##### Index to Financial Statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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(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, 2005 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 0-25731



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WELLS REAL ESTATE FUND XI, L.P.

(Exact name of registrant as specified in its
charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2250094                          
|(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:



|                 |  |                 
|---------------- |  | ----------------
|CLASS A UNITS    |  | CLASS B 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. ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer   x

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 XI, L.P. (the Partnership) 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 XI, L.P.



PART I



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

General

Wells Real Estate Fund XI, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P.
(Wells Partners), a Georgia nonpublic limited partnership, serving as its general partners (collectively, the General Partners). Wells Capital, Inc. (Wells Capital) serves as the corporate general partner of Wells
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 June 20, 1996 for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elect to
have their units treated as Class A Units or Class B Units. The limited partners have the right to change their prior elections to have some or all of their units treated as Class A Units or Class B 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; and (c) add or
remove a general partner. A majority vote on any of the above-described matters will bind the Partnership without the concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of class.

On December 31, 1997, the Partnership commenced an offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to
a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations upon receiving and accepting subscriptions for 125,000 units on March 3, 1998. The offering was terminated on
December 30, 1998, at which time the Partnership had sold approximately 1,302,942 Class A Units and 350,338 Class B Units representing capital contributions of $16,532,802.

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



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##### Index to Financial Statements

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

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

The Partnership is currently in the holding phase of its life cycle. Accordingly, management will focus resources on managing the Partnerships existing portfolio 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 and their affiliates during the year ended December 31,
2005.

Insurance

Wells Management carries
comprehensive liability and extended coverage with respect to the properties we own through our interest in joint ventures. 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 and 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 our properties, asset acquisition and disposition services, as well as other administrative responsibilities for us including accounting services, 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 Wells Real Estate Funds, Inc. (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 was 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 of December 31, 2005, we believe that WREF generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and current receivables necessary to meet its current and future obligations
as they become due.

Additionally, we are dependent upon the ability of our current tenants to pay their contractual rent amounts as the rents become due.
The inability of a tenant to pay future rental amounts would have a negative impact on our results of operations. If certain situations prevent our tenants from paying contractual rents, this could result in a material adverse impact on our results
of operations.



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##### Index to Financial Statements

Litigation Against Related Parties

During early 2004, a putative class action complaint was filed against, among others, Leo. F. Wells, III, one of our General Partners, Wells Capital, the corporate general partner of Wells Partners, our other general
partner, and Wells Management (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04-A-2791-2). The Court granted the plaintiffs motion to permit voluntary dismissal of this
suit, and the case was subsequently dismissed without prejudice. In November 2004, the same plaintiffs filed a second putative class action complaint against, among others, Mr. Wells, Wells Capital, and Wells Management (Hendry et al. v. Leo
F. Wells, III et al., Superior Court of Gwinnett County, Georgia Civil Action No. 04A-13051-6). The second action alleges, among other things, that: (i) Mr. Wells and Wells Capital breached their fiduciary duties to the limited
partners of Wells Real Estate Fund I (Fund I), a previously syndicated real estate partnership having common general partners, in connection with certain disclosures and prior actions relating to the distribution of net sale proceeds,
(ii) the defendants breached an alleged contract arising out of a June 2000 consent solicitation to the limited partners of Fund I relating to an alleged waiver of deferred management fees, and (iii) certain misrepresentations and
omissions in an April 2002 consent solicitation to the limited partners of Fund I caused that consent solicitation to be materially misleading. The plaintiffs seek, among other remedies, judgment against Mr. Wells and Wells Capital, jointly and
severally, in an amount to be proven at trial; punitive damages; disgorgement of fees earned by the General Partners; enforcement of the alleged contract relating to the alleged waiver of deferred management fees; and an award to the plaintiffs of
their attorneys fees, costs, and expenses. On January 28, 2005, the defendants filed motions for summary judgment and motions to dismiss the plaintiffs claims. Pursuant to orders entered July 1, 2005, the Court granted the
defendants motions to dismiss and for summary judgment on all counts in the complaint. Thus, this action has now been dismissed, subject to the plaintiffs right to file a notice of appeal within the required time period. On
August 3, 2005, the plaintiffs filed a motion requesting the Court to vacate and re-enter the orders to give the plaintiffs an opportunity to file a motion for reconsideration or notice of appeal. On February 15, 2006, the Court heard
argument on the plaintiffs motion to vacate and to re-enter the judgments previously entered on July 1, 2005. Following the argument, the Court stated orally from the bench that he would grant the motion, so the judgments could
be re-entered to allow the plaintiffs thirty days within which to file a notice of appeal.

Web Site Address

Access to copies of each of our filings with the Securities and Exchange Commission (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
|-------- | ------------

Real Estate Risks

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

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



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



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



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



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



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

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



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##### Index to Financial Statements

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, such as the technology industry, 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 only a few tenants and, therefore, the success of our investments are materially dependent on the financial
stability of our tenants. Lease payment defaults by tenants could cause us to reduce the amount of distributions to holders of Class A 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.

We currently have vacancy issues with
some of our properties which could reduce or eliminate cash distributions to limited partners.

Because of vacancy issues, we have expended, or
anticipate that we will be required to expend in the future, substantial funds for tenant improvements and tenant refurbishments to the vacated space and other lease-up costs. If these vacancies continue for a long period of time, we may suffer
reduced revenues resulting in less cash to be distributed to investors holding Class A Units, if any. In addition, the resale values of these properties are currently diminished because the market value depends principally upon the value of the
leases in place at such properties.

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

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



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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 stockholders.

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

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

If one or more of our tenants, or the guarantor of a tenants lease, commences, or has commenced against it, any proceeding under any provision of the federal Bankruptcy Code, as amended, or any other legal or
equitable proceeding under any bankruptcy, insolvency, rehabilitation, receivership, or debtors relief statute or law (bankruptcy proceeding), we may be unable to collect sums due under relevant leases. Any or all of the tenants, or a
guarantor of a tenants lease obligations, could be subject to a bankruptcy proceeding. Such a bankruptcy proceeding may bar our efforts to collect pre-bankruptcy debts from these entities or their properties, unless we are able to obtain an
enabling order from the bankruptcy court. If a lease is rejected by a tenant in bankruptcy, we would only have a general unsecured claim against the tenant, and may not be entitled to any further payments under the lease. A tenants or lease
guarantors bankruptcy proceeding could hinder or delay efforts to collect past due balances under relevant leases, and could ultimately preclude collection of these sums. Such an event could cause a decrease or cessation of rental payments
which would mean a reduction in our cash flow and the amount available for distribution to limited partners holding Class A 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 Class A 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 Class A 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 certain tenants based on the type of business the tenant operates. If a vacancy on any of our properties continues for a long period of time, we may suffer reduced revenues
resulting in less cash to be distributed to investors holding Class A Units. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the
leases of such property.

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

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

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

We generally will hold the various real properties in which we invest until such time as the General Partners determine that the sale
or other disposition thereof appears to be advantageous to achieve our investment objectives or until it appears that such objectives will not be met. Our General Partners intend to sell properties acquired for development after holding such
properties for a minimum period of 10 years from the date the 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 in response to a formal proxy
to liquidate. We cannot predict with any certainty the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future
disposition of our properties, we cannot assure you that we will be able to sell our properties at a profit in the future. Accordingly, the timing of liquidation of the Partnership and the extent to which you will receive cash distributions and
realize potential appreciation on our real estate investments will be dependent upon fluctuating market conditions.

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

Under various federal,
state, and local environmental laws, ordinances, and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under, or in such property. Such
laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or
businesses may be operated, and these restrictions may require expenditures. Environmental laws provide for sanctions in the event of noncompliance



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##### Index to Financial Statements

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 Class A Units.

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

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

General Investment Risks

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

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



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



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



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



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

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

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 and their affiliates will reduce cash available for distributions to our limited partners.

Our General Partners and their affiliates perform services for us in connection with the management and leasing of our properties. Our affiliates may receive property management and leasing fees of 4.5% of gross
revenues in connection with the commercial properties we own. In addition, we will reimburse our General Partners and 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.



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##### Index to Financial Statements

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



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##### Index to Financial Statements

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 should also be noted that, as properties are sold and the net
proceeds from property sales are distributed to limited partners, the remaining value of the Partnerships portfolio of properties, and resulting value of Partnerships limited partnership units, will naturally decline.

Special Risks Regarding Status of Units

If you hold Class A
Units, you will be allocated more income than cash flow.

Since limited partners holding Class A 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 Class B Units, we expect that those of you who hold Class A 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.

If you hold Class B Units,
you may not be able to use your passive losses.

Those of you holding Class B Units will be allocated a disproportionately larger share of our
deductions for depreciation and other tax losses. Such losses will be treated as passive losses, which may only be used to



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##### Index to Financial Statements

offset passive income and may not be used to offset active or portfolio income. Accordingly, you may receive no current benefit from your share
of tax losses unless you are currently being allocated passive income from other sources.

In addition, the American Jobs Creation Act of 2004 (the
Act) added Section 470 to the Internal Revenue Code, which provides for certain limitations on the utilization of losses allocable to leased property owned by a partnership having both taxable and tax-exempt partners, such as the
Partnership. In March 2005, the Internal Revenue Service issued IRS Notice 2005-29 announcing that the IRS would not be applying Section 470 to disallow losses for tax year 2004 based solely on the fact that a partnership had both taxable and
tax-exempt partners. In December 2005, the IRS issued IRS Notice 2006-2 extending the period for transitional relief through the 2005 tax year; however, it is important to note that IRS Notices 2005-29 and 2006-2 provide relief for partnerships only
for tax years 2004 and 2005. The IRS has indicated that it is continuing to study the application of Section 470 to partnerships, such as the Partnership, but unless further legislation is enacted which addresses this issue or some other form
of relief from the provisions of Section 470 of the Act is granted, beginning in tax year 2006 and thereafter, passive losses allocable to limited partners holding Class B Units may be used only to offset passive income generated from the same
property or within the same fund.

The desired effect of holding Class A Units or Class B 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 Class A Units or Class B Units. However, the effect of any advantage associated with holding Class A Units or Class B Units may be
significantly reduced or eliminated, depending upon the ratio of Class A Units to Class B Units during any given period. We will not attempt to restrict the ratio of Class A Units to Class B 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



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##### Index to Financial Statements

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 intend to 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, operational, and marketing personnel. If we lose or are unable to obtain the services of highly skilled personnel or do not
establish or maintain appropriate strategic relationships, our ability to implement our investment strategies could be delayed or hindered, and the value of your investment may decline.

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

We are dependent on Wells Capital to conduct our operations; thus, adverse changes in the financial condition of Wells Capital 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.

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 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.

Over the last few years, our 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 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 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.



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##### Index to Financial Statements

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

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

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

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



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



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



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

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

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

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

Federal Income
Tax Risks

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

An investment in units involves certain material income tax risks, the character and extent of which are, to some extent, a function of whether you
hold Class A Units or Class B 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 Class A 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. If you hold Class A 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.



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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 deductibility of losses will be subject to limitations.

Section 469 of the Internal Revenue Code limits the allowance of deductions for losses attributable to passive activities, which are generally defined as activities in which the taxpayer does not materially participate. Any
tax losses allocated to investors holding Class B Units will be characterized as passive losses, and accordingly, the deductibility of such losses will be subject to these limitations.

In addition, the American Jobs Creation Act of 2004 (the Act) added Section 470 to the Internal Revenue Code, which provides for certain limitations on the utilization of losses allocable to leased
property owned by a partnership having both taxable and tax-exempt partners, such as the Partnership. In March 2005, the Internal Revenue Service issued IRS Notice 2005-29 announcing that the IRS would not be applying Section 470 to disallow
losses for tax year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners. In December 2005, the IRS issued IRS Notice 2006-2 extending the period for transitional relief through the 2005 tax year; however, it is
important to note that IRS Notices 2005-29 and 2006-2 provide relief for partnerships only for tax years 2004 and 2005. The IRS has indicated that it is continuing to study the application of Section 470 to partnerships, such as the
Partnership, but unless further legislation is enacted which addresses this issue or some other form of relief from the provisions of Section 470 of the Act is granted, beginning in tax year 2006 and thereafter, passive losses allocable to
limited partners holding Class B Units may be used only to offset passive income generated from the same property or within the same fund.

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 Class B Units or increases the income allocated to investors holding Class A
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 also may 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



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##### Index to Financial Statements

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 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 pension or profit-sharing trusts or IRAs 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 Individual Retirement
Account (IRA) in units, you should satisfy yourself that:



| |  |  | your investment is consistent with your fiduciary obligations under 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;
| | - |  | -----------------------------------------------------------------



Page 15



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##### Index to Financial Statements

| |  |  | 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. Plan fiduciaries are urged to consult with and rely upon their own advisors with respect to this and other ERISA
issues which, if decided adversely to the Partnership, could result in qualified plan investors being deemed to have engaged in prohibited transactions, which would cause the imposition of excise taxes and co-fiduciary liability under
Section 405 of ERISA in the event actions taken by us are deemed to be nonprudent investments or prohibited transactions.

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



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



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

Adverse tax consequences may result because of minimum distribution requirements.

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



Page 16



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##### Index to Financial Statements

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

We do not intend or anticipate that the tax-exempt investors in the Partnership will be allocated income deemed to be derived from an unrelated trade or business, which
is generally referred to as UBTI. 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, 2005.



