,572 |                               | $ | 44,680,109               |  | $    | 3,686,264 |      | $ | 3,368,659 |  | $ | 39,064,308 |  | $ | 41,311,450
|                          |  |                          |            |                               |   |                          |  |      |           |      |   |           |  |   |            |  |   |           



|                          |  |                                 |           |                                  |   |                                           |  |      |                                 |      |   |           |  |      |           |  |      |           |      |   |      |      |  |      |           |      |   |         |   |  |   |           |  |   |           |  |   |          
|------------------------- |  | ------------------------------- | --------- | -------------------------------- | - | ----------------------------------------- |  | ---- | ------------------------------- | ---- | - | --------- |  | ---- | --------- |  | ---- | --------- | ---- | - | ---- | ---- |  | ---- | --------- | ---- | - | ------- | - |  | - | --------- |  | - | --------- |  | - | ---------
|                          |  | Total Revenues                  |           | Income FromContinuing Operations |   | Income (Loss) FromDiscontinued Operations |  |      | Net Income                     
|                          |  | For the Years EndedDecember 31, |           | For the YearsEnded December 31,  |   | For the YearsEnded December 31,           |  |      | For the YearsEnded December 31,
|                          |  | 2008                            |           | 2007                             |   | 2006                                      |  | 2008 |                                 | 2007 |   | 2006      |  | 2008 |           |  | 2007 |           | 2006 |   |      | 2008 |  | 2007 |           | 2006
|Fund XIII-REIT Associates |  | $                               | 6,067,027 |                                  | $ | 6,413,228                                 |  | $    | 6,709,500                       |      | $ | 1,177,914 |  | $    | 1,263,626 |  | $    | 1,513,029 |      | $ | 0    |      |  | $    | 26,198    |      | $ | (11,955 | ) |  | $ | 1,177,914 |  | $ | 1,289,824 |  | $ | 1,501,074
|Fund XIII-XIV Associates  |  |                                 | 1,589,375 |                                  |   | 1,469,932                                 |  |      | 1,515,088                       |      |   | 513,254   |  |      | 392,247   |  |      | 440,428   |      |   | (855 | )    |  |      | 5,240,244 |      |   | 624,070 |   |  |   | 512,399   |  |   | 5,632,491 |  |   | 1,064,498
|                          |  |                                 |           |                                  |   |                                           |  |      |                                 |      |   |           |  |      |           |  |      |           |      |   |      |      |  |      |           |      |   |         |   |  |   |           |  |   |           |  |   |          
|                          |  | $                               | 7,656,402 |                                  | $ | 7,883,160                                 |  | $    | 8,224,588                       |      | $ | 1,691,168 |  | $    | 1,655,873 |  | $    | 1,953,457 |      | $ | (855 | )    |  | $    | 5,266,442 |      | $ | 612,115 |   |  | $ | 1,690,313 |  | $ | 6,922,315 |  | $ | 2,565,572
|                          |  |                                 |           |                                  |   |                                           |  |      |                                 |      |   |           |  |      |           |  |      |           |      |   |      |      |  |      |           |      |   |         |   |  |   |           |  |   |           |  |   |          

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:



|                          |  |               |      |   |             |    |       |   |      |                 |  |             |         |       |   |                        |  |   |             |  |       |         |   |  |    |  |   |         |  
|------------------------- |  | ------------- | ---- | - | ----------- | -- | ----- | - | ---- | --------------- |  | ----------- | ------- | ----- | - | ---------------------- |  | - | ----------- |  | ----- | ------- | - |  | -- |  | - | ------- | -
|                          |  | 2008          |      |   | 2007        |    | 2006  |  
|                          |  | OperatingLoss |      |   | Gainon Sale |    | Total |   |      | OperatingIncome |  | Gain onSale |         | Total |   | OperatingIncome (loss) |  |   | Gainon Sale |  | Total |        
|Fund XIII-REIT Associates |  | $             | 0    |   |             | $0 |       | $ | 0    |                 |  | $           | 26,198  |       | $ | 0                      |  | $ | 26,198      |  | $     | (11,955 | ) |  | $0 |  | $ | (11,955 | )
|Fund XIII-XIV Associates  |  |               | (855 | ) |             | 0  |       |   | (855 | )               |  |             | 136,198 |       |   | 5,104,046              |  |   | 5,240,244   |  |       | 624,070 |   |  | 0  |  |   | 624,070 |  
|                          |  |               |      |   |             |    |       |   |      |                 |  |             |         |       |   |                        |  |   |             |  |       |         |   |  |    |  |   |         |  
|                          |  | $             | (855 | ) |             | $0 |       | $ | (855 | )               |  | $           | 162,396 |       | $ | 5,104,046              |  | $ | 5,266,442   |  | $     | 612,115 |   |  | $0 |  | $ | 612,115 |  
|                          |  |               |      |   |             |    |       |   |      |                 |  |             |         |       |   |                        |  |   |             |  |       |         |   |  |    |  |   |         |  



Page F-12



---

##### Index to Financial Statements

|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, are included in equity in income 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 $26,829, $49,669, and $86,980 for the years ended December 31, 2008, 2007, and 2006, 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 $95,318, $82,610, and $69,475 payable to Wells Capital and Wells Management for the years ended December 31, 2008, 2007, and 2006, respectively, which are included in general and administrative
expenses in the accompanying statements of operations. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership (bill-backs) directly and invoice the Partnership for the reimbursement thereof
on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of December 31, 2008 and 2007 represents administrative reimbursements and bill-backs 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 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.



Page F-13



---

##### Index to Financial Statements

|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, 2008, 2007, and 2006:



|                                                                                                            |  |      |         |   |      |   |           |      |  |   |           |  
|----------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                                            |  | 2008 |         |   | 2007 |   |           | 2006 | 
|Financial statement net income                                                                              |  | $    | 392,684 |   |      | $ | 3,066,532 |      |  | $ | 789,548   |  
|Adjustments in net income resulting from:                                                                   |  |      |         |   |      |   |           |      |  |   |           |  
|Depreciation expense for financial reporting purposes less than amounts for income tax purposes             |  |      | (77,569 | ) |      |   | (83,770   | )    |  |   | (104,683  | )
|Amortization expense for financial reporting purposes greater than amounts for income tax purposes          |  |      | 425,423 |   |      |   | 649,679   |      |  |   | 816,283   |  
|Bad debt expense (recoveries) for financial reporting purposes in excess of amounts for income tax purposes |  |      | 0       |   |      |   | 12,056    |      |  |   | 0         |  
|Rental income for financial reporting purposes less than (greater than) amounts for income tax purposes     |  |      | 64,698  |   |      |   | 2,780     |      |  |   | 67,666    |  
|Gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes   |  |      | 0       |   |      |   | (370,145  | )    |  |   | 0         |  
|Other                                                                                                       |  |      | 15,345  |   |      |   | (89,293   | )    |  |   | (3,271    | )
|                                                                                                            |  |      |         |   |      |   |           |      |  |   |           |  
|Income tax basis net income                                                                                 |  | $    | 820,581 |   |      | $ | 3,187,839 |      |  | $ | 1,565,543 |  
|                                                                                                            |  |      |         |   |      |   |           |      |  |   |           |  

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, 2008, 2007, and 2006:



|                                                                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                                                                         |  | 2008 |            |   | 2007 |   |            | 2006 | 
|Financial statement partners capital                                                                                                    |  | $    | 13,559,635 |   |      | $ | 13,575,245 |      |  | $ | 20,445,966 |  
|Increase (decrease) in partners capital resulting from:                                                                                 |  |      |            |   |      |   |            |      |  |   |            |  
|Accumulated depreciation expense for financial reporting purposes (less than) greater than amounts for income tax purposes               |  |      | (46,943    | ) |      |   | 30,626     |      |  |   | 114,396    |  
|Accumulated amortization expense for financial reporting purposes greater than amounts for income tax purposes                           |  |      | 4,062,323  |   |      |   | 3,636,900  |      |  |   | 2,987,221  |  
|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     |   |      |   | 12,040     |      |  |   | (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                                     |  |      | (42,504    | ) |      |   | (107,202   | )    |  |   | (109,982   | )
|Partnership distributions payable                                                                                                        |  |      | 0          |   |      |   | 290,183    |      |  |   | 464,806    |  
|Accumulated gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes                    |  |      | (610,353   | ) |      |   | (610,353   | )    |  |   | (240,208   | )
|Other                                                                                                                                    |  |      | (95,495    | ) |      |   | (110,839   | )    |  |   | (21,544    | )
|                                                                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|Income tax basis partners capital                                                                                                       |  | $    | 21,407,503 |   |      | $ | 21,285,400 |      |  | $ | 28,209,439 |  
|                                                                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  



Page F-14



---

##### Index to Financial Statements

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

Presented below is a summary of the
unaudited quarterly financial information for the years ended December 31, 2008 and 2007:



|                                                                                         |  |                     |         |         |   |              |  |             |         |  |   |        
|---------------------------------------------------------------------------------------- |  | ------------------- | ------- | ------- | - | ------------ |  | ----------- | ------- |  | - | -------
|                                                                                         |  | 2008 Quarters Ended
|                                                                                         |  | March 31            |         | June 30 |   | September 30 |  | December 31
|Equity in income of joint ventures                                                       |  | $                   | 148,902 |         | $ | 89,637       |  | $           | 167,962 |  | $ | 166,976
|Interest and other income                                                                |  | $                   | 70      |         | $ | 80           |  | $           | 82      |  | $ | 699    
|Net income                                                                               |  | $                   | 83,370  |         | $ | 43,857       |  | $           | 129,743 |  | $ | 135,714
|Net income (loss) allocated to:                                                          |  |                     |         |         |   |              |  |             |         |  |   |        
|Cash Preferred Limited Partners                                                          |  | $                   | 83,370  |         | $ | 43,857       |  | $           | 128,446 |  | $ | 134,355
|Tax Preferred Limited Partners                                                           |  | $                   | 0       |         | $ | 0            |  | $           | 0       |  | $ | 0      
|General Partners                                                                         |  | $                   | 0       |         | $ | 0            |  | $           | 1,297   |  | $ | 1,359  
|Net income (loss) per weighted-average limited partner unit outstanding:                 |  |                     |         |         |   |              |  |             |         |  |   |        
|Cash Preferred                                                                           |  |                     | $0.03   |         |   | $0.01        |  |             | $0.04   |  |   | $0.04  
|Tax Preferred                                                                            |  |                     | $0.00   |         |   | $0.00        |  |             | $0.00   |  |   | $0.00  
|Distribution of operating cash per weighted-average limited partner unit outstanding:    |  |                     |         |         |   |              |  |             |         |  |   |        
|Cash Preferred(a)                                                                        |  |                     | $0.08   |         |   | $0.04        |  |             | $0.00   |  |   | $0.00  
|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        |  |             | $0.00   |  |   | $0.00  
|Tax Preferred                                                                            |  |                     | $0.00   |         |   | $0.00        |  |             | $0.00   |  |   | $0.00  



|                                                                                         |  |                     |           |         |   |              |  |   |             |   |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------- | --------- | ------- | - | ------------ |  | - | ----------- | - |  | - | -------- | -
|                                                                                         |  | 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   |  



| | (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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-15



---

##### Index to Financial Statements

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

General and administrative costs
for the years ended December 31, 2008, 2007, and 2006 are comprised of the following items:



|                                       |  |      |         |      |   |         |  |   |        
|-------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                       |  | 2008 |         | 2007 |   | 2006   
|Salary reimbursements                  |  | $    | 95,318  |      | $ | 82,610  |  | $ | 69,475 
|Printing expenses                      |  |      | 29,934  |      |   | 36,247  |  |   | 27,647 
|Independent accounting fees            |  |      | 22,793  |      |   | 27,467  |  |   | 19,598 
|Taxes and licensing fees               |  |      | 15,267  |      |   | 1,274   |  |   | 5,902  
|Postage and delivery expenses          |  |      | 8,094   |      |   | 7,374   |  |   | 4,584  
|Legal fees                             |  |      | 4,558   |      |   | 4,114   |  |   | 8,329  
|Other professional fees                |  |      | 3,807   |      |   | 2,893   |  |   | 1,187  
|Computer costs                         |  |      | 1,187   |      |   | 1,037   |  |   | 1,126  
|Registration and filing fees           |  |      | 766     |      |   | 806     |  |   | 885    
|Life insurance                         |  |      | 0       |      |   | 0       |  |   | 559    
|                                       |  |      |         |      |   |         |  |   |        
|Total general and administrative costs |  | $    | 181,724 |      | $ | 163,822 |  | $ | 139,292
|                                       |  |      |         |      |   |         |  |   |        



Page F-16



---

##### 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,
2008 and 2007, and the related statements of operations, partners capital, and cash flows for each of the three years in the period ended December 31, 2008. 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, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, 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 20, 2009



Page F-17



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

BALANCE SHEETS

DECEMBER 31, 2008
AND 2007

ASSETS



|                                                                                                                                           |  |      |            |      |   |           
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | ---- | - | ----------
|                                                                                                                                           |  | 2008 |            | 2007
|Real estate assets, at cost:                                                                                                               |  |      |            |      |   |           
|Land                                                                                                                                       |  | $    | 2,671,824  |      | $ | 2,671,824 
|Building and improvements, less accumulated depreciation of $5,513,493 and $4,672,919 at December 31, 2008 and 2007,
respectively          |  |      | 25,765,565 |      |   | 26,606,139
|Intangible lease assets, less accumulated amortization of $4,057,441 and $3,653,966 at December 31, 2008 and 2007,
respectively            |  |      | 329,461    |      |   | 816,701   
|                                                                                                                                           |  |      |            |      |   |           
|Total real estate assets                                                                                                                   |  |      | 28,766,850 |      |   | 30,094,664
|                                                                                                                                           |  |     
|Cash and cash equivalents                                                                                                                  |  |      | 3,186,337  |      |   | 2,765,789 
|Tenant receivables, net                                                                                                                    |  |      | 562,692    |      |   | 677,870   
|Intangible lease origination costs, less accumulated amortization of $3,215,820 and $2,833,056 at December 31, 2008 and 2007,
respectively |  |      | 358,111    |      |   | 740,875   
|Deferred leasing costs, less accumulated amortization of $128,083 and $37,901 at December 31, 2008 and 2007, respectively                  |  |      | 326,631    |      |   | 416,813   
|Other assets, net                                                                                                                          |  |      | 11,367     |      |   | 19,418    
|                                                                                                                                           |  |      |            |      |   |           
|Total assets                                                                                                                               |  | $    | 33,211,988 |      | $ | 34,715,429
|                                                                                                                                           |  |      |            |      |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                                                                                 |  |   |            |  |   |           
|-------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|Liabilities:                                                                                                                     |  |   |            |  |   |           
|Intangible lease liabilities, less accumulated amortization of $174,464 and $162,238 at December 31, 2008 and 2007,
respectively |  | $ | 14,187     |  | $ | 26,413    
|Accounts payable and accrued expenses                                                                                            |  |   | 1,649,340  |  |   | 1,442,784 
|Due to affiliates                                                                                                                |  |   | 43,128     |  |   | 27,401    
|Deferred income                                                                                                                  |  |   | 709,682    |  |   | 408,798   
|Partnership distributions payable                                                                                                |  |   | 748,460    |  |   | 877,661   
|                                                                                                                                 |  |   |            |  |   |           
|Total liabilities                                                                                                                |  |   | 3,164,797  |  |   | 2,783,057 
|                                                                                                                                 |  |  
|Partners capital:                                                                                                               |  |   |            |  |   |           
|Wells Real Estate Fund XIII, L.P.                                                                                                |  |   | 8,446,265  |  |   | 8,976,190 
|Piedmont Operating Partnership, LP                                                                                               |  |   | 21,600,926 |  |   | 22,956,182
|                                                                                                                                 |  |   |            |  |   |           
|Total partners capital                                                                                                          |  |   | 30,047,191 |  |   | 31,932,372
|                                                                                                                                 |  |   |            |  |   |           
|Total liabilities and partners capital                                                                                          |  | $ | 33,211,988 |  | $ | 34,715,429
|                                                                                                                                 |  |   |            |  |   |           

See accompanying notes.