Page 17



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##### Index to Financial Statements

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

Overview

The Partnership owns interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners. During the periods
presented, the Partnership owned interests in the following joint ventures (the Joint Ventures) and properties:



|                                                                                    |  |                                                                                                                                                 |                                                                                          |                                                                                                                                |    |                                         |   |    |      |   |    |      |   |    |      |   |     |      |  
|----------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | -- | --------------------------------------- | - | -- | ---- | - | -- | ---- | - | -- | ---- | - | --- | ---- | -
|                                                                                    |  |                                                                                                                                                 |                                                                                          |                                                                                                                                |    | Approximate Leased % as of December 31, |  
|Joint Venture                                                                       |  | Joint Venture Partners                                                                                                                          |                                                                                          | Properties                                                                                                                     |    | 2005                                    |   |    | 2004 |   |    | 2003 |   |    | 2002 |   |     | 2001 |  
|The Fund IX, Fund X, Fund XI andREIT Joint Venture (Fund IX-X-XI-REIT Associates) |  |   Wells Real Estate Fund IX, L.P.   Wells Real Estate Fund X, L.P.   Wells Real Estate Fund XI, L.P.   Wells Operating Partnership, L.P.(1) |                                                                                          | 1. Alstom Power  Knoxville Building(2) A three-story office building located inKnoxville, Tennessee                           |    |                                        |   |    | 100  | % |    | 100  | % |    | 100  | % |     | 100  | %
|                                                                                    |  |                                                                                                                                                 | 2. 360 Interlocken Building A three-story office building located inBroomfield, Colorado |                                                                                                                                | 97 | %                                       |   | 93 | %    |   | 78 | %    |   | 75 | %    |   | 100 | %   
|                                                                                    |  |                                                                                                                                                 |                                                                                          | 3. Avaya Building A one-story office building located inOklahoma City, Oklahoma                                                |    | 100                                     | % |    | 100  | % |    | 100  | % |    | 100  | % |     | 100  | %
|                                                                                    |  |                                                                                                                                                 |                                                                                          | 4. Iomega Building A single-story warehouse and officebuilding located in Ogden, Utah                                          |    | 100                                     | % |    | 100  | % |    | 100  | % |    | 100  | % |     | 100  | %
|                                                                                    |  |                                                                                                                                                 |                                                                                          | 5. 1315 West Century Drive (formerlyknown as the
Ohmeda Building) A two-story office building located inLouisville, Colorado |    | 0                                       | % |    | 100  | % |    | 100  | % |    | 100  | % |     | 100  | %
|Fund X and Fund XI Associates (Fund X-XI Associates)                              |  |   Wells Real Estate Fund X, L.P.   Wells Real Estate Fund XI, L.P.                                                                            |                                                                                          | This joint venture only owns interests in other joint ventures
and does not own any properties directly.                       |   
|Wells/Orange County Associates                                                      |  |   Fund X-XI Associates   Wells Operating Partnership, L.P.(1)                                                                                 |                                                                                          | 6. Cort Building(3) A one-story office and warehousebuilding located in Fountain Valley,California                             |    |                                        |   |    |     |   |    |     |   |    | 100  | % |     | 100  | %
|Wells/Fremont Associates                                                            |  |   Fund X-XI Associates   Wells Operating Partnership, L.P.(1)                                                                                 |                                                                                          | 7. 47320 Kato Road A two-story warehouse and officebuilding located in Fremont,California                                      |    | 100                                     | % |    | 100  | % |    | 100  | % |    | 100  | % |     | 100  | %
|The Wells Fund XI-Fund XII-REIT Joint Venture (Fund XI-XII-REIT Associates)       |  |   Wells Real Estate Fund XI, L.P.   Wells Real Estate Fund XII, L.P.   Wells Operating Partnership, L.P.(1)                                  |                                                                                          | 8. 111 Southchase Boulevard A two-story manufacturing and officebuilding located in Fountain Inn,South Carolina                |    | 0                                       | % |    | 0    | % |    | 0    | % |    | 0    | % |     | 100  | %
|                                                                                    |  |                                                                                                                                                 |                                                                                          | 9. 20/20 Building A three-story office building located inLeawood, Kansas                                                      |    | 0                                       | % |    | 0    | % |    | 100  | % |    | 100  | % |     | 100  | %
|                                                                                    |  |                                                                                                                                                 |                                                                                          | 10.Johnson Matthey Building(4) A one-story office building andwarehouse located in Wayne,Pennsylvania                          |    |                                        |   |    |     |   |    | 100  | % |    | 100  | % |     | 100  | %
|                                                                                    |  |                                                                                                                                                 |                                                                                          | 11.Gartner Building(5) A two-story office building located inFt. Myers, Florida                                                |    |                                        |   |    | 100  | % |    | 100  | % |    | 100  | % |     | 100  | %



| | (1) | Wells Operating Partnership, L.P. (Wells OP) is a Delaware limited partnership
with Wells Real Estate Investment Trust, Inc. (Wells REIT) serving as its general partner; Wells REIT is a Maryland corporation that qualifies as a real estate investment trust.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The property was sold in March 2005.
| | --- | ------------------------------------



| | (3) | The property was sold in September 2003.
| | --- | ----------------------------------------



| | (4) | The property was sold in October 2004.
| | --- | --------------------------------------



| | (5) | The property was sold in April 2005.
| | --- | ------------------------------------



Page 18



---

##### Index to Financial Statements

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

Lease Expirations

As of December 31, 2005, the lease expirations scheduled during the following ten 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 ofLeaseExpiration |  | NumberofLeasesExpiring |  | SquareFeetExpiring |  | AnnualizedGross BaseRent in Year ofExpiration |           | PartnershipShare ofAnnualizedGross
BaseRent in Year ofExpiration(1) |   | Percentageof TotalSquareFeetExpiring |  |       | Percentageof TotalAnnualizedBase Rent inYear ofExpiration | 
|2008(2)                |  | 2                      |  | 93,345             |  | $                                             | 1,273,618 |                                                                     | $ | 111,951                              |  | 34.0  | %                                                         |  | 46.0  | %
|2009(3)                |  | 2                      |  | 166,674            |  |                                               | 1,179,810 |                                                                     |   | 106,852                              |  | 60.7  |                                                           |  | 42.7  |  
|2010(4)                |  | 2                      |  | 5,211              |  |                                               | 107,976   |                                                                     |   | 9,491                                |  | 1.9   |                                                           |  | 3.9   |  
|2011(5)                |  | 1                      |  | 4,832              |  |                                               | 106,304   |                                                                     |   | 9,344                                |  | 1.8   |                                                           |  | 3.8   |  
|2012(6)                |  | 1                      |  | 4,364              |  |                                               | 96,008    |                                                                     |   | 8,439                                |  | 1.6   |                                                           |  | 3.5   |  
|2013(7)                |  | 1                      |  | 0                  |  |                                               | 2,400     |                                                                     |   | 211                                  |  | 0.0   |                                                           |  | 0.1   |  
|                       |  |                        |  |                    |  |                                               |           |                                                                     |   |                                      |  |       |                                                           |  |       |  
|                       |  | 9                      |  | 274,426            |  | $                                             | 2,766,116 |                                                                     | $ | 246,288                              |  | 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) | Expiration of Avaya lease (approximately 57,200 square fee) and GAIAM, Inc. lease at the
360 Interlocken Building (approximately 36,200 square feet).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Expiration of Iomega lease (approximately 108,300 square feet) and TCI International, Inc.
lease at 47320 Kato Road Building (approximately 58,400 square feet).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Casey Family Programs lease at the 360 Interlocken Building (approximately 2,900 square
feet) and Ayres Associates, Inc. lease at the 360 Interlocken Building (approximately 2,300 square feet).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Culver Financial lease at the 360 Interlocken Building (approximately 4,800 square feet).
| | --- | -----------------------------------------------------------------------------------------



| | (6) | Lighthouse Financial lease at the 360 Interlocken Building (approximately 4,400 square
feet).
| | --- | ---------------------------------------------------------------------------------------------



| | (7) | Expiration of TCG Colorado ground lease at the 360 Interlocken Building.
| | --- | ------------------------------------------------------------------------

Property Descriptions

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

Fund IX-X-XI-REIT
Associates

In March 1997, Wells Real Estate Fund IX, L.P. and Wells Real Estate Fund X, L.P. entered into a joint venture known as
Fund IX and Fund X Associates (Fund IX-X Associates), which was subsequently renamed as Fund IX-X-XI-REIT Associates upon the admission of the Partnership and Wells OP as joint venture partners on June 11, 1998.

Prior to amending and restating the joint venture agreement, Fund IX-X Associates acquired and owned the following three properties: (i) the Alstom
Power  Knoxville Building; (ii) 1315 West Century Drive; and (iii) the 360 Interlocken Building. On June 24, 1998, Fund IX-X-XI-REIT Associates purchased the Avaya Building, a one-story office building. On
July 1, 1998, Wells Real Estate Fund X, L.P. transferred and contributed the Iomega Building, a single-story warehouse and office building including approximately 108,000 rentable square feet, to Fund IX-X-XI-REIT Associates, as a
capital contribution.



Page 19



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##### Index to Financial Statements

As of December 31, 2005, Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., the Partnership, and Wells
OP held equity interests of approximately 39%, 48%, 9%, and 4%, respectively, in the following properties based on their respective cumulative capital contributions to Fund IX-X-XI-REIT Associates:

Alstom Power  Knoxville Building

In
March 1997, Fund IX-X Associates began construction of the Alstom Power  Knoxville Building, a three-story office building comprised of approximately 84,000 rentable square feet located on a 5.62-acre tract of real property in
Knoxville, Tennessee.

The entire rentable area of the Alstom Power  Knoxville Building was leased to Alstom Power, Inc., which commenced in December
1998 and was set to expire on October 31, 2014.

On March 15, 2005, Fund IX-X-XI-REIT Associates sold the Alstom Power  Knoxville Building
to an unrelated third party for a gross sale price of $12,000,000. As a result of the sale of the Alstom Power  Knoxville Building, the Partnership received net sale proceeds of approximately $1,024,000 and was allocated a gain of
approximately $442,000.

360 Interlocken Building

On March 20, 1998 Fund IX-X Associates acquired the 360 Interlocken Building, a three-story multi-tenant office building containing approximately 52,000 rentable square feet located on a 5.1-acre tract of land in
Broomfield County, Colorado.

One major tenant, GAIAM, Inc. (GAIAM), currently occupies approximately 36,000 square feet (or 70% of the
building). In 2004, GAIAM signed a three-year lease extension through May 31, 2008. Beginning June 1, 2004, the annual base rent for the GAIAM lease is approximately $588,000 per year through May 31, 2006. Beginning on June 1,
2006, the annual base rent increases to approximately $615,000 through May 31, 2007. Beginning on June 1, 2007, annual base rent increases to approximately $651,000 through the term of the lease.

An additional 27% of the building is leased to four tenants: Culver Financial (4,832 square feet, expiring February 2011), Lighthouse Financial, LLC (4,364 square feet,
expiring July 2012), Casey Family Programs (2,910 square feet, expiring May 2010), and Ayres Associates, Inc. (2,301 square feet, expiring August 2010). Currently, Wells Management is actively pursuing prospective tenants to lease the remaining
vacant space at the 360 Interlocken Building, which encompasses approximately 3% of the premises.

All tenants in the 360 Interlocken Building are
responsible for paying a pro-rata share of the increases in taxes, utilities, insurance, and other operating costs over a base year as defined in their respective leases.

Avaya Building

On June 24, 1998, Fund
IX-X-XI-REIT Associates acquired the Avaya Building from Wells Development Corporation, an affiliate of the General Partners. The Avaya Building is a one-story office building containing approximately 57,000 net rentable square feet on 5.3 acres of
land.

Avaya, Inc. (Avaya) occupies the entire Avaya Building under the initial lease term of ten years, which commenced January 5, 1998
and expires January 31, 2008. The annual base rent payable is approximately $623,000 for the remainder of the lease term. In addition to base rent, Avaya is required to reimburse the landlord for certain insurance expenses. Avaya has the option
to extend the initial term for two additional five-year periods. The annual base rent payable for each extended term will be assessed at the respective currently prevailing market rental rates.



Page 20



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##### Index to Financial Statements

Iomega Building

On July 1, 1998, Wells Real Estate Fund X, L.P. transferred and contributed the Iomega Building, a single-story warehouse and office building including approximately 108,000 rentable square feet located in Ogden,
Utah, to Fund IX-X-XI-REIT Associates. The building is 100% occupied by Iomega Corporation. On March 22, 1999, Fund IX-X-XI-REIT Associates purchased a four-acre tract of vacant land adjacent to the Iomega Building. Wells Real Estate Fund IX,
L.P. funded this acquisition and related land improvement costs and, accordingly, was credited as a capital contribution to Fund IX-X-XI-REIT Associates. This site was developed into an additional parking and loading-dock area, including 400 new
parking stalls, and was completed in July 1999.

Iomega Corporation has extended its lease term through April 30, 2009 and, in connection
therewith, will pay annual base rent of approximately $589,000, plus an additional annual base rent of approximately $114,000 related to the parking lot area. The lease is an economic triple-net lease, whereby the terms require the tenant to pay or
to reimburse the landlord for all operating expenses.

1315 West Century Drive

On February 13, 1998, Fund IX-X Associates acquired 1315 West Century Drive, a two-story office building with approximately 107,000 rentable square feet located on a
15-acre tract of land located in Louisville, Colorado.

The entire rentable area of 1315 West Century Drive was under a lease with Ohmeda, Inc.
(Ohmeda) through April 30, 2005. After fulfilling the terms of the lease, Ohmeda vacated the building, and it currently remains unoccupied. We are aggressively pursuing leasing opportunities for this asset.

Fund X-XI Associates

Fund X-XI Associates was formed on
July 15, 1998 for the purposes of acquiring, developing, operating, and selling real properties. As of December 31, 2005, Wells Real Estate Fund X, L.P. and the Partnership owned equity interests of approximately 58% and 42%, respectively,
in Fund X-XI Associates based on their respective cumulative capital contributions thereto.

Wells/Orange County Associates

On July 27, 1998, Wells OP entered into a joint venture agreement with Wells Development Corporation, referred to as Wells/Orange County Associates, which developed
a 52,000-square-foot warehouse and office building, the Cort Building, located in Fountain Valley, California. On July 30, 1998, Fund X-XI Associates acquired Wells Development Corporations interest in Wells/Orange County Associates.

Cort Building

On
September 11, 2003, Wells/Orange County Associates sold the Cort Building to an unrelated third party for a gross sales price of $5,770,000. As a result of the sale, the Partnership received net sale proceeds of approximately $1,316,000 and was
allocated a loss of approximately $90,000.

Wells/Fremont Associates

On July 15, 1998, Wells OP entered into a joint venture agreement with Wells Development Corporation, referred to as Wells/Fremont Associates, which developed an approximately 58,000-square-foot, two-story
manufacturing and office building, 47320 Kato Road, located in Fremont, California. On October 8, 1998, Fund X-XI Associates acquired Wells Development Corporations interest in Wells/Fremont Associates.



Page 21



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##### Index to Financial Statements

47320 Kato Road

The 47320 Kato Road building is 100% leased to one tenant, TCI International, Inc. (TCI), under a five-year lease term, which commenced on December 1, 2004 and expires on November 30, 2009. Under
the lease, annual base rent of approximately $435,000 is payable through November 30, 2006. Beginning December 1, 2006, base rent will increase by approximately $14,000 annually through the end of the lease term.