Page F-18



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

STATEMENTS OF OPERATIONS

FOR THE
YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                           |  |      |           |      |   |           |  |   |           |  
|------------------------------------------ |  | ---- | --------- | ---- | - | --------- |  | - | --------- | -
|                                           |  | 2008 |           | 2007 |   | 2006      | 
|REVENUES:                                  |  |      |           |      |   |           |  |   |           |  
|Rental income                              |  | $    | 3,720,192 |      | $ | 3,988,548 |  | $ | 4,165,286 |  
|Reimbursement income                       |  |      | 2,321,976 |      |   | 2,336,099 |  |   | 2,456,045 |  
|Interest and other income                  |  |      | 24,859    |      |   | 88,581    |  |   | 88,169    |  
|                                           |  |      |           |      |   |           |  |   |           |  
|Total revenues                             |  |      | 6,067,027 |      |   | 6,413,228 |  |   | 6,709,500 |  
|                                           |  |      |          
|EXPENSES:                                  |  |      |           |      |   |           |  |   |           |  
|Property operating costs                   |  |      | 2,650,248 |      |   | 2,439,893 |  |   | 2,497,031 |  
|Management and leasing fees                |  |      | 289,812   |      |   | 295,559   |  |   | 287,101   |  
|Depreciation                               |  |      | 840,574   |      |   | 840,574   |  |   | 807,089   |  
|Amortization                               |  |      | 946,454   |      |   | 1,454,011 |  |   | 1,524,625 |  
|General and administrative                 |  |      | 162,025   |      |   | 119,565   |  |   | 80,625    |  
|                                           |  |      |           |      |   |           |  |   |           |  
|Total expenses                             |  |      | 4,889,113 |      |   | 5,149,602 |  |   | 5,196,471 |  
|                                           |  |      |           |      |   |           |  |   |           |  
|NET INCOME FROM CONTINUING OPERATIONS      |  |      | 1,177,914 |      |   | 1,263,626 |  |   | 1,513,029 |  
|                                           |  |      |          
|INCOME (LOSS) FROM DISCONTINUED OPERATIONS |  |      | 0         |      |   | 26,198    |  |   | (11,955   | )
|                                           |  |      |           |      |   |           |  |   |           |  
|NET INCOME                                 |  | $    | 1,177,914 |      | $ | 1,289,824 |  | $ | 1,501,074 |  
|                                           |  |      |           |      |   |           |  |   |           |  

See accompanying notes.



Page F-19



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                           |  |                                 |            |   |                                  |   |            |                       |  |   |            |  
|-------------------------- |  | ------------------------------- | ---------- | - | -------------------------------- | - | ---------- | --------------------- |  | - | ---------- | -
|                           |  | WellsReal EstateFund XIII, L.P. |            |   | PiedmontOperatingPartnership, LP |   |            | TotalPartnersCapital | 
|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 |  
|                           |  |                                 |           
|Net income                 |  |                                 | 331,112    |   |                                  |   | 846,802    |                       |  |   | 1,177,914  |  
|Partnership distributions  |  |                                 | (861,037   | ) |                                  |   | (2,202,058 | )                     |  |   | (3,063,095 | )
|                           |  |                                 |            |   |                                  |   |            |                       |  |   |            |  
|Balance, December 31, 2008 |  | $                               | 8,446,265  |   |                                  | $ | 21,600,926 |                       |  | $ | 30,047,191 |  
|                           |  |                                 |            |   |                                  |   |            |                       |  |   |            |  

See accompanying notes.



Page F-20



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

STATEMENTS OF CASH FLOWS

FOR THE
YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|---------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                         |  | 2008 |            |   | 2007 |   |            | 2006 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Net income                                                                               |  | $    | 1,177,914  |   |      | $ | 1,289,824  |      |  | $ | 1,501,074  |  
|Adjustments to reconcile net income to net cash provided by operating activities:        |  |      |            |   |      |   |            |      |  |   |            |  
|Depreciation                                                                             |  |      | 840,574    |   |      |   | 840,574    |      |  |   | 807,089    |  
|Amortization                                                                             |  |      | 947,960    |   |      |   | 1,439,495  |      |  |   | 1,504,695  |  
|Decrease (increase) in tenant receivables, net                                           |  |      | 115,178    |   |      |   | 15,738     |      |  |   | (106,928   | )
|Decrease in other assets, net                                                            |  |      | 8,051      |   |      |   | 1,030      |      |  |   | 333        |  
|Increase (decrease) in accounts payable and accrued expenses                             |  |      | 206,556    |   |      |   | 104,268    |      |  |   | (107,404   | )
|Increase (decrease) in due to affiliates                                                 |  |      | 15,727     |   |      |   | 26,772     |      |  |   | (6,877     | )
|Increase (decrease) in deferred income                                                   |  |      | 300,884    |   |      |   | 242,542    |      |  |   | (165,233   | )
|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|Net cash provided by operating activities                                                |  |      | 3,612,844  |   |      |   | 3,960,243  |      |  |   | 3,426,749  |  
|                                                                                         |  |      |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Investment in real estate assets                                                         |  |      | 0          |   |      |   | 0          |      |  |   | (217,650   | )
|Payment of deferred leasing costs                                                        |  |      | 0          |   |      |   | 0          |      |  |   | (206,202   | )
|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|Net cash used in investing activities                                                    |  |      | 0          |   |      |   | 0          |      |  |   | (423,852   | )
|                                                                                         |  |      |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Operating distributions paid to joint venture partners in excess of accumulated earnings |  |      | (3,192,296 | ) |      |   | (3,618,299 | )    |  |   | (2,900,456 | )
|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|                                                                                         |  |      |           
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                |  |      | 420,548    |   |      |   | 341,944    |      |  |   | 102,441    |  
|                                                                                         |  |      |           
|CASH AND CASH EQUIVALENTS, beginning of year                                             |  |      | 2,765,789  |   |      |   | 2,423,845  |      |  |   | 2,321,404  |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of year                                                   |  | $    | 3,186,337  |   |      | $ | 2,765,789  |      |  | $ | 2,423,845  |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|                                                                                         |  |      |           
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:                   |  |      |            |   |      |   |            |      |  |   |            |  
|Partnership distributions payable                                                        |  | $    | 748,460    |   |      | $ | 877,661    |      |  | $ | 925,684    |  
|                                                                                         |  |      |            |   |      |   |            |      |  |   |            |  

See accompanying notes.



Page F-21



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008, 2007, AND 2006



|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.

Real Estate Assets

Investment in Real Estate Assets

Real estate assets
are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, application of acquisition fees incurred, 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.



Page F-22



---

##### Index to Financial Statements

These assessments have a direct impact on net income. Upon receiving notification of a tenants intention to terminate a lease, undepreciated tenant
improvements and intangible lease assets are written off to lease termination expense. All repairs and maintenance are expensed as incurred.

The Joint
Ventures real estate assets are depreciated or amortized using the straight-line method over the following useful lives:



|                        |  |                                       
|----------------------- |  | --------------------------------------
|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                            

Evaluating the Recoverability 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, which suggest that the carrying amounts of the real estate assets and related intangible assets may not be recoverable, management assesses the
recoverability of the real estate assets and related intangible assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and
their 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 assets carrying values, management adjusts the real estate assets and related intangible assets to the respective estimated fair values, pursuant to the provisions of
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144),and recognizes an impairment loss. Estimated fair values are
calculated based on the following information, in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future 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, 2008. 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, the number of months it takes to re-lease the property, and the number of years the property is held
for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the propertys future cash flows and fair value, and could result
in the misstatement of the carrying value of the Joint Ventures real estate assets and related intangible assets and net income.

Allocation of
Purchase Price of Acquired Assets

Upon acquisition, the Joint Venture allocated the purchase price of properties to the identifiable tangible assets,
which consist of land and building, and identifiable intangible assets and liabilities, which consist of the following items:



| |  |  | Direct costs associated with obtaining a new tenant, including commissions, tenant improvements and other direct costs are included in intangible lease origination
costs in the accompanying balance sheets and are amortized to expense over the remaining terms of the respective leases.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease are included in intangible lease assets in the accompanying
balance sheets and are amortized to expense over the remaining terms of the respective leases.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-23



---

##### Index to Financial Statements

| |  |  | The value of tenant relationships is included in intangible lease assets in the accompanying balance sheets and 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 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, 2008, 2007, and 2006, the Joint Venture recognized the following amortization of intangible lease assets and liabilities:



|                                 |  |                                  |        |                                  |   |                                                 |  |   |         |  |   |       
|-------------------------------- |  | -------------------------------- | ------ | -------------------------------- | - | ----------------------------------------------- |  | - | ------- |  | - | ------
|                                 |  | Intangible Lease Assets          |        | IntangibleLease OriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiabilities
|                                 |  | Above-MarketIn-Place LeaseAssets |        | AbsorptionPeriod Costs           |   |                                                
|For the year ending December 31: |  |                                  |        |                                  |   |                                                 |  |   |         |  |   |       
|2008                             |  | $                                | 13,732 |                                  | $ | 473,508                                         |  | $ | 382,764 |  | $ | 12,226
|                                 |  |                                  |        |                                  |   |                                                 |  |   |         |  |   |       
|2007                             |  | $                                | 16,479 |                                  | $ | 800,081                                         |  | $ | 636,882 |  | $ | 30,995
|                                 |  |                                  |        |                                  |   |                                                 |  |   |         |  |   |       
|2006                             |  | $                                | 19,655 |                                  | $ | 873,142                                         |  | $ | 639,877 |  | $ | 39,585
|                                 |  |                                  |        |                                  |   |                                                 |  |   |         |  |   |       

As of December 31, 2008 and 2007, the Joint Venture had the following gross intangible in-place lease assets
and liabilities:



|     |  |                                  |        |                                  |   |                                                 |  |   |           |  |   |        
|---- |  | -------------------------------- | ------ | -------------------------------- | - | ----------------------------------------------- |  | - | --------- |  | - | -------
|     |  | Intangible Lease Assets          |        | IntangibleLease OriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiabilities
|     |  | Above-MarketIn-Place LeaseAssets |        | AbsorptionPeriod Costs           |   |                                                
|2008 |  | $                                | 0      |                                  | $ | 4,386,902                                       |  | $ | 3,573,931 |  | $ | 188,651
|     |  |                                  |        |                                  |   |                                                 |  |   |           |  |   |        
|2007 |  | $                                | 83,765 |                                  | $ | 4,386,902                                       |  | $ | 3,573,931 |  | $ | 188,651
|     |  |                                  |        |                                  |   |                                                 |  |   |           |  |   |        

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



|                                 |  |                        |         |                                  |   |                                       |  |   |        
|-------------------------------- |  | ---------------------- | ------- | -------------------------------- | - | ------------------------------------- |  | - | -------
|                                 |  | Intangible LeaseAssets |         | Intangible LeaseOriginationCosts |   | IntangibleBelow-MarketLease Liability
|                                 |  | AbsorptionPeriod Costs |         |                                 
|For the year ending December 31: |  |                        |         |                                  |   |                                       |  |   |        
|2009                             |  | $                      | 164,731 |                                  | $ | 179,056                               |  | $ | 7,094  
|2010                             |  |                        | 164,730 |                                  |   | 179,055                               |  |   | 7,093  
|Thereafter                       |  |                        | 0       |                                  |   | 0                                     |  |   | 0      
|                                 |  |                        |         |                                  |   |                                       |  |   |        
|                                 |  | $                      | 329,461 |                                  | $ | 358,111                               |  | $ | 14,187 
|                                 |  |                        |         |                                  |   |                                       |  |   |        
|                                 |  |                        |        
|Average Amortization Period      |  |                        | 2 years |                                  |   | 2 years                               |  |   | 2 years

Evaluating the Recoverability of Intangible Assets and Liabilities

The values of intangible lease assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives, which correspond
with the lease terms. There may be instances in which intangible lease assets and liabilities become impaired and the Joint Venture is required to expense the remaining asset or liability immediately or over a shorter period of time. Lease
restructurings, including but not limited to lease terminations and lease extensions, may impact the value and useful life of in-place leases. In-place leases that are terminated, partially terminated, or modified will be
evaluated for impairment if the original in-place lease terms have been modified. In the event that the discounted cash flows of the original in-



Page F-24



---

##### Index to Financial Statements

place lease stream do not exceed the discounted modified in-place lease stream, the Joint Venture adjusts the carrying
value of the intangible lease assets to the discounted cash flows and recognizes an impairment loss. For in-place lease extensions that are executed more than one year prior to the original in-place lease
expiration date, the useful life of the in-place lease will be extended over the new lease term with the exception of those in-place lease components, such as lease commissions and tenant allowances, which have
been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, will be amortized over the shorter of the useful life of the asset or the new lease term.

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, net

Tenant receivables are comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income using the straight-line method. 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. Allowances of $19,466 and $0 are included in tenant receivables as of December 31, 2008 and 2007, respectively.

Deferred Leasing Costs, net

Deferred leasing costs reflect costs incurred to procure operating leases and 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 two 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, 2008 and 2007 is comprised of the following items:



|                       |  |      |        |      |   |       
|---------------------- |  | ---- | ------ | ---- | - | ------
|                       |  | 2008 |        | 2007
|Prepaid insurance      |  | $    | 9,497  |      | $ | 13,392
|Prepaid contract labor |  |      | 1,067  |      |   | 973   
|Interest receivable    |  |      | 803    |      |   | 5,053 
|                       |  |      |        |      |   |       
|Total                  |  | $    | 11,367 |      | $ | 19,418
|                       |  |      |        |      |   |       

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, 2008 and 2007. 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



Page F-25



---

##### Index to Financial Statements

defined. Fund XIII and Piedmont OP held ownership interests in the Joint Venture of approximately 28% and 72%, for the years ended December 31, 2008 and
2007, respectively. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

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.

The Joint Venture records the sale of real estate assets pursuant to the provisions of 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.

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 with the current year financial statement 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). 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 was effective for the Joint Venture beginning January 1, 2008. The Joint Venture has elected not to implement the
provisions of SFAS No. 159, and therefore, such provisions have no effect on its financial statements.

In September 2006, the FASB issued SFAS
No. 157, Fair Value Measurements(SFAS No. 157), 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



Page F-26



---

##### Index to Financial Statements

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. On October 10, 2008, the FASB issued Staff Position No.
SFAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (FSP 157-3). FSP 157-3 includes guidance for how companies should value illiquid assets under the fair value accounting
method prescribed in SFAS No. 157, however, does not change any of the provisions of SFAS No. 157. FSP 157-3 is effective upon issuance on October 10, 2008, and retrospective application is prohibited. FSP 157-2 will be effective for
the Joint Venture beginning January 1, 2009, and the remaining aspects of SFAS No. 157 were effective for the Joint Venture beginning January 1, 2008. SFAS No. 157 has not had a material impact on the Joint Ventures
financial statements to date; however, the Joint Venture is currently assessing the provisions and evaluating the potential impact of FSP 157-2 on its 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 andCommercial properties leased on a net basis for ten yearsor
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, 2008, 2007, and 2006, the Joint Venture incurred management and leasing fees that are payable to Wells Management of
$43,518, $98,209, and $152,101, respectively.