Fund XI-XII-REIT Associates

On June 21, 1999, the Wells Fund
XI-REIT Joint Venture (Fund XI-REIT Associates), a joint venture between the Partnership and Wells OP, was amended and restated to admit Wells Real Estate Fund XII, L.P. and became known as Fund XI-XII-REIT
Associates. During the periods presented, the Partnership, Wells Real Estate Fund XII, L.P., and Wells OP owned equity interests of approximately 26%, 17%, and 57%, respectively, in the following properties based on their respective cumulative
capital contributions to Fund XI-XII-REIT Associates:

111 Southchase Boulevard

On May 18, 1999, Fund XI-XII-REIT Associates purchased 111 Southchase Boulevard, a manufacturing and office building located in Fountain Inn, South Carolina. 111
Southchase Boulevard is a manufacturing building including approximately 169,000 rentable square feet, comprised of approximately 141,000 square feet of manufacturing space, 25,000 square feet of two-story office space, and 3,000 square feet of
cafeteria/training space.

The entire rentable area of 111 Southchase Boulevard was under a lease with EYBL CarTex, Inc. for an initial term of ten years,
which commenced on March 1, 1998 and was to expire on February 29, 2008. EYBL CarTex, Inc., the sole tenant of 111 Southchase Boulevard, did not fulfill the terms of its lease and vacated the building in November 2002.

20/20 Building

On July 2, 1999, the
Fund XI-XII-REIT Associates acquired the 20/20 Building, a three-story office building including approximately 69,000 rentable square feet on a 7.12-acre tract of land located in Leawood, Kansas.

The entire rentable area of the 20/20 Building was under a lease with Sprint Communications, Inc. (Sprint) for an initial term of ten years, which
commenced on May 19, 1997 and was to expire on May 18, 2007. Sprint, the sole tenant of the 20/20 Building, exercised an early lease termination and vacated the building in May 2004. Under the terms of the lease, Sprint paid Fund
XI-XII-REIT Associates approximately $450,000 in early lease termination fees.

Johnson Matthey Building

On August 17, 1999, Fund XI-XII-REIT Associates acquired the Johnson Matthey Building, an office and warehouse building including approximately 130,000 square feet
located in Wayne, Pennsylvania. The Johnson Matthey Building was first constructed in 1973 as a multi-tenant facility and was subsequently converted into a single-tenant facility in 1998.

The entire rentable area of the Johnson Matthey Building was leased to Johnson Matthey, which commenced on July 1, 1998 and was to expire on June 30, 2007.

On October 5, 2004, the Fund XI-XII-REIT Associates sold the Johnson Matthey Building to the sole tenant, Johnson Matthey, Inc., for a gross sale
price of $10,000,000. As a result of the sale of the Johnson Matthey Building, the Partnership received net sale proceeds of approximately $2,530,000 and was allocated a gain of approximately $632,000.



Page 22



---

##### Index to Financial Statements

Gartner Building

On September 20, 1999, Fund XI-XII-REIT Associates acquired the Gartner Building, a two-story office building with approximately 62,400 rentable square feet on a 4.9-acre tract of land located in Fort Myers,
Florida.

The entire rentable area of the Gartner Building was leased to Gartner, Inc., which commenced on February 1, 1998 and was set to expire on
January 31, 2013.

On April 13, 2005, the Fund XI-XII-REIT Associates sold the Gartner Building to an unrelated third party for a gross sale
price of approximately $12,520,000. As a result of the sale of the Gartner Building, the Partnership received net sale proceeds of approximately $3,241,000 and was allocated a gain of approximately $1,172,000.



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

From time to time, we are party to legal
proceedings which arise in the ordinary course of our business. We are not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on information currently available, have a materially adverse
impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us. In addition, no legal proceeds were terminated during the fourth quarter of 2005.



|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 2005.



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, 2006, 1,420,174 Class A Units and 233,106 Class B Units held by a total of 1,236 and 80 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 at their discretion.

Unit Valuation

Because fiduciaries of retirement plans subject to the Employee Retirement Income Security Act (ERISA) and the
Individual Retirement Account (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.

Utilizing the foregoing methodology and based upon market conditions existing in early December 2005, the General Partners have
estimated the Partnerships unit valuations, based upon their estimates of property values as of December 31, 2005, to be approximately $4.05 per Class A Unit and $3.75 per Class B Unit, based upon market conditions existing in early
December 2005. These estimates should not be viewed as an accurate reflection of the value of the limited partners units, what limited partners might be able to sell their units for, or the fair market value of the Partnerships
properties, nor do they necessarily represent the amount of net proceeds limited partners would receive if the Partnerships properties were sold and the proceeds 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 which 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 once the Partnership begins 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 $3.26 per Class A Unit and $8.11 per Class B 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 Class A Units (and limited partners holding Class B Units that have elected a conversion right that allows them to share in the distribution rights of limited partners
holding Class A Units) until they have received an amount equal to 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 Class A Units and the General Partners on a basis of 90% and 10%, respectively.

Operating cash distributions made to limited partners holding Class A Units during 2004 and 2005 are summarized below:



|                                          |  |                                 |         |                   |   |                  |  |   |      |  |   |     
|----------------------------------------- |  | ------------------------------- | ------- | ----------------- | - | ---------------- |  | - | ---- |  | - | ----
|Operating Distributions for Quarter
Ended |  | TotalOperating Cash Distributed |         | Per Class A Unit  |   | General Partners
|                                          |  | Investment Income               |         | Return of Capital |  
|March 31, 2004                            |  | $                               | 0       |                   | $ | 0.00             |  | $ | 0.00 |  | $ | 0.00
|June 30, 2004                             |  | $                               | 225,388 |                   | $ | 0.16             |  | $ | 0.00 |  | $ | 0.00
|September 30, 2004                        |  | $                               | 69,350  |                   | $ | 0.05             |  | $ | 0.00 |  | $ | 0.00
|December 31, 2004                         |  | $                               | 0       |                   | $ | 0.00             |  | $ | 0.00 |  | $ | 0.00
|March 31, 2005                            |  | $                               | 69,332  |                   | $ | 0.05             |  | $ | 0.00 |  | $ | 0.00
|June 30, 2005                             |  | $                               | 0       |                   | $ | 0.00             |  | $ | 0.00 |  | $ | 0.00
|September 30, 2005                        |  | $                               | 0       |                   | $ | 0.00             |  | $ | 0.00 |  | $ | 0.00
|December 31, 2005                         |  | $                               | 0       |                   | $ | 0.00             |  | $ | 0.00 |  | $ | 0.00

No operating cash distributions were paid to holders of Class B Units or the General Partners in 2005 or 2004.



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, 2005, 2004, 2003, 2002, and 2001 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.



|                                                                                            |  |      |           |   |      |   |            |  |   |            |   |  |      |            |   |  |   |            |  
|------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------- |  | - | ---------- | - |  | ---- | ---------- | - |  | - | ---------- | -
|                                                                                            |  | 2005 |           |   | 2004 |   | 2003       |  |   | 2002       |   |  | 2001 |           
|Total assets                                                                                |  | $    | 7,555,728 |   |      | $ | 12,882,509 |  | $ | 12,441,848 |   |  | $    | 13,081,560 |   |  | $ | 13,644,230 |  
|Equity in income of Joint Ventures                                                          |  | $    | 1,555,813 |   |      | $ | 1,073,182  |  | $ | 557,937    |   |  | $    | 837,509    |   |  | $ | 959,631    |  
|Net income                                                                                  |  | $    | 1,495,344 |   |      | $ | 938,143    |  | $ | 445,529    |   |  | $    | 746,815    |   |  | $ | 870,350    |  
|Net loss allocated to General Partners                                                      |  | $    | 0         |   |      | $ | 0          |  | $ | 0          |   |  | $    | 0          |   |  | $ | 0          |  
|Net income (loss) allocated to Limited Partners:                                            |  |      |           |   |      |   |            |  |   |            |   |  |      |            |   |  |   |            |  
|Class A                                                                                     |  | $    | (172,177  | ) |      | $ | 759,499    |  | $ | 999,612    |   |  | $    | 1,239,219  |   |  | $ | 1,361,828  |  
|Class B                                                                                     |  | $    | 1,668,121 |   |      | $ | 178,644    |  | $ | (554,083   | ) |  | $    | (492,404   | ) |  | $ | (491,478   | )
|Net income (loss) per weighted-average Limited Partner Unit                                 |  |      |           |   |      |   |            |  |   |            |   |  |      |            |   |  |   |            |  
|Class A                                                                                     |  | $    | (0.12     | ) |      | $ | 0.55       |  | $ | 0.72       |   |  | $    | 0.91       |   |  | $ | 1.01       |  
|Class B                                                                                     |  | $    | 6.90      |   |      | $ | 0.67       |  | $ | (2.05      | ) |  | $    | (1.68      | ) |  | $ | (1.58      | )
|Operating cash distribution to investors per weighted-average Class A Limited Partner Unit: |  |      |           |   |      |   |            |  |   |            |   |  |      |            |   |  |   |            |  
|Investment income                                                                           |  | $    | 0.05      |   |      | $ | 0.21       |  | $ | 0.72       |   |  | $    | 0.94       |   |  | $ | 0.98       |  
|Return of capital                                                                           |  | $    | 0.00      |   |      | $ | 0.00       |  | $ | 0.00       |   |  | $    | 0.00       |   |  | $ | 0.00       |  
|Operating cash distribution to investors per weighted-average Class B 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:                |  |      |           |   |      |   |            |  |   |            |   |  |      |            |   |  |   |            |  
|Class A                                                                                     |  | $    | 3.45      |   |      | $ | 0.00       |  | $ | 0.00       |   |  | $    | 0.00       |   |  | $ | 0.00       |  
|Class B                                                                                     |  | $    | 8.01      |   |      | $ | 0.00       |  | $ | 0.00       |   |  | $    | 0.00       |   |  | $ | 0.00       |  



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL AND CONDITION 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 originally owned interests in eleven properties, of which four properties have been sold as of December 31, 2005. Our focus at this time involves increasing the current occupancy level within the portfolio and
concentrating on re-leasing and marketing efforts that we believe will deliver the best operating performance for our limited partners.

We have seen a
number of positive events in 2005. The Alstom Power  Knoxville Building was sold for a gross sales price of $12,000,000, which was well above the original purchase price. The Gartner Building was sold as part of a larger portfolio sale, and
this transaction also reflected an increase over the initial purchase price. We completed distributions of net sale proceeds to the limited partners of approximately $2,300,000 in May 2005 and approximately $4,500,000 in November 2005. We have
returned, or announced plans to return, total net sale proceeds of approximately $6,800,000 to the limited partners from original gross capital contributions of approximately $16,533,000.



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##### Index to Financial Statements

The weighted-average occupancy for the portfolio has fallen to approximately 25% as a result of holding interests in
three vacant properties and selling of two well-leased assets in 2005. We are facing some near-term leasing issues that may negatively impact our future operating performance. While these leasing challenges may impact performance, we are working
aggressively with potential tenants in these markets to minimize negative financial effects.

The fourth quarter 2005 operating distributions to limited
partners were reserved due to the number of vacancies in the portfolio and the reduced cash flow resulting from property sales. We anticipate that operating distributions will be reserved or remain low in the near term due to various issues,
including anticipated re-leasing costs for the 20/20 Building, 111 Southchase Boulevard, and 1315 West Century Drive; and funding other anticipated capital improvements for 47320 Kato Road and the 20/20 Building. Once the details
surrounding the extent of the capital requirements become known, we will evaluate if further distributions of the net sale proceeds from the property sales would be appropriate.

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 the limited partners by negotiating long-term leases at market rental rates while attempting to minimize down time,
re-leasing expenditures, ongoing property level costs, and portfolio costs. As we move into the positioning-for-sale and disposition and liquidation phases, our attention will shift to locating suitable buyers, negotiating purchase-sale contracts
that will attempt to maximize the total return to the limited partners and minimize contingencies and our post-closing involvement with the buyer.

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



| |  |  | The Cort Building was sold on September 11, 2003.
| | - |  | -------------------------------------------------



| |  |  | The Johnson Matthey Building was sold on October 5, 2004.
| | - |  | ---------------------------------------------------------



| |  |  | The Alstom Power  Knoxville Building sold on March 15, 2005.
| | - |  | -------------------------------------------------------------



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



| |  |  | The 360 Interlocken Building is located in the Broomfield submarket of Denver, Colorado. The majority of this building is leased to GAIAM, Inc. through May 2008, now that we have
successfully extended its lease for three years. We signed a new lease in the second quarter that increased the building occupancy to 97%. We also continue to pursue tenants for the remaining vacancy at this property.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Avaya Building in Oklahoma City, Oklahoma, is 100% leased through January 2008.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | The Iomega Building, located in Ogden, Utah, outside Salt Lake City, is 100% leased through April 2009.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | The 1315 West Century Drive property is located in Louisville, Colorado, adjacent to the Broomfield submarket. The lease for this property expired in April 2005, and this property
is currently vacant. We are aggressively pursuing leasing opportunities for this property.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 47320 Kato Road building, located in Fremont, California, in the Silicon Valley area, is 100% leased through November 2009.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 111 Southchase Boulevard property, located in Fountain Inn, South Carolina, is currently vacant. We are currently pursuing a number of market opportunities for this property.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 20/20 Building, located in Leawood, Kansas, is currently vacant. We have engaged our local leasing team and are marketing this property aggressively for lease.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

Industry Factors

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

General Economic Conditions and Real Estate
Market Commentary

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

The U.S.
economy experienced a moderate rate of growth at the end of 2005. Actual gross domestic product (GDP) grew at an annual rate of 1.1% for the fourth quarter of 2005, which declined from an annual growth rate of 4.1% for the third quarter
of 2005. The decline in the rate of economic growth for the fourth quarter of 2005 is primarily attributable to corresponding declines in consumer and federal government spending and net exports. Annual GDP growth is projected to remain in the range
of 3% during 2006. The economy is anticipated to grow at a slower pace during 2006 due to rising energy prices and growing trade deficits. However, the rate of job growth relative to the labor force is expected to continue to improve in 2006,
partially due to a shrinking labor force.

The U.S. office real estate market has shown some improvement over the past two years. The
continued improvement of the overall economy is having a positive impact on office real estate fundamentals in certain markets. Office employment has grown moderately over the last year, and the pace is anticipated to accelerate in future years. The
source of the future growth is projected to come predominately from the service sector. The U.S. office vacancy rate declined from approximately 14.1% for the third quarter of 2005 to approximately 13.6% for the fourth quarter of 2005. Positive
absorption and low levels of new construction are projected to lead to a further reduction in vacancy in 2006. Increased tenant demand and steady absorption is expected to continue to contribute to positive rental rate growth in certain markets.
Many markets are expected to move from the recovery cycle to the expansion cycle during 2006. The strength of office real estate market fundamentals will vary by location, as market conditions and real estate fundamentals differ based on
geographical region, metropolitan area, and submarket.