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 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 years ended December 31, 2008 and 2007, the Joint Venture incurred management and leasing fee expenses payable to Piedmont Management,
or its affiliates, of $246,294 and $163,600, respectively.

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 the
years ended December 31, 2008, 2007, and 2006, the Joint Venture incurred administrative expenses of $0, $14,257, and $23,131, respectively, payable to Wells Management for these services.



Page F-27



---

##### Index to Financial Statements

In addition, Piedmont Management also performs certain administrative services for the Joint Venture and incurs the
related expense. During the years ended December 31, 2008 and 2007, the Joint Venture incurred administrative expenses of $85,734 and $56,017, respectively, payable to Piedmont Management, or its affiliates, for these services.

Due to Affiliates

As presented in the accompanying balance sheets,
due to affiliates as of December 31, 2008 and December 31, 2007 represents amounts due to Piedmont Management and/or Wells Management for the following items:



|                              |  |      |        |      |   |       
|----------------------------- |  | ---- | ------ | ---- | - | ------
|                              |  | 2008 |        | 2007
|Property management fees      |  | $    | 24,492 |      | $ | 13,063
|Administrative reimbursements |  |      | 18,636 |      |   | 14,338
|                              |  |      |        |      |   |       
|                              |  | $    | 43,128 |      | $ | 27,401
|                              |  |      |        |      |   |       



|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:



|                                           |  |      |  |      |        |      |   |         |  
|------------------------------------------ |  | ---- |  | ---- | ------ | ---- | - | ------- | -
|                                           |  | 2008 |  | 2007 |        | 2006 |  
|Reimbursement income                       |  | $0   |  | $    | 0      |      | $ | 65,493  |  
|Interest and other income                  |  | 0    |  |      | 26,198 |      |   | 383     |  
|                                           |  |      |  |      |        |      |   |         |  
|Total revenues                             |  | 0    |  |      | 26,198 |      |   | 65,876  |  
|Bad debt expense                           |  | 0    |  |      | 0      |      |   | 77,831  |  
|                                           |  |      |  |      |        |      |   |         |  
|Operating income (loss)                    |  | 0    |  |      | 26,198 |      |   | (11,955 | )
|                                           |  |      |  |      |        |      |   |         |  
|Income (loss) from discontinued operations |  | $0   |  | $    | 26,198 |      | $ | (11,955 | )
|                                           |  |      |  |      |        |      |   |         |  



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

The future minimum rental income due to the Joint
Venture under non-cancelable operating leases as of December 31, 2008 follows:



|                        |  |   |          
|----------------------- |  | - | ---------
|Year ended December 31: |  |   |          
|2009                    |  | $ | 3,871,365
|2010                    |  |   | 3,973,700
|2011                    |  |   | 1,461,219
|Thereafter              |  |   | 0        
|                        |  |   |          
|                        |  | $ | 9,306,284
|                        |  |   |          

Two tenants generated approximately 64% and 36% of rental income for the year ended December 31, 2008, and
two tenants will generate approximately 54% and 46% of future minimum rental income.



Page F-28



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

DECEMBER 31, 2008



|                          |  |              |  |              |           |                                             |   |                                               |      |                                         |                           |                     |                      |              |                         |   |            |  |   |           |  |    |  |   |            |  |   |           |  |      |  |         
|------------------------- |  | ------------ |  | ------------ | --------- | ------------------------------------------- | - | --------------------------------------------- | ---- | --------------------------------------- | ------------------------- | ------------------- | -------------------- | ------------ | ----------------------- | - | ---------- |  | - | --------- |  | -- |  | - | ---------- |  | - | --------- |  | ---- |  | --------
|                          |  |              |  | Initial Cost |           | CostsCapitalizedSubsequent ToAcquisition(d) |   | Gross Carrying Amount as of December 31, 2008 |      | AccumulatedDepreciation&Amortization(c) |                           | Date ofConstruction |                      | DateAcquired
|Description               |  | Encumbrances |  | Land         |           | BuildingsandImprove-ments                   |   |                                               | Land |                                         | BuildingsandImprove-ments |                     | IntangibleLeaseAsset |              | 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 |  | $ | 2,462,718 |  | 2001 |  | 12/21/01
|AIU  CHICAGO BUILDING(b) |  | None         |  |              | 600,000   |                                             |   | 22,681,602                                    |      |                                         | 1,344,067                 |                     |                      | 624,089      |                         |   | 19,614,678 |  |   | 4,386,902 |  | 0  |  |   | 24,625,669 |  |   | 7,108,216 |  | 2003 |  | 9/19/03 
|                          |  |              |  |              |           |                                             |   |                                               |      |                                         |                           |                     |                      |              |                         |   |            |  |   |           |  |    |  |   |            |  |   |           |  |      |  |         
|Total                     |  |              |  | $            | 2,554,213 |                                             | $ | 33,897,223                                    |      | $                                       | 1,886,348                 |                     | $                    | 2,671,824    |                         | $ | 31,279,058 |  | $ | 4,386,902 |  | $0 |  | $ | 38,337,784 |  | $ | 9,570,934 |  |      |  |         
|                          |  |              |  |              |           |                                             |   |                                               |      |                                         |                           |                     |                      |              |                         |   |            |  |   |           |  |    |  |   |            |  |   |           |  |      |  |         



| | (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-29



---

##### Index to Financial Statements

WELLS FUND XIII-REIT JOINT VENTURE PARTNERSHIP

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

AND AMORTIZATION

DECEMBER 31, 2008



|                             |  |      |            |   |                                       |   |           |  
|---------------------------- |  | ---- | ---------- | - | ------------------------------------- | - | --------- | -
|                             |  | Cost |            |   | AccumulatedDepreciation &Amortization |  
|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 |  
|                             |  |     
|Additions                    |  |      | 0          |   |                                       |   | 1,327,814 |  
|Dispositions                 |  |      | (83,765    | ) |                                       |   | (83,765   | )
|                             |  |      |            |   |                                       |   |           |  
|BALANCE AT DECEMBER 31, 2008 |  | $    | 38,337,784 |   |                                       | $ | 9,570,934 |  
|                             |  |      |            |   |                                       |   |           |  



Page F-30



---

##### 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, 2008 and 2007, and the
related statements of operations, partners capital, and cash flows for each of the three years in the period ended December 31, 2008. 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, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, 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 20, 2009



Page F-31



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

BALANCE SHEETS

DECEMBER 31,
2008 AND 2007

ASSETS



|                                                                                                                                       |  |      |           |      |   |          
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                                                                                                                       |  | 2008 |           | 2007
|Real estate assets, at cost:                                                                                                           |  |      |           |      |   |          
|Land                                                                                                                                   |  | $    | 2,031,250 |      | $ | 2,031,250
|Building and improvements, less accumulated depreciation of $1,004,591 and $826,633 at December 31, 2008 and 2007,
respectively        |  |      | 6,298,989 |      |   | 6,269,126
|Intangible lease assets, less accumulated amortization of $1,298,341 and $1,047,049 at December 31, 2008 and 2007,
respectively        |  |      | 333,359   |      |   | 584,651  
|Construction in progress                                                                                                               |  |      | 29,902    |      |   | 0        
|                                                                                                                                       |  |      |           |      |   |          
|Total real estate assets                                                                                                               |  |      | 8,693,500 |      |   | 8,885,027
|                                                                                                                                       |  |     
|Cash and cash equivalents                                                                                                              |  |      | 497,355   |      |   | 531,264  
|Tenant receivables                                                                                                                     |  |      | 123,572   |      |   | 169,372  
|Due from affiliate                                                                                                                     |  |      | 0         |      |   | 2,911    
|Intangible lease origination costs, less accumulated amortization of $714,814 and $576,463 at December 31, 2008 and 2007, respectively |  |      | 183,723   |      |   | 322,074  
|Deferred leasing costs, less accumulated amortization of $13,222 and $2,269 at December 31, 2008 and 2007, respectively                |  |      | 30,018    |      |   | 40,971   
|Other assets                                                                                                                           |  |      | 10,416    |      |   | 13,061   
|                                                                                                                                       |  |      |           |      |   |          
|Total assets                                                                                                                           |  | $    | 9,538,584 |      | $ | 9,964,680
|                                                                                                                                       |  |      |           |      |   |          

LIABILITIES AND PARTNERS CAPITAL



|                                        |  |   |           |  |   |          
|--------------------------------------- |  | - | --------- |  | - | ---------
|Liabilities:                            |  |   |           |  |   |          
|Accounts payable and accrued expenses   |  | $ | 67,896    |  | $ | 57,853   
|Accrued capital expenditures            |  |   | 4,138     |  |   | 0        
|Due to affiliate                        |  |   | 2,546     |  |   | 0        
|Deferred income                         |  |   | 127,293   |  |   | 194,493  
|Partnership distributions payable       |  |   | 319,594   |  |   | 333,256  
|                                        |  |   |           |  |   |          
|Total liabilities                       |  |   | 521,467   |  |   | 585,602  
|                                        |  |  
|Partners capital:                      |  |   |           |  |   |          
|Wells Real Estate Fund XIII, L.P.       |  |   | 4,265,097 |  |   | 4,436,304
|Wells Real Estate Fund XIV, L.P.        |  |   | 4,752,020 |  |   | 4,942,774
|                                        |  |   |           |  |   |          
|Total partners capital                 |  |   | 9,017,117 |  |   | 9,379,078
|                                        |  |   |           |  |   |          
|Total liabilities and partners capital |  | $ | 9,538,584 |  | $ | 9,964,680
|                                        |  |   |           |  |   |          

See accompanying notes.



Page F-32



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF OPERATIONS

FOR THE
YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                           |  |      |           |   |      |   |           |  |   |          
|------------------------------------------ |  | ---- | --------- | - | ---- | - | --------- |  | - | ---------
|                                           |  | 2008 |           |   | 2007 |   | 2006     
|REVENUES:                                  |  |      |           |   |      |   |           |  |   |          
|Rental income                              |  | $    | 1,189,347 |   |      | $ | 1,118,033 |  | $ | 1,167,530
|Tenant reimbursements                      |  |      | 392,007   |   |      |   | 330,892   |  |   | 319,969  
|Interest and other income                  |  |      | 8,021     |   |      |   | 21,007    |  |   | 27,589   
|                                           |  |      |           |   |      |   |           |  |   |          
|Total revenues                             |  |      | 1,589,375 |   |      |   | 1,469,932 |  |   | 1,515,088
|                                           |  |      |          
|EXPENSES:                                  |  |      |           |   |      |   |           |  |   |          
|Property operating costs                   |  |      | 389,435   |   |      |   | 308,521   |  |   | 288,813  
|Management and leasing fees                |  |      | 69,428    |   |      |   | 72,973    |  |   | 65,933   
|Depreciation                               |  |      | 177,958   |   |      |   | 175,360   |  |   | 175,360  
|Amortization                               |  |      | 388,797   |   |      |   | 445,665   |  |   | 503,648  
|General and administrative                 |  |      | 50,503    |   |      |   | 75,166    |  |   | 40,906   
|                                           |  |      |           |   |      |   |           |  |   |          
|Total expenses                             |  |      | 1,076,121 |   |      |   | 1,077,685 |  |   | 1,074,660
|                                           |  |      |           |   |      |   |           |  |   |          
|NET INCOME FROM CONTINUING OPERATIONS      |  |      | 513,254   |   |      |   | 392,247   |  |   | 440,428  
|                                           |  |      |          
|DISCONTINUED OPERATIONS:                   |  |      |           |   |      |   |           |  |   |          
|Operating income (loss)                    |  |      | (855      | ) |      |   | 136,198   |  |   | 624,070  
|Gain on disposition                        |  |      | 0         |   |      |   | 5,104,046 |  |   | 0        
|                                           |  |      |           |   |      |   |           |  |   |          
|Income (loss) from discontinued operations |  |      | (855      | ) |      |   | 5,240,244 |  |   | 624,070  
|                                           |  |      |           |   |      |   |           |  |   |          
|NET INCOME                                 |  | $    | 512,399   |   |      | $ | 5,632,491 |  | $ | 1,064,498
|                                           |  |      |           |   |      |   |           |  |   |          

See accompanying notes.



Page F-33



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  
|-------------------------- |  | ------------------------------ | ---------- | - | ------------------------------ | - | ----------- | --------------------- |  | - | ----------- | -
|                           |  | Wells RealEstateFund XIII, L.P |            |   | Wells RealEstateFund XIV, L.P. |   |             | TotalPartnersCapital | 
|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   |  
|                           |  |                                |           
|Net income                 |  |                                | 242,365    |   |                                |   | 270,034     |                       |  |   | 512,399     |  
|Partnership contributions  |  |                                | 63,293     |   |                                |   | 70,519      |                       |  |   | 133,812     |  
|Partnership distributions  |  |                                | (476,865   | ) |                                |   | (531,307    | )                     |  |   | (1,008,172  | )
|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  
|Balance, December 31, 2008 |  | $                              | 4,265,097  |   |                                | $ | 4,752,020   |                       |  | $ | 9,017,117   |  
|                           |  |                                |            |   |                                |   |             |                       |  |   |             |  

See accompanying notes.



Page F-34



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF CASH FLOWS

FOR THE
YEARS ENDED

DECEMBER 31, 2008, 2007, AND 2006



|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|--------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------- | ---- |  | - | ---------- | -
|                                                                                  |  | 2008 |            |   | 2007 |   |             | 2006 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |            |   |      |   |             |      |  |   |            |  
|Net income                                                                        |  | $    | 512,399    |   |      | $ | 5,632,491   |      |  | $ | 1,064,498  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |            |   |      |   |             |      |  |   |            |  
|Gain on disposition                                                               |  |      | 0          |   |      |   | (5,104,046  | )    |  |   | 0          |  
|Depreciation                                                                      |  |      | 177,958    |   |      |   | 218,550     |      |  |   | 426,896    |  
|Amortization                                                                      |  |      | 400,596    |   |      |   | 530,449     |      |  |   | 859,120    |  
|Changes in assets and liabilities:                                                |  |      |            |   |      |   |             |      |  |   |            |  
|Decrease (increase) in tenant receivables                                         |  |      | 45,800     |   |      |   | 47,513      |      |  |   | (90,457    | )
|Decrease (increase) in due from affiliate                                         |  |      | 2,911      |   |      |   | (2,911      | )    |  |   | 0          |  
|Decrease (increase) in other assets                                               |  |      | 2,645      |   |      |   | 876         |      |  |   | (332       | )
|Increase (decrease) in accounts payable and accrued expenses                      |  |      | 10,043     |   |      |   | (13,727     | )    |  |   | 27,482     |  
|Increase (decrease) in due to affiliate                                           |  |      | 2,546      |   |      |   | (4,094      | )    |  |   | (12,341    | )
|(Decrease) increase in deferred income                                            |  |      | (67,200    | ) |      |   | 47,435      |      |  |   | (30,730    | )
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|Net cash provided by operating activities                                         |  |      | 1,087,698  |   |      |   | 1,352,536   |      |  |   | 2,244,136  |  
|                                                                                  |  |      |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |            |   |      |   |             |      |  |   |            |  
|Net proceeds from sale of real estate                                             |  |      | 0          |   |      |   | 17,715,680  |      |  |   | 0          |  
|Investment in real estate assets                                                  |  |      | (230,764   | ) |      |   | (24,703     | )    |  |   | (24,693    | )
|Payment of deferred leasing costs                                                 |  |      | 0          |   |      |   | (43,240     | )    |  |   | 0          |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|Net cash (used in) provided by investing activities                               |  |      | (230,764   | ) |      |   | 17,647,737  |      |  |   | (24,693    | )
|                                                                                  |  |      |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |            |   |      |   |             |      |  |   |            |  
|Net sale proceeds distributions to joint venture partners                         |  |      | 0          |   |      |   | (17,715,680 | )    |  |   | 0          |  
|Distributions to joint venture partners in excess of accumulated earnings         |  |      | (1,021,834 | ) |      |   | (1,528,812  | )    |  |   | (2,262,645 | )
|Contributions from joint venture partners                                         |  |      | 130,991    |   |      |   | 67,380      |      |  |   | 25,863     |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|Net cash used in financing activities                                             |  |      | (890,843   | ) |      |   | (19,177,112 | )    |  |   | (2,236,782 | )
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |  |      | (33,909    | ) |      |   | (176,839    | )    |  |   | (17,339    | )
|                                                                                  |  |      |           
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |      | 531,264    |   |      |   | 708,103     |      |  |   | 725,442    |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $    | 497,355    |   |      | $ | 531,264     |      |  | $ | 708,103    |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|                                                                                  |  |      |           
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:            |  |      |            |   |      |   |             |      |  |   |            |  
|Deferred project costs applied to the joint venture                               |  | $    | 2,821      |   |      | $ | 542         |      |  | $ | 557        |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|Partnership distributions payable                                                 |  | $    | 319,594    |   |      | $ | 333,256     |      |  | $ | 554,283    |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  
|Accrued capital expenditures                                                      |  | $    | 4,138      |   |      | $ | 0           |      |  | $ | 0          |  
|                                                                                  |  |      |            |   |      |   |             |      |  |   |            |  