The real estate capital transactions market remains relatively healthy and
exceedingly liquid. The national transaction volume has grown at an average annual rate of over 50% during the past two years. Capitalization rates (Cap rates), or required first-year returns on real estate investments, remain low and we
believe are likely to remain flat through 2006. The spread between average cap rates and 10-year U.S. Treasuries remained relatively stable in 2005. We believe that, absent a significant movement in interest rates or a significant decrease in
capital flows into the real estate market, cap rates will remain at or near their current levels.

Impact of Economic Conditions to the
Partnership

While some of the market conditions noted above may indicate an expected increase in rental rates, the extent to which
we may benefit from this growth is dependent upon the contractual rental rates currently provided in existing leases at the properties in which we own an interest. Specifically, in instances where leases were executed at a
time when the market demanded higher rental rates as compared to today, new leasing activities could actually result in a decrease in future rental rates.

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

Real estate funds, such as the
Partnership, that contain properties with current vacancies or near-term tenant rollover may still face a challenging leasing environment. The properties within these funds will generally face lower rents and higher concession packages to the
tenants in order to re-lease vacant space.

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.



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##### Index to Financial Statements

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 Class A limited partners and, unless reserved, are generally paid quarterly. As a result, the
ongoing monitoring of our cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more of our core markets could adversely impact the ability of our tenants to honor lease
payments and our ability to re-lease space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs could be adversely
affected.

Short-Term Liquidity

During the year ended
December 31, 2005, we generated net operating cash flows, including distributions received from the Joint Ventures, of approximately $181,000, as compared to approximately $780,000 and $1,048,000 for the years ended December 31, 2004 and
2003, respectively. 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. During 2005, a portion of such operating cash flows were used to pay operating distributions to limited partners and to invest in the Joint Ventures in order to fund the Partnerships pro-rata share of leasing costs and capital
improvements for the 360 Interlocken Building and 47320 Kato Road.

Operating distributions from the Joint Ventures have declined primarily due to a
reduction in rental revenues as a result of (i) a reduction in cash flows resulting from the sales of the Johnson Matthey Building in October 2004, the Alstom Power  Knoxville Building in March 2005, and the Gartner Building in April
2005, (ii) the lease termination for the sole tenant of the 20/20 Building in May 2004, and (iii) the expiration of the lease of the sole tenant of 1315 West Century Drive in April 2005. Future operating distributions are expected to
remain low or be reserved as a result of (i) lower operating cash flow due to the aforementioned property sales, and (ii) funding anticipated capital improvements and re-leasing costs for 1315 West Century Drive, 47320 Kato Road, the 20/20
Building, and 111 Southchase Boulevard.

During the year ended December 31, 2005, we also received net proceeds of approximately $4.3 million from the
sales of the Alstom Power  Knoxville Building and the Gartner Building and made two distributions of net sale proceeds to limited partners totaling approximately $6.8 million.

We believe that the cash on hand and distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $70,000 as of December 31, 2005. During
2006, our General Partners anticipate that the Partnership will be able to fund its proportionate share of capital expenditures noted above.

Long-Term
Liquidity

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



Page 29



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##### Index to Financial Statements

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 capital contributions. 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 pre-leased to creditworthy
tenants on an all-cash basis through joint ventures with affiliated partnerships.

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

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

As of December 31, 2005, we had received, used, distributed, and held net proceeds allocated to the Partnership from the sale of properties as presented below:



|                                                      |  |              |            |                                       |    |         |                                           |   |                     |  |                                                             |   |                                                    |   |  |   |           |  |   |          
|----------------------------------------------------- |  | ------------ | ---------- | ------------------------------------- | -- | ------- | ----------------------------------------- | - | ------------------- |  | ----------------------------------------------------------- | - | -------------------------------------------------- | - |  | - | --------- |  | - | ---------
|Property Sold                                         |  | Net Proceeds |            | Partnerships Approximate Ownership % |    |         | Net Proceeds Allocated to the Partnership |   | Use of Net Proceeds |  | Net Proceeds Distributed toPartners as of December 31, 2005 |   | Undistributed Net Proceeds as of December 31, 2005
|                                                      |  |              |            | Amount                                |    | Purpose |                                           |  
|                                                      |  |              |            |                                       |    |         |                                          
|Cort Building(sold in 2003)                           |  | $            | 5,563,403  |                                       | 24 | %       |                                           | $ | 1,315,906           |  | $                                                           | 0 |                                                    |  |  | $ | 1,315,906 |  | $ | 0        
|                                                      |  |              |            |                                       |    |         |                                          
|Johnson Matthey Building(sold in 2004)                |  |              | 9,675,000  |                                       | 26 | %       |                                           |   | 2,529,819           |  |                                                             | 0 |                                                    |  |  |   | 2,529,819 |  |   | 0        
|                                                      |  |              |            |                                       |    |         |                                          
|Alstom Power  Knoxville Building(sold in March 2005) |  |              | 11,646,089 |                                       | 9  | %       |                                           |   | 1,023,528           |  |                                                             | 0 |                                                    |  |  |   | 1,023,528 |  |   | 0        
|                                                      |  |              |            |                                       |    |         |                                          
|Gartner Building(sold in April 2005)                  |  | $            | 12,396,859 |                                       | 26 | %       |                                           |   | 3,241,531           |  |                                                             | 0 |                                                    |  |  |   | 1,930,747 |  |   | 1,310,784
|                                                      |  |              |            |                                       |    |         |                                           |   |                     |  |                                                             |   |                                                    |   |  |   |           |  |   |          
|                                                      |  |              |            |                                       |    |         |                                          
|Total                                                 |  |              |            |                                       |    |         |                                           | $ | 8,110,784           |  | $                                                           | 0 |                                                    |   |  | $ | 6,800,000 |  | $ | 1,310,784
|                                                      |  |              |            |                                       |    |         |                                           |   |                     |  |                                                             |   |                                                    |   |  |   |           |  |   |          

Upon evaluating the capital needs of the properties in which we currently hold an interest, our General Partners
have determined that the substantial majority of the undistributed net sale proceeds above will be required to fund the Partnerships pro-rata share of the costs anticipated in connection with capital improvements and re-leasing costs for 1315
West Century Drive, 47320 Kato Road, the 20/20 Building, and 111 Southchase Boulevard.

Results of Operations

Comparison of the year ended December 31, 2005 vs. the year ended December 31, 2004

Equity in Income of Joint Ventures

Equity
in income of Joint Ventures was $1,553,813 and $1,073,182 for the years ended December 31, 2005 and 2004, respectively. The 2005 increase in equity in income of Joint Ventures is primarily attributable to (i) the



Page 30



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##### Index to Financial Statements

gains recognized on the sales of the Alstom Power  Knoxville Building in the first quarter of 2005 and the Gartner Building in the second quarter of
2005, (ii) a reduction in depreciation expense as a result of changing the estimated weighted-average composite useful life from 25 years to 40 years for all buildings owned through the Joint Ventures effective July 1, 2004, partially
offset by (iii) the gain recognized on the sale of the Johnson Matthey Building in the fourth quarter of 2004, (iv) a reduction in operating income due to the sales of the aforementioned properties, and (v) the recognition of an early
lease termination fee from Sprint, the sole tenant of the 20/20 Building, effective in May 2004. We expect future equity in income of Joint Ventures to decrease as a result of a reduction in operating income resulting from (i) the sales of the
Alstom Power  Knoxville Building and the Gartner Building, and (ii) the expiration of the lease of the sole tenant of 1315 West Century Drive.

Expenses

Total expenses were $200,956 and $148,663 for the years ended December 31, 2005 and 2004, respectively. The
increase is primarily attributable to increases in administrative salaries, accounting fees, legal fees, and printing costs, all of which have occurred in association with increased reporting and regulatory requirements. We anticipate additional
increases related to implementing and adhering to such reporting and regulatory requirements on a going-forward basis.

Interest and Other Income

Interest and other income was $142,487 and $13,624 for the years ended December 31, 2005 and 2004, respectively.
The increase is a result of (i) an increase in the average amount of net sale proceeds held during the respective periods as a result of the sale of the Alstom Power  Knoxville Building in March 2005 and the Gartner Building in April
2005, and (ii) an increase in the daily interest yield, partially offset by (iii) the distribution of net sale proceeds in November 2005. Future levels of interest income will be largely dependent upon the timing of future dispositions and
net sale proceeds distributions to the investors.

Comparison of the year ended December 31, 2004 vs. the year ended December 31, 2003

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $1,073,182 and $557,937 for the years ended December 31, 2004 and 2003, respectively. The 2004 increase in equity in income of Joint Ventures is primarily attributable to
(i) the gain recognized on the sale of the Johnson Matthey Building in the fourth quarter of 2004, (ii) the loss recognized on the sale of the Cort Building in the third quarter of 2003, and (iii) a reduction in depreciation expense
as a result of changing the estimated weighted-average composite useful life from 25 years to 40 years for all buildings owned through the Joint Ventures effective July 1, 2004, partially offset by (iv) a decrease in operating income
generated by Fund XI-XII-REIT Associates, as a result of the sole tenant of the 20/20 Building, Sprint, vacating this property in May 2004, and (v) a reduction in operating income due to the sale of the Cort Building.

Expenses

Total expenses were $148,663 and
$114,335 for the years ended December 31, 2004 and 2003, respectively. The increase is primarily attributable to increases in administrative salaries, accounting fees, legal fees, and printing costs, all of which have occurred in association
with increased reporting and regulatory requirements.

Interest and Other Income

Interest and other income was $13,624 and $1,927 for the years ended December 31, 2004 and 2003, respectively. The increase is a result of an increase in the average
amount of net sale proceeds held during the respective periods as a result of the September 2003 sale of the Cort Building.

Inflation

We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our
tenant leases that would protect us from the impact of



Page 31



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##### Index to Financial Statements

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 generally accepted accounting principles in the United States (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 used by the Partnership and the Joint Ventures, which are considered to be critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Investment in Real Estate Assets

We will be required to make
subjective assessments as to the useful lives of its depreciable assets. We will consider the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. We expect that the
estimated useful lives of the Joint Ventures assets by class are provided below:



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

Effective July 1, 2004, the Joint Ventures extended the weighted-average composite useful life for all
building assets from 25 years to 40 years. We believe that this change more appropriately reflects the estimated useful lives of real estate assets and is consistent with prevailing industry practice. In the event that the Joint Ventures utilize
inappropriate useful lives or methods of depreciation, our net income would be misstated. The change resulted in an increase to net income of approximately $103,674 for the year ended December 31, 2004.

Valuation of Real Estate Assets

We continually monitor events and
changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest, either directly or through investments in the Joint Ventures, may not be recoverable. When indicators of
potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the real estate
assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value,
management adjusts the real estate assets to the fair value, as defined by Statement of Financial Accounting Standard No. 144, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent
upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined
that there has been no impairment in the carrying value of any of the real estate assets held by the Partnership at December 31, 2005.



Page 32



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##### Index to Financial Statements

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

Related-Party Transactions and Agreements

We have entered into agreements with Wells Capital and its affiliates, whereby we pay certain fees or reimbursements to Wells Capital and Wells Management, or their affiliates, for property management and leasing
services and reimbursement of operating costs. 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.



|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 our independent registered public accountants during the years ended December 31, 2005 or 2004.



|ITEM 9A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

We carried out an evaluation, under the
supervision and with the participation of management of Wells Capital, the corporate general partner of 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 defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal
Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in providing a reasonable level of assurance that 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 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.

There were no significant changes in our internal control over financial reporting during the quarter ended December 31, 2005 that have materially
affected, or are likely to materially affect, our internal control over financial reporting.



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

For the quarter ended December 31, 2005,
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. | GENERAL PARTNERS OF THE PARTNERSHIP.
|-------- | ------------------------------------

Wells Partners

The sole general partner of Wells Partners, one of our General Partners, is Wells Capital, a Georgia corporation. The executive offices of Wells
Capital are located at 6200 The Corners Parkway, Norcross, Georgia 30092. Wells Capital was organized on April 18, 1984 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) and as the advisor to the Wells Real Estate Investment Trust, Inc. and Wells Real Estate Investment Trust II, Inc. (Wells
REITs), each a Maryland corporation which qualifies 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 Wells Real Estate Funds, Inc., of which Leo F. Wells, III is the sole stockholder.

Leo F. Wells, III

Mr. Wells, 62, who serves as one of our General Partners, is the president, treasurer, and sole director
of Wells Capital, which is the corporate general partner of our other General Partner. He is also the sole stockholder, president, and sole director of Wells Real Estate Funds, Inc., 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 & 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, Inc. and Wells Real Estate Investment Trust II, Inc., which are both real estate investment trusts formed under Maryland law.

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

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

In 2001 and 2002, WIS sponsored conferences attended by registered representatives who sold its real
estate investment products. WIS also paid for certain expenses of guests of the registered representatives who attended the conferences. In 2001, WIS paid the costs of travel to the conference and meals for many of the guests, and paid the costs of
playing golf for some of the registered representatives and their guests. WIS later invoiced registered representatives for the cost of golf and for travel expenses of guests, but was not



Page 34



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##### Index to Financial Statements

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

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

In November 2004, a putative class action complaint, the Hendry Action, was filed against, among others, Wells Capital, Mr. Wells, and Wells Management. See Part I,
Item 1 for additional information regarding the Hendry Action.

Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely on our
review of copies of these reports furnished to us by the officers and directors of the general partner of our General Partner, we believe that the officers and directors of the general partner of our General Partner listed below did not timely file
initial Form 3 reports pursuant to Section 16(a) filing requirements (there are no individuals who own 10% of any class of equity interests in the Partnership). In addition, Leo F. Wells, III and Angeline J. Wells inadvertently failed to
report prior issuances of units on such Form 3 reports when those reports were filed with the SEC. All such issuances were subsequently reported on amended Form 3 reports.



|                         |  |        |  |                     |  |                          |  |                                
|------------------------ |  | ------ |  | ------------------- |  | ------------------------ |  | -------------------------------
|Name                     |  | Report |  | No. of Late Reports |  | No. of Late Transactions |  | Date Form Filed                
|Robert E. Bowers         |  | Form 3 |  | 1                   |  | 0                        |  | June 2, 2005                   
|Thomas F. Brittelle      |  | Form 3 |  | 1                   |  | 0                        |  | June 2, 2005                   
|Linda L. Carson          |  | Form 3 |  | 1                   |  | 0                        |  | June 2, 2005                   
|Stephen G. Franklin, Sr. |  | Form 3 |  | 1                   |  | 0                        |  | June 2, 2005                   
|Randy Fretz              |  | Form 3 |  | 1                   |  | 0                        |  | June 2, 2005                   
|Angeline J. Wells        |  | Form 3 |  | 2                   |  | 1                        |  | June 2, 2005 and March 17, 2006
|Leo F. Wells, III        |  | Form 3 |  | 2                   |  | 3                        |  | June 2, 2005 and March 17, 2006
|Douglas P. Williams      |  | Form 3 |  | 1                   |  | 0                        |  | June 2, 2005                   
|Donald A. Miller         |  | Form 3 |  | 1                   |  | 0                        |  | July 8, 2005                   

Financial Oversight Committee

The Partnership does not have a board of directors or an audit committee. Accordingly, as the corporate general partner of one of the General Partners of the Partnership, Wells Capital has established a Financial
Oversight Committee consisting of Leo F. Wells, III, as the Principal Executive Officer; Douglas P. Williams, as the Principal Financial Officer; and Randall D. Fretz, as the Senior Vice President of Wells Capital. The Financial Oversight



Page 35



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##### Index to Financial Statements

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 accountant, 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 Financial Oversight Committee has adopted a code of ethics applicable to Wells Capitals Principal Executive Officer and Principal Financial Officer, as well
as the principal accounting officer, controller or other employees of Wells Capital performing similar functions on behalf of the Partnership, if any. 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.
|-------- | ------------------------------------------------

As of
December 31, 2005, the Partnership has not made payments directly to the General Partners. 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, 2005.



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

(a) No limited partner owns 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, 2006.



|                          |  |                          |  |                                           |  |                 
|------------------------- |  | ------------------------ |  | ----------------------------------------- |  | ----------------
|Title of Class            |  | Name of Beneficial Owner |  | Amount and Nature of Beneficial Ownership |  | Percent of Class
|Limited Partnership Units |  | Leo F. Wells, III        |  | 5,131.319 Units(1)                        |  | Less than 1%    



| | (1) | Leo F. Wells, III owns 5,109.22 Class A Units through an Individual Retirement Account and 22.099 Class A Units through Wells Capital, Inc, which is a
wholly owned subsidiary of Wells Real Estate Funds, Inc.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



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

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

Interest in Partnership Cash Flow and
Net Sale 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 Class A 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 Class A Units have received a return of their adjusted capital contributions plus a 10% cumulative
return on their adjusted capital contributions and limited partners holding Class B 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 for the year ended December 31, 2005.



Page 36



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##### Index to Financial Statements

Property Management and Leasing Fees

Wells Management, an affiliate of the General Partners, receives compensation for asset management and the management and leasing of our properties owned through joint ventures equal to (a) of the gross revenues
collected monthly, 2.5% for management services and 2% for leasing services (aggregate maximum of 4.5%), plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily
charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net 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, included in equity in income of joint ventures in the accompanying statement of operations. The Partnerships share of management and
leasing fees and lease acquisition costs incurred through the Joint Ventures was $16,739, $51,266, and $70,009 for the years ended December 31, 2005, 2004, and 2003, respectively.

Real Estate Commissions

In connection with the sale of our properties, the General Partners or their affiliates may
receive commissions not exceeding the lesser of (a) 50% of the commissions customarily charged by other brokers in arms-length transactions involving comparable properties in the same geographic area or (b) 3% of the gross sales
price of the property, and provided that payments of such commissions will be made only after limited partners have received prior distributions totaling 100% of their capital contributions plus a 6% cumulative return on their adjusted capital
contributions. No real estate commissions were paid to the General Partners or affiliates for the years ended December 31, 2005, 2004, or 2003.

Administration Reimbursement

Wells Capital, the corporate general partner of Wells Partners, 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. We reimbursed Wells Capital
and Wells Management for administrative expenses of $64,001, $64,555, and $41,802 for the years ended December 31, 2005, 2004, and 2003, respectively. As of December 31, 2005 and 2004, overpayments to Wells Capital for administrative
reimbursements of $0 and $2,254 are recorded as due from affiliate in the accompanying balance sheets, respectively, which are included in partnership administration expenses in the accompanying statements of operations.



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

Preapproval Policies
and Procedures

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



Page 37



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##### Index to Financial Statements

Fees Paid to the Independent Registered Public Accountants

During the year ended December 31, 2005, Ernst & Young LLP (Ernst & Young) served as our independent registered public accountants and
provided certain tax and other services. Ernst & Young has served as our independent registered public accountants since July 3, 2002. All such fees are recognized in the period to which the services relate. A portion of such fees are
allocated to the joint ventures in which the Partnership invests. The aggregate fees billed to the Partnership for professional accounting services by Ernst & Young, including the audit of the Partnerships annual financial statements,
for the fiscal years ended December 31, 2005 and 2004, are set forth in the table below.



|                   |  |      |        |      |   |       
|------------------ |  | ---- | ------ | ---- | - | ------
|                   |  | 2005 |        | 2004
|Audit Fees         |  | $    | 28,512 |      | $ | 19,170
|Audit-Related Fees |  |      | 0      |      |   | 0     
|Tax Fees           |  |      | 24,194 |      |   | 13,201
|Other Fees         |  |      | 0      |      |   | 0     
|                   |  |      |        |      |   |       
|Total              |  | $    | 52,706 |      | $ | 32,371
|                   |  |      |        |      |   |       

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



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



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



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



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

During the fiscal years ended December 31, 2005 and 2004, 100% of the services performed by Ernst & Young
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 38



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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-50 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 39



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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 XI, L.P. (Registrant)                                                      
|               |  |  | 
|               |  |  |  | By:                                                                                                |  | WELLS PARTNERS, L.P. (General Partner)         
|               |  |  | 
|               |  |  |  | By:                                                                                                |  | WELLS CAPITAL, INC. (Corporate General Partner)
|               |  | 
|March 28, 2006 |  |  |  | /S/    LEO F. WELLS,
III                                                                          
|               |  |  |  | Leo F. Wells, III President, Principal
Executive Officer, and Sole Director of Wells Capital, Inc.
|               |  | 
|March 28, 2006 |  |  |  | /S/    DOUGLAS P.
WILLIAMS                                                                        
|               |  |  |  | Douglas P. Williams Principal Financial
Officer of Wells Capital, Inc.                            



Page 40



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.



TABLE OF CONTENTS



|                                                                                                              |  |     
|------------------------------------------------------------------------------------------------------------- |  | ----
|FINANCIAL STATEMENTS                                                                                          |  | Page
|                                                                                                              | 
|WELLS REAL ESTATE FUND XI, L.P.                                                                               |  |     
|Report of Independent Registered Public Accounting Firm                                                       |  | F-2 
|Balance Sheets as of December 31, 2005 and 2004                                                               |  | F-3 
|Statements of Operations for the Years Ended December 31, 2005, 2004, and 2003                                |  | F-4 
|Statements of Partners Capital for the Years Ended December 31, 2005, 2004, and 2003                         |  | F-5 
|Statements of Cash Flows for the Years Ended December 31, 2005, 2004, and 2003                                |  | F-6 
|Notes to Financial Statements                                                                                 |  | F-7 
|                                                                                                              | 
|THE FUND IX, FUND X, FUND XI, AND REIT JOINT VENTURE                                                          |  |     
|Report of Independent Registered Public Accounting Firm                                                       |  | F-18
|Balance Sheets as of December 31, 2005 and 2004                                                               |  | F-19
|Statements of Operations for the Years Ended December 31, 2005, 2004, and 2003                                |  | F-20
|Statements of Partners Capital for the Years Ended December 31, 2005, 2004, and 2003                         |  | F-21
|Statements of Cash Flows for the Years Ended December 31, 2005, 2004, and 2003                                |  | F-22
|Notes to Financial Statements                                                                                 |  | F-23
|Schedule III  Real Estate and Accumulated Depreciation                                                       |  | F-28
|                                                                                                              | 
|FUND X AND FUND XI ASSOCIATES                                                                                 |  |     
|Report of Independent Registered Public Accounting Firm                                                       |  | F-30
|Balance Sheets as of December 31, 2005 (unaudited) and 2004 (unaudited)                                       |  | F-31
|Statements of Operations for the Years Ended December 31, 2005 (unaudited), 2004 (unaudited), and 2003        |  | F-32
|Statements of Partners Capital for the Years Ended December 31, 2005 (unaudited), 2004 (unaudited), and 2003 |  | F-33
|Statements of Cash Flows for the Years Ended December 31, 2005 (unaudited), 2004 (unaudited), and 2003        |  | F-34
|Notes to Financial Statements                                                                                 |  | F-35
|                                                                                                              | 
|THE WELLS FUND XI-FUND XII-REIT JOINT VENTURE                                                                 |  |     
|Report of Independent Registered Public Accounting Firm                                                       |  | F-39
|Balance Sheets as of December 31, 2005 and 2004                                                               |  | F-40
|Statements of Operations for the Years Ended December 31, 2005, 2004, and 2003                                |  | F-41
|Statements of Partners Capital for the Years Ended December 31, 2005, 2004, and 2003                         |  | F-42
|Statements of Cash Flows for the Years Ended December 31, 2005, 2004, and 2003                                |  | F-43
|Notes to Financial Statements                                                                                 |  | F-44
|Schedule III  Real Estate and Accumulated Depreciation                                                       |  | F-49



Page F-1



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Real Estate Fund XI, L.P.

We have
audited the accompanying balance sheets of Wells Real Estate Fund XI, L.P. (the Partnership) as of December 31, 2005 and 2004, and the related statements of operations, partners capital, and cash flows for each of the three
years in the period ended December 31, 2005. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our 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 XI, L.P. at December 31, 2005 and 2004, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

/S/    ERNST & YOUNG LLP

Atlanta, Georgia

March 2, 2006



Page F-2



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.



BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

ASSETS



|                                                                                                                    |  |      |           |      |   |           
|------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ----------
|                                                                                                                    |  | 2005 |           | 2004
|Investment in joint ventures                                                                                        |  | $    | 6,094,820 |      | $ | 8,710,862 
|Cash and cash equivalents                                                                                           |  |      | 1,431,624 |      |   | 4,082,376 
|Due from joint ventures                                                                                             |  |      | 29,284    |      |   | 87,017    
|Due from affiliate                                                                                                  |  |      | 0         |      |   | 2,254     
|                                                                                                                    |  |      |           |      |   |           
|Total assets                                                                                                        |  | $    | 7,555,728 |      | $ | 12,882,509
|                                                                                                                    |  |      |           |      |   |           
|LIABILITIES AND PARTNERS
CAPITAL                                                                                  
|Liabilities:                                                                                                        |  |      |           |      |   |           
|Accounts payable and accrued expenses                                                                               |  | $    | 63,962    |      | $ | 20,562    
|Due to affiliates                                                                                                   |  |      | 6,137     |      |   | 2,330     
|                                                                                                                    |  |      |           |      |   |           
|Total liabilities                                                                                                   |  |      | 70,099    |      |   | 22,892    
|                                                                                                                    |  |     
|Commitments and contingencies                                                                                       |  |      | 0         |      |   | 0         
|                                                                                                                    |  |     
|Partners capital:                                                                                                  |  |      |           |      |   |           
|Limited partners:                                                                                                   |  |      |           |      |   |           
|Class A  1,420,174 units and 1,384,203 units issued and outstanding as of December 31, 2005 and 2004,
respectively |  |      | 7,485,629 |      |   | 12,517,532
|Class B  233,106 units and 269,077 units issued and outstanding as of December 31, 2005 and 2004, respectively     |  |      | 0         |      |   | 342,085   
|                                                                                                                    |  |      |           |      |   |           
|Total partners capital                                                                                             |  |      | 7,485,629 |      |   | 12,859,617
|                                                                                                                    |  |      |           |      |   |           
|Total liabilities and partners capital                                                                             |  | $    | 7,555,728 |      | $ | 12,882,509
|                                                                                                                    |  |      |           |      |   |           

See accompanying notes.



Page F-3



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                                             |  |      |           |   |      |   |           |  |   |           |  
|------------------------------------------------------------ |  | ---- | --------- | - | ---- | - | --------- |  | - | --------- | -
|                                                             |  | 2005 |           |   | 2004 |   | 2003      | 
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $    | 1,553,813 |   |      | $ | 1,073,182 |  | $ | 557,937   |  
|                                                             |  |      |          
|EXPENSES:                                                    |  |      |           |   |      |   |           |  |   |           |  
|Partnership administration                                   |  |      | 122,876   |   |      |   | 101,372   |  |   | 93,475    |  
|Legal and accounting                                         |  |      | 78,080    |   |      |   | 47,291    |  |   | 20,860    |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|Total expenses                                               |  |      | 200,956   |   |      |   | 148,663   |  |   | 114,335   |  
|                                                             |  |      |          
|INTEREST AND OTHER INCOME                                    |  |      | 142,487   |   |      |   | 13,624    |  |   | 1,927     |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|NET INCOME                                                   |  | $    | 1,495,344 |   |      | $ | 938,143   |  | $ | 445,529   |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:             |  |      |           |   |      |   |           |  |   |           |  
|CLASS A                                                      |  | $    | (172,777  | ) |      | $ | 759,499   |  | $ | 999,612   |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|CLASS B                                                      |  | $    | 1,668,121 |   |      | $ | 178,644   |  | $ | (554,083  | )
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |      |           |   |      |   |           |  |   |           |  
|CLASS A                                                      |  | $    | (0.12     | ) |      | $ | 0.55      |  | $ | 0.72      |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|CLASS B                                                      |  | $    | 6.90      |   |      | $ | 0.67      |  | $ | (2.05     | )
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |      |           |   |      |   |           |  |   |           |  
|CLASS A                                                      |  |      | 1,411,549 |   |      |   | 1,386,366 |  |   | 1,382,605 |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  
|CLASS B                                                      |  |      | 241,731   |   |      |   | 266,915   |  |   | 270,676   |  
|                                                             |  |      |           |   |      |   |           |  |   |           |  

See accompanying notes.