See accompanying notes.



Page F-35



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008, 2007, and 2006



|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.

Real Estate Assets

Investment in Real Estate Assets

Real estate assets
are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, application of acquisition fees incurred, 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.



Page F-36



---

##### Index to Financial Statements

These assessments have a direct impact on net income. Upon receiving notification of a tenants intention to terminate a lease, undepreciated tenant
improvements and intangible lease assets are written off to lease termination expense. All repairs and maintenance are expensed as incurred.

The Joint
Ventures real estate assets are depreciated or amortized using the straight-line method over the following useful lives:



|                        |  |                                       
|----------------------- |  | --------------------------------------
|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                            

Evaluating the Recoverability 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, which suggest that the carrying amounts of the real estate assets and related intangible assets may not be recoverable, management assesses the
recoverability of the real estate assets and related intangible assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and
their 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 assets carrying values, management adjusts the real estate assets and related intangible assets to the respective estimated fair values, pursuant to the provisions of
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144),and recognizes an impairment loss. Estimated fair values are
calculated based on the following information, in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future 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, 2008. 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, the number of months it takes to re-lease the property, and the number of years the property is held
for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the propertys future cash flows and fair value, and could result
in the misstatement of the carrying value of the Joint Ventures real estate assets and related intangible assets and net income.

Allocation of
Purchase Price of Acquired Assets

Upon acquisition, the Joint Venture allocated the purchase price of properties to the identifiable tangible assets,
which consist of land and building, and identifiable intangible assets and liabilities, which consist of the following items:



| |  |  | Direct costs associated with obtaining a new tenant, including commissions, tenant improvements and other direct costs are included in intangible lease origination
costs in the accompanying balance sheets and are amortized to expense over the remaining terms of the respective leases.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease are included in intangible lease assets in the accompanying
balance sheets and are amortized to expense over the remaining terms of the respective leases.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-37



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##### Index to Financial Statements

| |  |  | The value of tenant relationships is included in intangible lease assets in the accompanying balance sheets and 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 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, 2008, 2007, and 2006, the Joint Venture recognized the following amortization of intangible lease assets and liabilities:



|                                 |  |                                  |        |                                  |   |                                               |  |   |         |  |   |       
|-------------------------------- |  | -------------------------------- | ------ | -------------------------------- | - | --------------------------------------------- |  | - | ------- |  | - | ------
|                                 |  | Intangible Lease Assets          |        | Intangible LeaseOriginationCosts |   | IntangibleBelow-MarketIn-Place LeaseLiability
|                                 |  | Above-MarketIn-Place LeaseAssets |        | AbsorptionPeriod Costs           |   |                                              
|For the year ending December 31: |  |                                  |        |                                  |   |                                               |  |   |         |  |   |       
|2008                             |  | $                                | 11,799 |                                  | $ | 239,493                                       |  | $ | 138,351 |  | $ | 0     
|                                 |  |                                  |        |                                  |   |                                               |  |   |         |  |   |       
|2007                             |  | $                                | 22,289 |                                  | $ | 332,551                                       |  | $ | 194,900 |  | $ | 21,560
|                                 |  |                                  |        |                                  |   |                                               |  |   |         |  |   |       
|2006                             |  | $                                | 39,768 |                                  | $ | 546,318                                       |  | $ | 321,030 |  | $ | 68,687
|                                 |  |                                  |        |                                  |   |                                               |  |   |         |  |   |       

As of December 31, 2008 and 2007, the Joint Venture had the following gross intangible in-place lease assets
and liabilities:



|     |  |                                  |        |                                  |   |           |  |   |        
|---- |  | -------------------------------- | ------ | -------------------------------- | - | --------- |  | - | -------
|     |  | Intangible Lease Assets          |        | Intangible LeaseOriginationCosts
|     |  | Above-MarketIn-Place LeaseAssets |        | AbsorptionPeriod Costs           |  
|2008 |  | $                                | 81,452 |                                  | $ | 1,550,248 |  | $ | 898,538
|     |  |                                  |        |                                  |   |           |  |   |        
|2007 |  | $                                | 81,452 |                                  | $ | 1,550,248 |  | $ | 898,538
|     |  |                                  |        |                                  |   |           |  |   |        

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



|                                 |  |                         |         |                                  |   |         |  |   |        
|-------------------------------- |  | ----------------------- | ------- | -------------------------------- | - | ------- |  | - | -------
|                                 |  | Intangible Lease Assets |         | Intangible LeaseOriginationCosts
|                                 |  | AbsorptionPeriodCosts   |         | Above-MarketIn-Place LeaseAssets |  
|For the year ending December 31: |  |                         |         |                                  |   |         |  |   |        
|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 
|2013                             |  |                         | 12,394  |                                  |   | 1,083   |  |   | 7,439  
|Thereafter                       |  |                         | 0       |                                  |   | 0       |  |   | 0      
|                                 |  |                         |         |                                  |   |         |  |   |        
|                                 |  | $                       | 312,868 |                                  | $ | 20,491  |  | $ | 183,723
|                                 |  |                         |         |                                  |   |         |  |   |        
|                                 |  |                         |        
|Average Amortization Period      |  |                         | 4 years |                                  |   | 4 years |  |   | 4 years

Evaluating the Recoverability of Intangible Assets and Liabilities

The values of intangible lease assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives, which correspond
with the lease terms. There may be instances in which intangible lease assets and liabilities become impaired and the Joint Venture is required to expense the remaining asset or liability immediately or over a shorter period of time. Lease
restructurings, including but not limited to lease terminations and lease extensions, may impact the value and useful life of in-place leases.



Page F-38



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##### Index to Financial Statements

In-place leases that are terminated, partially terminated, or modified will be evaluated for impairment if the original in-place
lease terms have been modified. In the event that the discounted cash flows of the original in-place lease stream do not exceed the discounted modified in-place lease stream, the Joint
Venture adjusts the carrying value of the intangible lease assets to the discounted cash flows and recognizes an impairment loss. For in-place lease extensions that are executed more than one year prior to the
original in-place lease expiration date, the useful life of the in-place lease will be extended over the new lease term with the exception of those in-place lease components, such as lease commissions and
tenant allowances, which have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, will be amortized over the shorter of the useful life of the asset or the
new lease term.