Page F-4



---

##### Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |        |   |            |   |  |   |   |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | ---------------- | ---------- | ----------------------- | ----- | ------- | - | ------ | - | ---------- | - |  | - | - |  | - | ---------- | -
|                                                                                                                      |  | Limited Partners |   |  | General Partners |            | Total Partners Capital |      
|                                                                                                                      |  | Class A          |   |  | Class B          |            |                         |      
|                                                                                                                      |  | Units            |   |  | Amount           |            |                         | Units |         |   | Amount |   |            |  
|BALANCE, December 31, 2002                                                                                            |  | 1,371,606        |   |  | $                | 12,091,903 |                         |       | 281,674 |   |        | $ | 681,047    |   |  | $ | 0 |  | $ | 12,772,950 |  
|                                                                                                                      |  |                  |   |  |                  |           
|Class B conversions                                                                                                   |  | 15,647           |   |  |                  | 29,775     |                         |       | (15,647 | ) |        |   | (29,775    | ) |  |   | 0 |  |   | 0          |  
|Net income (loss)                                                                                                     |  | 0                |   |  |                  | 999,612    |                         |       | 0       |   |        |   | (554,083   | ) |  |   | 0 |  |   | 445,529    |  
|Distributions of operating cash flow ($0.72 per weighted-average Class A Unit)                                        |  | 0                |   |  |                  | (1,002,267 | )                       |       | 0       |   |        |   | 0          |   |  |   | 0 |  |   | (1,002,267 | )
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |        |   |            |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2003                                                                                            |  | 1,387,253        |   |  |                  | 12,119,023 |                         |       | 266,027 |   |        |   | 97,189     |   |  |   | 0 |  |   | 12,216,212 |  
|                                                                                                                      |  |                  |   |  |                  |           
|Class A conversions                                                                                                   |  | (7,500           | ) |  |                  | (66,252    | )                       |       | 7,500   |   |        |   | 66,252     |   |  |   | 0 |  |   | 0          |  
|Class B conversions                                                                                                   |  | 4,450            |   |  |                  | 0          |                         |       | (4,450  | ) |        |   | 0          |   |  |   | 0 |  |   | 0          |  
|Net income                                                                                                            |  | 0                |   |  |                  | 759,499    |                         |       | 0       |   |        |   | 178,644    |   |  |   | 0 |  |   | 938,143    |  
|Distributions of operating cash flow ($0.21 per weighted-average Class A Unit)                                        |  | 0                |   |  |                  | (294,738   | )                       |       | 0       |   |        |   | 0          |   |  |   | 0 |  |   | (294,738   | )
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |        |   |            |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2004                                                                                            |  | 1,384,203        |   |  |                  | 12,517,532 |                         |       | 269,077 |   |        |   | 342,085    |   |  |   | 0 |  |   | 12,859,617 |  
|                                                                                                                      |  |                  |   |  |                  |           
|Class A conversions                                                                                                   |  | (2,862           | ) |  |                  | (25,878    | )                       |       | 2,862   |   |        |   | 25,878     |   |  |   | 0 |  |   | 0          |  
|Class B conversions                                                                                                   |  | 38,833           |   |  |                  | 99,407     |                         |       | (38,833 | ) |        |   | (99,407    | ) |  |   | 0 |  |   | 0          |  
|Net income (loss)                                                                                                     |  | 0                |   |  |                  | (172,777   | )                       |       | 0       |   |        |   | 1,668,121  |   |  |   | 0 |  |   | 1,495,344  |  
|Distributions of operating cash flow ($0.05 per weighted-average Class A Unit)                                        |  | 0                |   |  |                  | (69,332    | )                       |       | 0       |   |        |   | 0          |   |  |   | 0 |  |   | (69,332    | )
|Distributions of net sale proceeds ($3.45 and $8.01 per weighted-average Class A Unit and Class B Unit,
respectively) |  | 0                |   |  |                  | (4,863,323 | )                       |       | 0       |   |        |   | (1,936,677 | ) |  |   | 0 |  |   | (6,800,000 | )
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |        |   |            |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2005                                                                                            |  | 1,420,174        |   |  | $                | 7,485,629  |                         |       | 233,106 |   |        | $ | 0          |   |  | $ | 0 |  | $ | 7,485,629  |  
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |        |   |            |   |  |   |   |  |   |            |  

See accompanying notes.



Page F-5



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.



STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|--------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                  |  | 2005 |            |   | 2004 |   |            | 2003 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |            |   |      |   |            |      |  |   |            |  
|Net income                                                                        |  | $    | 1,495,344  |   |      | $ | 938,143    |      |  | $ | 445,529    |  
|Operating distributions received from joint ventures                              |  |      | 189,587    |   |      |   | 894,514    |      |  |   | 1,159,951  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |            |   |      |   |            |      |  |   |            |  
|Equity in income of joint ventures                                                |  |      | (1,553,813 | ) |      |   | (1,073,182 | )    |  |   | (557,937   | )
|Operating changes in assets and liabilities:                                      |  |      |            |   |      |   |            |      |  |   |            |  
|Decrease (increase) in due from affiliate                                         |  |      | 2,254      |   |      |   | (2,254     | )    |  |   | 0          |  
|Decrease in other assets                                                          |  |      | 0          |   |      |   | 0          |      |  |   | 732        |  
|Increase in accounts payable and accrued expenses                                 |  |      | 43,400     |   |      |   | 22,957     |      |  |   | (271       | )
|Increase in due to affiliates                                                     |  |      | 3,807      |   |      |   | (272       | )    |  |   | 478        |  
|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|Net cash provided by operating activities                                         |  |      | 180,579    |   |      |   | 779,906    |      |  |   | 1,048,482  |  
|                                                                                  |  |      |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |            |   |      |   |            |      |  |   |            |  
|Net sale proceeds received from joint ventures                                    |  |      | 4,265,059  |   |      |   | 2,529,818  |      |  |   | 1,315,906  |  
|Investment in joint ventures                                                      |  |      | (227,058   | ) |      |   | (69,942    | )    |  |   | (7,278     | )
|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|Net cash provided by investing activities                                         |  |      | 4,038,001  |   |      |   | 2,459,876  |      |  |   | 1,308,628  |  
|                                                                                  |  |      |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |            |   |      |   |            |      |  |   |            |  
|Operating distributions paid to partners from accumulated operating income        |  |      | (69,332    | ) |      |   | (520,167   | )    |  |   | (1,085,448 | )
|Net sale proceeds distributions paid to limited partners                          |  |      | (6,800,000 | ) |      |   | 0          |      |  |   | 0          |  
|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|Net cash used in financing activities                                             |  |      | (6,869,332 | ) |      |   | (520,167   | )    |  |   | (1,085,448 | )
|                                                                                  |  |      |           
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              |  |      | (2,650,752 | ) |      |   | 2,719,615  |      |  |   | 1,271,662  |  
|                                                                                  |  |      |           
|CASH AND CASH EQUIVALENTS, beginning of year                                      |  |      | 4,082,376  |   |      |   | 1,362,761  |      |  |   | 91,099     |  
|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of year                                            |  | $    | 1,431,624  |   |      | $ | 4,082,376  |      |  | $ | 1,362,761  |  
|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |      |            |   |      |   |            |      |  |   |            |  
|Partnership distributions payable                                                 |  | $    | 0          |   |      | $ | 0          |      |  | $ | 225,429    |  
|                                                                                  |  |      |            |   |      |   |            |      |  |   |            |  

See accompanying notes.



Page F-6



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##### Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003



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

Wells Real Estate Fund XI, L.P.
(the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia nonpublic limited partnership, serving as its general partners (collectively, the
General Partners). Wells Capital, Inc. (Wells Capital) serves as the corporate general partner of Wells 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 June 20, 1996 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 Class A Units or Class B Units. The limited partners have the right to change their prior
elections to have some or all of their units treated as Class A Units or Class B Units one time during each annual 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; and (c) add or remove a general partner. A majority vote on any of the above-described matters will bind the Partnership without the concurrence of
the General Partners. Each limited partnership unit has equal voting rights, regardless of class.

On December 31, 1997, the Partnership commenced an
offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations upon receiving
and accepting subscriptions for 125,000 units on March 3, 1998. The offering was terminated on December 30, 1998, at which time the Partnership had sold approximately 1,302,942 and 350,338 units to 1,250 and 95 Class A and Class B
Limited Partners, respectively, for total limited partner capital contributions of $16,532,802.

The Partnership owns indirect interests in all of its real
estate assets through joint ventures with other entities affiliated with the General Partners. During the periods presented, the Partnership owned interests in the following joint ventures (the Joint Ventures) and properties:



|                                                                                     |  |                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                        |  | Joint Venture Partners                                                                                                                          |  | Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The Fund IX, Fund X, Fund XI and REIT Joint Venture (Fund IX-X-XI-REIT Associates) |  |   Wells Real Estate Fund IX, L.P.   Wells Real Estate Fund X, L.P.   Wells Real Estate Fund XI, L.P.   Wells Operating Partnership, L.P.(2) |  | 1. Alstom Power  Knoxville Building(1) A
three-story office building located in Knoxville, Tennessee  2. 360 Interlocken Building A three-story office building located in Broomfield, Colorado  3. Avaya Building A one-story office building located in Oklahoma City, Oklahoma 
4. Iomega Building A single-story warehouse and office building located in Ogden, Utah  5. 1315 West Century Drive (formerly the Ohmeda Building) A two-story office building located in Louisville, Colorado



Page F-7



---

##### Index to Financial Statements

|                                                                              |  |                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                 |  | Joint Venture Partners                                                                                         |  | Properties                                                                                                                                                                                                                                                                                                                                                                                              
|Fund X and Fund XI Associates (Fund X-XI Associates)                        |  |   Wells Real Estate Fund X, L.P.   Wells Real Estate Fund XI, L.P.                                           |  | This joint venture owns interests only in other joint ventures and does not own any properties
directly.                                                                                                                                                                                                                                                                                                
|Wells/Fremont Associates                                                      |  |   Fund X-XI Associates   Wells Operating Partnership, L.P.(2)                                                |  | 6.      47320 Kato Road A two-story warehouse and office building located in Fremont, California                                                                                                                                                                                                                                                                                                        
|Wells/Orange County Associates                                                |  |   Fund X-XI Associates   Wells Operating Partnership, L.P.(2)                                                |  | 7.      Cort Building(3) A
one-story office and warehouse building located in Fountain Valley, California                                                                                                                                                                                                                                                                                               
|The Wells Fund XI-Fund XII-REIT Joint Venture (Fund XI-XII-REIT Associates) |  |   Wells Real Estate Fund XI, L.P.   Wells Real Estate Fund XII, L.P.   Wells Operating Partnership, L.P.(2) |  | 8.      111 Southchase
Boulevard A two-story manufacturing and office building located in Fountain Inn, South Carolina  9.      20/20
Building A three-story office building located in Leawood, Kansas  10.   Johnson Matthey Building(4) A
one-story office building and warehouse located in Wayne, Pennsylvania  11.   Gartner Building(5) A two-story office building located in Ft. Myers, Florida



| | (1) | This property was sold in March 2005.
| | --- | -------------------------------------



| | (2) | Wells Operating Partnership, L.P. (Wells
OP) is a Delaware limited partnership with Wells Real Estate Investment Trust, Inc. (Wells REIT) serving as its general partner; Wells REIT is a Maryland corporation that qualifies as a real estate investment trust.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | This property was sold in September 2003.
| | --- | -----------------------------------------



| | (4) | This property was sold in October 2004.
| | --- | ---------------------------------------



| | (5) | This property was sold in April 2005.
| | --- | -------------------------------------

Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., and Wells Real Estate Fund XII, L.P. are 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 accounting principles generally accepted in the United States
(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 the amounts reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.



Page F-8



---

##### Index to Financial Statements

Investment in Joint Ventures

The Partnership adopted Financial Accounting Standards Board Interpretation No. (FIN) 46(R), Consolidation of Variable Interest Entities, which supersedes FIN 46 and is an interpretation of Accounting Research Bulletin
(ARB) No. 51, Consolidated Financial Statements, effective March 31, 2004. The Partnership and its partners in the Joint Ventures have disproportionate voting rights for certain major decisions relative to their
obligations to absorb expected losses and rights to receive residual returns of such ventures. Management has evaluated the Joint Ventures and determined that they are not variable interest entities under the provisions of FIN 46(R) because such
joint ventures do not conduct substantially all of their activities on behalf of a joint venture partner with disproportionately fewer voting rights. Management has also determined that the joint venture partners are not related parties, as defined
in FIN 46(R) and Statement of Financial Accounting Standard (SFAS) No. 57. Accordingly, the adoption of FIN 46(R) did not result in the consolidation of any previously unconsolidated entities.

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 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.

In the third quarter of 2004, the Joint Ventures completed a review of their real estate depreciation by performing an analysis of the
components of each property type in an effort to determine the weighted-average composite useful lives of their real estate assets. As a result of this review, effective July 1, 2004, the Joint Ventures extended the weighted-average composite
useful life for all building assets from 25 years to 40 years. We believe that this change more appropriately reflects the estimated useful lives of real estate assets and is consistent with prevailing industry practice. The change resulted in an
increase to the Partnerships net income of approximately $83,000 for the year ended December 31, 2004. In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, the Partnerships net income
would be misstated.

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
approximate fair value, and consist of investments in money market accounts.

Distributions of Net Cash from Operations

Net cash from operations, if available, is generally distributed to limited partners on a quarterly basis. In accordance with the partnership agreement, such
distributions are paid first to limited partners holding Class A Units until the limited partners have received an amount equal to 10% per annum return on their respective net capital contributions, as defined. Then, such distributions are
paid to the General Partners until they have received an amount equal to 10% of the total amount distributed to date. Any remaining cash from operations is to be allocated 90% to the limited partners holding Class A Units and 10% to the General
Partners. No distributions of net cash from operations will be made to limited partners holding Class B Units.



Page F-9



---

##### Index to Financial Statements

Distributions of Sales Proceeds

Upon sales of the Partnerships 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 Class A 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 Class B Units with respect to such property;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | 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 return (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 Class A Units and a 15% per annum cumulative return on net capital contributions for all periods during which the
units were treated as Class B Units);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the General Partners until they have received 100% of their 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.
| | - |  | --------------------------------------------------------------------------------------------

Allocation 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, and cost recovery and the gain on the sale of assets. Net income, as defined, of the Partnership will be allocated
each year in the same proportion that net cash from operations is distributed to the partners holding Class A Units and the General Partners. 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 Class A 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 Class B 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.

Gains 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
Class B 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.



Page F-10



---

##### Index to Financial Statements

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.

Reclassifications

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

Recent Accounting Pronouncements

In June 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections, which replaces
Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the method to account for and report changes in
accounting principles and corrections of errors. Previously, most voluntary changes in accounting principles required recognition as a cumulative effect adjustment to net income during the period in which the change was adopted. Conversely, in
circumstances where applicable accounting guidance does not include specific transition provisions, SFAS No. 154 requires retrospective application to prior periods financial statements unless it is impractical to determine either the
period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005; however, it does not change the transition provisions of any of the existing accounting
pronouncements. The adoption of this statement is not expected to have a material effect on the Partnerships financial statements.