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 rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income
using the straight-line method. 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, 2008 or 2007.

Deferred Leasing Costs, net

Deferred leasing costs reflect costs
incurred to procure operating leases and 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

Other assets as of December 31, 2008 and 2007 are comprised of the following items:



|                    |  |      |        |      |   |       
|------------------- |  | ---- | ------ | ---- | - | ------
|                    |  | 2008 |        | 2007
|Prepaid expenses    |  | $    | 3,780  |      | $ | 5,847 
|Utility deposits    |  |      | 6,564  |      |   | 6,564 
|Interest receivable |  |      | 72     |      |   | 650   
|                    |  |      |        |      |   |       
|Total               |  | $    | 10,416 |      | $ | 13,061
|                    |  |      |        |      |   |       

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



Page F-39



---

##### Index to Financial Statements

approximately 47% and 53%, for the years ended December 31, 2008 and 2007, respectively. Net cash from operations is generally distributed to the joint
venture partners on a quarterly basis.

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.

The Joint Venture records the sale of real estate assets
pursuant to the provisions of 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.

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 with the current year financial statement 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). 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 was effective for the Joint Venture beginning January 1, 2008. The Joint Venture has elected not to implement the provisions of SFAS No. 159, and therefore, such provisions have no effect on its financial
statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS No. 157), 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



Page F-40



---

##### Index to Financial Statements

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. On October 10, 2008, the FASB issued Staff Position No. SFAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active
(FSP 157-3). FSP 157-3 includes guidance for how companies should value illiquid assets under the fair value accounting method prescribed in SFAS No. 157, however, does not change any of the provisions of SFAS No. 157. FSP
157-3 is effective upon issuance on October 10, 2008, and retrospective application is prohibited. FSP 157-2 will be effective for the Joint Venture beginning January 1, 2009, and the remaining aspects of SFAS No. 157 were effective
for the Joint Venture beginning January 1, 2008. SFAS No. 157 has not had a material impact on the Joint Ventures financial statements to date; however, the Joint Venture is currently assessing the provisions and evaluating the
potential impact of FSP 157-2 on its financial statements.



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

Management and Leasing Fees

Fund XIII and Fund XIV entered into property management and leasing agreements with Wells Management Company, Inc. (Wells Management), an
affiliate of their general partners. In accordance with the property management and leasing agreements, 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 $30,859, $46,644, and $93,498 for the years ended December 31, 2008, 2007,
and 2006, respectively, portions of which are included in income (loss) from discontinued operations in the accompanying statements of operations.

Administrative 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 the years ended December 31, 2008, 2007, and 2006, the Joint Venture incurred administration expenses of $0, $14,814, and $33,246, 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.

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 presented in the accompanying balance sheets, due from affiliate as of December 31, 2007 reflects amounts due from Wells Management related to an overpayment of
property management fees.



Page F-41



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##### Index to Financial Statements

Due to Affiliate

As
presented in the accompanying balance sheets, due to affiliate as of December 31, 2008 represents property management fees due to Wells Management.



|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:



|                                           |  |      |       |   |      |   |           |  |   |          
|------------------------------------------ |  | ---- | ----- | - | ---- | - | --------- |  | - | ---------
|                                           |  | 2008 |       |   | 2007 |   | 2006     
|Rental income                              |  | $    | 0     |   |      | $ | 282,879   |  | $ | 1,333,200
|Reimbursement income                       |  |      | 496   |   |      |   | 77,624    |  |   | 444,636  
|                                           |  |      |       |   |      |   |           |  |   |          
|Total revenues                             |  |      | 496   |   |      |   | 360,503   |  |   | 1,777,836
|                                           |  |      |      
|Property operating costs                   |  |      | 1,059 |   |      |   | 68,722    |  |   | 380,615  
|Management and leasing fees                |  |      | 0     |   |      |   | 14,775    |  |   | 74,942   
|Depreciation                               |  |      | 0     |   |      |   | 43,190    |  |   | 251,536  
|Amortization                               |  |      | 0     |   |      |   | 84,055    |  |   | 384,391  
|General and administrative                 |  |      | 292   |   |      |   | 13,563    |  |   | 62,282   
|                                           |  |      |       |   |      |   |           |  |   |          
|Total expenses                             |  |      | 1,351 |   |      |   | 224,305   |  |   | 1,153,766
|                                           |  |      |       |   |      |   |           |  |   |          
|Operating income (loss)                    |  |      | (855  | ) |      |   | 136,198   |  |   | 624,070  
|Gain on disposition                        |  |      | 0     |   |      |   | 5,104,046 |  |   | 0        
|                                           |  |      |       |   |      |   |           |  |   |          
|Income (loss) from discontinued operations |  | $    | (855  | ) |      | $ | 5,240,244 |  | $ | 624,070  
|                                           |  |      |       |   |      |   |           |  |   |          



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

The future minimum rental income due to the Joint
Venture under noncancelable operating leases as of December 31, 2008 is as follows:



|                        |  |   |          
|----------------------- |  | - | ---------
|Year ended December 31: |  |   |          
|2009                    |  | $ | 1,025,897
|2010                    |  |   | 367,183  
|2011                    |  |   | 378,164  
|2012                    |  |   | 375,003  
|2013                    |  |   | 70,289   
|Thereafter              |  |   | 0        
|                        |  |   |          
|                        |  | $ | 2,216,536
|                        |  |   |          

Three tenants generated approximately 72%, 16%, and 12% of rental income for the year ended December 31,
2008, and three tenants will generate approximately 41%, 30%, and 29% of future minimum rental income.



Page F-42



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##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

DECEMBER 31, 2008



|                              |  |              |  |                           |  |                                              |      |                                             |                           |                                          |                       |                     |                         |              |       |         |  |             |  |            |  |      |  |           
|----------------------------- |  | ------------ |  | ------------------------- |  | -------------------------------------------- | ---- | ------------------------------------------- | ------------------------- | ---------------------------------------- | --------------------- | ------------------- | ----------------------- | ------------ | ----- | ------- |  | ----------- |  | ---------- |  | ---- |  | ----------
|Description                   |  | Encumbrances |  | Initial Cost              |  | Costs CapitalizedSubsequentTo
Acquisition(c) |      | Gross Carrying Amounts of December 31, 2008 |                           | AccumulatedDepreciation &Amortization(b) |                       | Date ofConstruction |                         | DateAcquired
|                              |  | Land         |  | BuildingsandImprove-ments |  |                                              | Land |                                             | BuildingsandImprove-ments |                                          | IntangibleLease Asset |                     | Constructionin Progress |              | Total |         |  |            
|SIEMENS  ORLANDO BUILDING(a) |  | None         |  | $1,950,000                |  | $8,734,436                                   |      | $311,996                                    |                           | $2,031,250                               |                       | $7,303,580          |                         | $1,631,700   |       | $29,902 |  | $10,996,432 |  | $2,302,932 |  | 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-43



---

##### Index to Financial Statements

FUND XIII AND FUND XIV ASSOCIATES

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

AND AMORTIZATION

DECEMBER 31, 2008



|                             |  |      |             |   |                                       |   |            |  
|---------------------------- |  | ---- | ----------- | - | ------------------------------------- | - | ---------- | -
|                             |  | Cost |             |   | AccumulatedDepreciation &Amortization |  
|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  |  
|                             |  |     
|Additions                    |  |      | 237,723     |   |                                       |   | 429,250    |  
|                             |  |      |             |   |                                       |   |            |  
|BALANCE AT DECEMBER 31, 2008 |  | $    | 10,996,432  |   |                                       | $ | 2,302,932  |  
|                             |  |      |             |   |                                       |   |            |  



Page F-44



---

##### Index to Financial Statements

EXHIBIT INDEX

TO

2008 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)                                                                   
|              | 
|*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)                                                



---

##### Index to Financial Statements

|              |  |                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                           
|              | 
|*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