In March 2005,
the FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations,an interpretation of SFAS No. 143, Asset Retirement Obligations, effective for fiscal years ending after December 15, 2005. FIN 47 clarifies the
definition of a conditional asset retirement obligation provided in SFAS No. 143 as a legal obligation to perform an asset retirement activity for which the timing or method of settlement is conditional upon a future event that may
or may not be within control of the Partnership. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The Partnership may have
undetected asbestos at certain of the Partnerships properties. Because the obligations to remove asbestos from any of these properties have indeterminate settlement dates, the Partnership is unable to reasonably estimate the fair values of
these obligations. To the extent that these properties undergo major renovations or demolition, certain environmental regulations are in place, which specify the manner in which the asbestos must be handled and disposed. In such circumstances,
sufficient information may become available to reasonably estimate the fair value of the liability. There are currently no plans to undertake a major renovation that would require removal of the asbestos or demolition of a property. The adoption of
FIN 47 did not have a material effect on the Partnerships financial statements.



|3. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------

Due from Joint Ventures

As of December 31, 2005 and 2004, Due from Joint Ventures represents the Partnerships share of the operating cash flow to be distributed for
the fourth quarters of 2005 and 2004, respectively, from the following Joint Ventures:



|                             |  |      |        |      |   |       
|---------------------------- |  | ---- | ------ | ---- | - | ------
|                             |  | 2005 |        | 2004
|Fund IX-X-XI-REIT Associates |  | $    | 20,458 |      | $ | 65,917
|Fund X-XI Associates         |  |      | 8,826  |      |   | 21,100
|                             |  |      |        |      |   |       
|                             |  | $    | 29,284 |      | $ | 87,017
|                             |  |      |        |      |   |       



Page F-11



---

##### Index to Financial Statements

Summary of Investments

The Partnerships investments and approximate ownership percentages in the Joint Ventures as of December 31, 2005 and 2004 are summarized below:



|                             |  |        |           |            |      |   |        |   |            |  |    |  
|---------------------------- |  | ------ | --------- | ---------- | ---- | - | ------ | - | ---------- |  | -- | -
|                             |  | 2005   |           |            | 2004 |  
|                             |  | Amount |           | Percentage |      |   | Amount |   | Percentage | 
|Fund IX-X-XI-REIT Associates |  | $      | 2,227,886 |            | 9    | % |        | $ | 2,806,839  |  | 9  | %
|Fund X-XI Associates         |  |        | 705,984   |            | 42   | % |        |   | 717,050    |  | 42 | %
|Fund XI-XII-REIT Associates  |  |        | 3,160,950 |            | 26   | % |        |   | 5,186,973  |  | 26 | %
|                             |  |        |           |            |      |   |        |   |            |  |    |  
|                             |  | $      | 6,094,820 |            |      |   |        | $ | 8,710,862  |  |    |  
|                             |  |        |           |            |      |   |        |   |            |  |    |  

Summary of Activity

Roll-forwards of the Partnerships investment in the Joint Ventures for the years ended December 31, 2005 and 2004 are presented below:



|                                                |  |      |            |   |      |   |            |  
|----------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                |  | 2005 |            |   | 2004 |  
|Investment in Joint Ventures, beginning of year |  | $    | 8,710,862  |   |      | $ | 10,826,635 |  
|Equity in income of Joint Ventures              |  |      | 1,553,813  |   |      |   | 1,073,182  |  
|Contributions to Joint Ventures                 |  |      | 227,058    |   |      |   | 69,942     |  
|Distributions from Joint Ventures               |  |      | (4,396,913 | ) |      |   | (3,258,897 | )
|                                                |  |      |            |   |      |   |            |  
|Investment in Joint Ventures, end of year       |  | $    | 6,094,820  |   |      | $ | 8,710,862  |  
|                                                |  |      |            |   |      |   |            |  

Summary of Financial Information

Condensed financial information for the Joint Ventures as of December 31, 2005 and 2004, and for the years ended December 31, 2005, 2004, and 2003 is presented below:



|                             |  |                   |            |                   |   |                   |  |                   |           |                   |   |                   |  |   |            |  |   |           
|---------------------------- |  | ----------------- | ---------- | ----------------- | - | ----------------- |  | ----------------- | --------- | ----------------- | - | ----------------- |  | - | ---------- |  | - | ----------
|                             |  | Total Assets      |            | Total Liabilities |   | Total Equity     
|                             |  | December 31, 2005 |            | December 31, 2004 |   | December 31, 2005 |  | December 31, 2004 |           | December 31, 2005 |   | December 31, 2004
|Fund IX-X-XI-REIT Associates |  | $                 | 26,163,790 |                   | $ | 33,591,791        |  | $                 | 813,530   |                   | $ | 1,653,981         |  | $ | 25,350,260 |  | $ | 31,937,810
|Fund X-XI Associates         |  |                   | 1,702,202  |                   |   | 1,745,326         |  |                   | 21,021    |                   |   | 37,568            |  |   | 1,681,181  |  |   | 1,707,758 
|Fund XI-XII-REIT Associates  |  |                   | 12,282,960 |                   |   | 20,515,150        |  |                   | 194,061   |                   |   | 677,959           |  |   | 12,088,899 |  |   | 19,837,191
|                             |  |                   |            |                   |   |                   |  |                   |           |                   |   |                   |  |   |            |  |   |           
|                             |  | $                 | 40,148,952 |                   | $ | 55,852,267        |  | $                 | 1,028,612 |                   | $ | 2,369,508         |  | $ | 39,120,340 |  | $ | 53,482,759
|                             |  |                   |            |                   |   |                   |  |                   |           |                   |   |                   |  |   |            |  |   |           



|                             |  |                                  |           |                                          |   |                                     |  |                                  |           |  |      |           |   |      |   |           |   |      |   |           |  |      |           |      |   |           |  |   |           |  |   |            |  |   |           |  |   |          
|---------------------------- |  | -------------------------------- | --------- | ---------------------------------------- | - | ----------------------------------- |  | -------------------------------- | --------- |  | ---- | --------- | - | ---- | - | --------- | - | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- |  | - | --------- |  | - | ---------- |  | - | --------- |  | - | ---------
|                             |  | Total Revenues                   |           | Income (Loss) From Continuing Operations |   | Income From Discontinued Operations |  | Net Income(1)                   
|                             |  | For The Years Ended December 31, |           | For The Years Ended December 31,         |   | For The Years Ended December 31,    |  | For The Years Ended December 31,
|                             |  | 2005                             |           | 2004                                     |   | 2003                                |  | 2005                             |           |  | 2004 |           |   | 2003 |   | 2005      |   | 2004 |   | 2003      |  | 2005 |           | 2004 |   | 2003     
|Fund IX-X-XI-REIT Associates |  | $                                | 2,909,160 |                                          | $ | 3,467,085                           |  | $                                | 3,609,231 |  | $    | 1,016,463 |   |      | $ | 1,386,719 |   |      | $ | 1,316,827 |  | $    | 5,177,161 |      | $ | 696,453   |  | $ | 605,668   |  | $ | 6,193,624  |  | $ | 2,083,172 |  | $ | 1,922,495
|Fund X-XI Associates         |  |                                  | 0         |                                          |   | 0                                   |  |                                  | 0         |  |      | 49,867    |   |      |   | 109,754   |   |      |   | 127,635   |  |      | 0         |      |   | 0         |  |   | 0         |  |   | 49,867     |  |   | 109,754   |  |   | 127,635  
|Fund XI-XII-REIT Associates  |  |                                  | 22,722    |                                          |   | 746,322                             |  |                                  | 1,176,866 |  |      | (904,938  | ) |      |   | (221,752  | ) |      |   | 205,770   |  |      | 4,685,505 |      |   | 3,449,599 |  |   | 1,076,874 |  |   | 3,780,567  |  |   | 3,227,847 |  |   | 1,282,644
|                             |  |                                  |           |                                          |   |                                     |  |                                  |           |  |      |           |   |      |   |           |   |      |   |           |  |      |           |      |   |           |  |   |           |  |   |            |  |   |           |  |   |          
|                             |  | $                                | 2,931,882 |                                          | $ | 4,213,407                           |  | $                                | 4,786,097 |  | $    | 161,392   |   |      | $ | 1,274,721 |   |      | $ | 1,650,232 |  | $    | 9,862,666 |      | $ | 4,146,052 |  | $ | 1,682,542 |  | $ | 10,024,058 |  | $ | 5,420,773 |  | $ | 3,332,774
|                             |  |                                  |           |                                          |   |                                     |  |                                  |           |  |      |           |   |      |   |           |   |      |   |           |  |      |           |      |   |           |  |   |           |  |   |            |  |   |           |  |   |          



| | (1) | Effective July 1, 2004, the Joint Ventures extended the weighted-average composite
useful life for all building assets from 25 years to 40 years, which resulted in an increase to net income for the twelve months ended December 31, 2004 of approximately $263,964 and $206,612 for Fund IX-X-XI-REIT Associates and for Fund
XI-XII-REIT Associates, respectively. Management believes that this change more appropriately reflects the estimated useful lives of real estate assets and is consistent with prevailing industry practice.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page F-12



---

##### Index to Financial Statements

The following information summarizes the financial position of the joint ventures in which the Partnership held an
interest through its interest in Fund X-XI Associates as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004, and 2003:



|                                |  |                   |           |                   |   |                   |  |                   |         |                   |   |                   |  |   |           |  |   |          
|------------------------------- |  | ----------------- | --------- | ----------------- | - | ----------------- |  | ----------------- | ------- | ----------------- | - | ----------------- |  | - | --------- |  | - | ---------
|                                |  | Total Assets      |           | Total Liabilities |   | Total Equity     
|                                |  | December 31, 2005 |           | December 31, 2004 |   | December 31, 2005 |  | December 31, 2004 |         | December 31, 2005 |   | December 31, 2004
|Wells/ Orange County Associates |  | $                 | 0         |                   | $ | 0                 |  | $                 | 0       |                   | $ | 0                 |  | $ | 0         |  | $ | 0        
|Wells/Fremont Associates        |  |                   | 7,583,387 |                   |   | 7,776,806         |  |                   | 110,095 |                   |   | 185,371           |  |   | 7,473,292 |  |   | 7,591,435
|                                |  |                   |           |                   |   |                   |  |                   |         |                   |   |                   |  |   |           |  |   |          
|                                |  | $                 | 7,503,387 |                   | $ | 7,776,806         |  | $                 | 110,095 |                   | $ | 185,371           |  | $ | 7,473,292 |  | $ | 7,591,435
|                                |  |                   |           |                   |   |                   |  |                   |         |                   |   |                   |  |   |           |  |   |          



|                                |  |                                 |         |                                          |   |         |                                           |      |                                 |      |   |         |      |   |         |      |  |      |         |   |      |   |      |  |      |         |   |      |   |        |  |   |         |  |   |         |   |  |   |        
|------------------------------- |  | ------------------------------- | ------- | ---------------------------------------- | - | ------- | ----------------------------------------- | ---- | ------------------------------- | ---- | - | ------- | ---- | - | ------- | ---- |  | ---- | ------- | - | ---- | - | ---- |  | ---- | ------- | - | ---- | - | ------ |  | - | ------- |  | - | ------- | - |  | - | -------
|                                |  | Total Revenues                  |         | Income (Loss) From Continuing Operations |   |         | Income (Loss) FromDiscontinued Operations |      | Net Income (Loss)(1)           
|                                |  | For The Years EndedDecember 31, |         | For The Years EndedDecember 31,          |   |         | For The Years EndedDecember 31,           |      | For The Years EndedDecember 31,
|                                |  | 2005                            |         | 2004                                     |   | 2003    |                                           | 2005 |                                 | 2004 |   |         | 2003 |   |         | 2005 |  | 2004 |         |   | 2003 |   | 2005 |  | 2004 |         |   | 2003
|Wells/ Orange County Associates |  | $                               | 0       |                                          | $ | 0       |                                           | $    | 0                               |      | $ | 0       |      | $ | (7,573  | )    |  | $    | (7,866  | ) |      | $ | 0    |  | $    | (18,944 | ) |      | $ | 22,433 |  | $ | 0       |  | $ | (26,517 | ) |  | $ | 14,567 
|Wells/ Fremont Associates       |  |                                 | 475,989 |                                          |   | 880,778 |                                           |      | 902,927                         |      |   | 221,672 |      |   | 556,594 |      |  |      | 548,993 |   |      |   | 0    |  |      | 0       |   |      |   | 0      |  |   | 221,672 |  |   | 556,594 |   |  |   | 548,993
|                                |  |                                 |         |                                          |   |         |                                           |      |                                 |      |   |         |      |   |         |      |  |      |         |   |      |   |      |  |      |         |   |      |   |        |  |   |         |  |   |         |   |  |   |        
|                                |  | $                               | 475,989 |                                          | $ | 880,778 |                                           | $    | 902,927                         |      | $ | 221,672 |      | $ | 549,021 |      |  | $    | 541,127 |   |      | $ | 0    |  | $    | (18,944 | ) |      | $ | 22,433 |  | $ | 221,672 |  | $ | 530,077 |   |  | $ | 563,560
|                                |  |                                 |         |                                          |   |         |                                           |      |                                 |      |   |         |      |   |         |      |  |      |         |   |      |   |      |  |      |         |   |      |   |        |  |   |         |  |   |         |   |  |   |        



| | (1) | Effective July 1, 2004, the Wells/Fremont Associates extended the weighted-average
composite useful life for all building assets from 25 years to 40 years, which resulted in an increase to net income for the year ended December 31, 2004 of approximately $62,984. Management believes that this change more appropriately reflects
the estimated useful lives of real estate assets and is consistent with prevailing industry practice
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Partnership allocates operating
income (loss) and gain (loss) on sale of properties generated by the Joint Ventures to its Class A and Class B limited partners pursuant to the respective partnership agreement provisions outlined in Note 2. The components of income (loss) from
discontinued operations recognized by the Joint Ventures are provided below:



|                                |  |                 |         |             |   |           |      |                 |           |  |             |           |       |  |   |                 |  |             |           |   |       |   |           |  |   |          |   |  |   |          
|------------------------------- |  | --------------- | ------- | ----------- | - | --------- | ---- | --------------- | --------- |  | ----------- | --------- | ----- |  | - | --------------- |  | ----------- | --------- | - | ----- | - | --------- |  | - | -------- | - |  | - | ---------
|                                |  | 2005            |         | 2004        |   |           | 2003
|                                |  | OperatingIncome |         | Gain onSale |   | Total     |      | OperatingIncome |           |  | Gain onSale |           | Total |  |   | OperatingIncome |  | Gain onSale |           |   | Total
|Fund IX-X-XI-REIT Associates    |  | $               | 145,199 |             | $ | 5,031,962 |      | $               | 5,177,161 |  | $           | 696,453   |       |  | $ | 0               |  | $           | 696,453   |   |       | $ | 605,668   |  | $ | 0        |   |  | $ | 605,668  
|Fund X-XI Associates            |  |                 | 0       |             |   | 0         |      |                 | 0         |  |             | 0         |       |  |   | 0               |  |             | 0         |   |       |   | 0         |  |   | 0        |   |  |   | 0        
|Wells/ Orange County Associates |  |                 | 0       |             |   | 0         |      |                 | 0         |  |             | (18,944   | )     |  |   | 0               |  |             | (18,944   | ) |       |   | 401,090   |  |   | (378,657 | ) |  |   | 22,433   
|Wells/Fremont Associates        |  |                 | 0       |             |   | 0         |      |                 | 0         |  |             | 0         |       |  |   | 0               |  |             | 0         |   |       |   | 0         |  |   | 0        |   |  |   | 0        
|Fund XI-XII-REIT Associates     |  |                 | 204,646 |             |   | 4,480,859 |      |                 | 4,685,505 |  |             | 1,030,989 |       |  |   | 2,418,610       |  |             | 3,449,599 |   |       |   | 1,076,874 |  |   | 0        |   |  |   | 1,076,874
|                                |  |                 |         |             |   |           |      |                 |           |  |             |           |       |  |   |                 |  |             |           |   |       |   |           |  |   |          |   |  |   |          
|                                |  | $               | 349,845 |             | $ | 9,512,821 |      | $               | 9,862,666 |  | $           | 1,708,498 |       |  | $ | 2,418,610       |  | $           | 4,127,108 |   |       | $ | 2,083,632 |  | $ | (378,657 | ) |  | $ | 1,704,975
|                                |  |                 |         |             |   |           |      |                 |           |  |             |           |       |  |   |                 |  |             |           |   |       |   |           |  |   |          |   |  |   |          



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

Management and Leasing Fees

The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells Management), an
affiliate of the General Partners. In consideration for the management and leasing of the Partnerships properties, the Joint Ventures pay Wells Management management and leasing fees equal to (a) of the gross revenues collected monthly,
2.5% of the gross revenues for management and 2% of the gross revenues for leasing (aggregate maximum of 4.5%), plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee
customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties, or (b) in the case of commercial properties leased on a long-term net 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



Page F-13



---

##### Index to Financial Statements

initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original lease term. Management and leasing fees
are paid by the Joint Ventures and, accordingly, included in equity in income (loss) of joint ventures in the accompanying statements of operations. The Partnerships share of management and leasing fees and lease acquisition costs incurred
through the Joint Ventures is $16,739, $51,266, and $70,009 for the years ended December 31, 2005, 2004, and 2003, respectively.

Administration
Reimbursements

Wells Capital, the corporate general partner of Wells Partners, 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 reimbursed Wells Capital and Wells
Management for administrative expenses of $64,001, $64,555, and $41,802 for the years ended December 31, 2005, 2004, and 2003, respectively. In addition, Wells Capital pays for certain operating expenses of the Partnership
(bill-backs) directly and invoices the Partnership for the reimbursement thereof on a monthly basis. As of December 31, 2005 and 2004, due from affiliates (due to affiliates) represent administrative reimbursements and bill-backs
overpaid to (due to) Wells Capital and/or Wells Management.



|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 Class A Units and Class B 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
Class A Units or Class B Units, or to change their prime 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 Class A and Class B 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-14



---

##### 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, 2005, 2004, and 2003:



|                                                                                                               |  |      |           |   |      |   |         |      |  |   |         |  
|-------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                               |  | 2005 |           |   | 2004 |   |         | 2003 | 
|Financial statement net income                                                                                 |  | $    | 1,495,344 |   |      | $ | 938,143 |      |  | $ | 445,529 |  
|Increase (decrease) in net income resulting from:                                                              |  |      |           |   |      |   |         |      |  |   |         |  
|Meals and entertainment                                                                                        |  |      | 0         |   |      |   | 393     |      |  |   | 0       |  
|Depreciation expense for financial reporting purposes greater than (less than) amounts for income tax purposes |  |      | (13,729   | ) |      |   | 80,493  | (1)  |  |   | 168,492 |  
|Bad debt expense (recoveries) for financial reporting purposes in excess of amounts for income tax purposes    |  |      | 0         |   |      |   | 86      |      |  |   | (20,090 | )
|Rental income for financial reporting purposes (greater than) less than amounts for income tax purposes        |  |      | (24,128   | ) |      |   | 11,528  |      |  |   | 41,679  |  
|Gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes      |  |      | (151,365  | ) |      |   | (79,500 | )    |  |   | (72,817 | )
|Other                                                                                                          |  |      | (45,723   | ) |      |   | (14,564 | )    |  |   | 0       |  
|                                                                                                               |  |      |           |   |      |   |         |      |  |   |         |  
|Income tax basis net income                                                                                    |  | $    | 1,260,399 |   |      | $ | 936,579 |      |  | $ | 562,793 |  
|                                                                                                               |  |      |           |   |      |   |         |      |  |   |         |  



| | (1) | Effective July 1, 2004, the Joint Ventures extended the weighted-average composite
useful lives for all building assets from 25 years to 40 years. This change has no impact on the statutory life used for Federal income tax purposes of 40 years, upon which Tax depreciation is based (see Note 2).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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, 2005, 2004, and 2003:



|                                                                                                                                         |  |      |           |   |      |   |            |      |  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                                                                         |  | 2005 |           |   | 2004 |   |            | 2003 | 
|Financial statements partners capital                                                                                                   |  | $    | 7,485,629 |   |      | $ | 12,859,617 |      |  | $ | 12,216,212 |  
|Increase (decrease) in partners capital resulting from:                                                                                 |  |      |           |   |      |   |            |      |  |   |            |  
|Accumulated meals and entertainment                                                                                                      |  |      | 556       |   |      |   | 556        |      |  |   | 163        |  
|Accumulated bad debt expense, net, for financial reporting purposes in excess of amounts for income tax purposes                         |  |      | 86        |   |      |   | 86         |      |  |   | 0          |  
|Accumulated depreciation expense for financial reporting purposes greater than amounts for income tax purposes                           |  |      | 972,079   |   |      |   | 985,808    |      |  |   | 905,315    |  
|Capitalization of syndication costs for income tax purposes, which are accounted for as cost of capital for financial reporting
purposes |  |      | 2,035,389 |   |      |   | 2,035,389  |      |  |   | 2,035,389  |  
|Accumulated rental income accrued for financial reporting purposes greater than amounts for income tax purposes                          |  |      | (186,564  | ) |      |   | (162,436   | )    |  |   | (173,964   | )
|Accumulated expenses deductible when paid for income tax purposes less than amounts accrued for financial reporting purposes             |  |      | 1,981     |   |      |   | 1,981      |      |  |   | 1,981      |  
|Accumulated gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes                    |  |      | (303,682  | ) |      |   | (152,317   | )    |  |   | (72,817    | )
|Partnerships distributions payable                                                                                                      |  |      | 0         |   |      |   | 0          |      |  |   | 225,429    |  
|Other                                                                                                                                    |  |      | (60,287   | ) |      |   | (14,564    | )    |  |   | 0          |  
|                                                                                                                                         |  |      |           |   |      |   |            |      |  |   |            |  
|Income tax basis partners capital                                                                                                       |  | $    | 9,945,187 |   |      | $ | 15,554,120 |      |  | $ | 15,137,708 |  
|                                                                                                                                         |  |      |           |   |      |   |            |      |  |   |            |  



Page F-15



---

##### 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, 2005 and 2004:



|                                                                                              |  |                     |         |         |   |              |  |   |             |   |  |   |          |  
|--------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ------- | - | ------------ |  | - | ----------- | - |  | - | -------- | -
|                                                                                              |  | 2005 Quarters Ended |        
|                                                                                              |  | March 31            |         | June 30 |   | September 30 |  |   | December 31 |  
|Equity in income of joint ventures                                                            |  | $                   | 491,235 |         | $ | 1,164,662    |  | $ | (62,015     | ) |  | $ | (40,069  | )
|Interest and other income                                                                     |  | $                   | 17,700  |         | $ | 27,322       |  | $ | 46,983      |   |  | $ | 50,482   |  
|Net income                                                                                    |  | $                   | 460,681 |         | $ | 1,142,418    |  | $ | (76,896     | ) |  | $ | (30,859  | )
|Net income (loss) allocated to limited partners:                                              |  |                     |         |         |   |              |  |   |             |   |  |   |          |  
|Class A                                                                                       |  | $                   | 85,660  |         | $ | 40,908       |  | $ | 0           |   |  | $ | (299,345 | )
|Class B                                                                                       |  | $                   | 375,021 |         | $ | 1,101,510    |  | $ | (76,896     | ) |  | $ | 268,486  |  
|Net income (loss) per weighted-average limited partner unit outstanding:                      |  |                     |         |         |   |              |  |   |             |   |  |   |          |  
|Class A                                                                                       |  | $                   | 0.06    |         | $ | 0.03         |  | $ | 0.00        |   |  | $ | (0.21    | )
|Class B(a)                                                                                    |  | $                   | 1.41    |         | $ | 4.71         |  | $ | (0.33       | ) |  | $ | 1.15     |  
|Distribution of operating cash per weighted-average limited partner unit outstanding:         |  |                     |         |         |   |              |  |   |             |   |  |   |          |  
|Class A                                                                                       |  | $                   | 0.05    |         | $ | 0.00         |  | $ | 0.00        |   |  | $ | 0.00     |  
|Distribution of net sale proceeds cash per weighted-average limited partner unit outstanding: |  |                     |         |         |   |              |  |   |             |   |  |   |          |  
|Class A                                                                                       |  | $                   | 0.00    |         | $ | 0.71         |  | $ | 0.00        |   |  | $ | 2.72     |  
|Class B(b)                                                                                    |  | $                   | 0.00    |         | $ | 5.52         |  | $ | 0.00        |   |  | $ | 2.76     |  



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



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



|                                                                                      |  |                     |         |   |         |   |         |              |  |             |        |  |   |        
|------------------------------------------------------------------------------------- |  | ------------------- | ------- | - | ------- | - | ------- | ------------ |  | ----------- | ------ |  | - | -------
|                                                                                      |  | 2004 Quarters Ended
|                                                                                      |  | March 31            |         |   | June 30 |   |         | September 30 |  | December 31
|Equity in income of joint ventures                                                    |  | $                   | 135,158 |   |         | $ | 185,941 |              |  | $           | 74,865 |  | $ | 677,218
|Interest and other income                                                             |  | $                   | 2,908   |   |         | $ | 2,913   |              |  | $           | 3,170  |  | $ | 4,633  
|Net income                                                                            |  | $                   | 113,330 |   |         | $ | 129,100 |              |  | $           | 50,916 |  | $ | 644,797
|Net income (loss) allocated to limited partners:                                      |  |                     |         |   |         |   |         |              |  |             |        |  |   |        
|Class A                                                                               |  | $                   | 210,519 |   |         | $ | 151,319 |              |  | $           | 50,916 |  | $ | 346,745
|Class B                                                                               |  | $                   | (97,189 | ) |         | $ | (22,219 | )            |  | $           | 0      |  | $ | 298,052
|Net income (loss) per weighted-average limited partner unit outstanding:              |  |                     |         |   |         |   |         |              |  |             |        |  |   |        
|Class A(a)                                                                            |  | $                   | 0.15    |   |         | $ | 0.09    |              |  | $           | 0.04   |  | $ | 0.25   
|Class B(a)                                                                            |  | $                   | (0.37   | ) |         | $ | (0.08   | )            |  | $           | 0.00   |  | $ | 1.11   
|Distribution of operating cash per weighted-average limited partner unit outstanding: |  |                     |         |   |         |   |         |              |  |             |        |  |   |        
|Class A                                                                               |  | $                   | 0.00    |   |         | $ | 0.16    |              |  | $           | 0.05   |  | $ | 0.00   



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



Page F-16



---

##### Index to Financial Statements

|8. | PARTNERSHIP ADMINISTRATION AND LEGAL AND ACCOUNTING COSTS
|-- | ---------------------------------------------------------

Partnership administration and legal and accounting costs for the years ended December 31, 2005, 2004, and 2003 are comprised of the following items:



|                                                                |  |      |         |      |   |         |      |  |   |        
|--------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | ---- |  | - | -------
|                                                                |  | 2005 |         | 2004 |   |         | 2003
|Salary reimbursements                                           |  | $    | 64,001  |      | $ | 64,555  |      |  | $ | 41,802 
|Independent accounting fees                                     |  |      | 29,523  |      |   | 28,921  |      |  |   | 16,609 
|Printing expenses                                               |  |      | 25,802  |      |   | 21,569  |      |  |   | 12,430 
|Legal fees                                                      |  |      | 48,557  |      |   | 18,371  |      |  |   | 4,252  
|Postage and delivery expenses                                   |  |      | 4,018   |      |   | 8,726   |      |  |   | 6,943  
|Taxes and licensing fees                                        |  |      | 18,868  |      |   | 7,011   |      |  |   | 13,741 
|Other professional fees                                         |  |      | 3,200   |      |   | 1,771   |      |  |   | 5,302  
|Computer costs                                                  |  |      | 1,382   |      |   | 1,961   |      |  |   | 9,835  
|Registration and filing fees                                    |  |      | 0       |      |   | 978     |      |  |   | 0      
|Life insurance                                                  |  |      | 280     |      |   | 559     |      |  |   | 0      
|Bank service charges                                            |  |      | 0       |      |   | 303     |      |  |   | 1,739  
|Other                                                           |  |      | 5,325   |      |   | (6,062  | )    |  |   | 1,682  
|                                                                |  |      |         |      |   |         |      |  |   |        
|Total partnership administration and legal and accounting costs |  | $    | 200,956 |      | $ | 148,663 |      |  | $ | 114,335
|                                                                |  |      |         |      |   |         |      |  |   |        



|9. | POTENTIAL TAX IMPACT FOR LIMITED PARTNERS HOLDING CLASS B UNITS  AMERICAN JOBS CREATION ACT OF 2004
|-- | ----------------------------------------------------------------------------------------------------

The American Jobs Creation Act of 2004 added Section 470 to the Internal Revenue Code, which provides certain limitations on the utilization of losses by investors
that are allocable to leased property owned by a partnership having both taxable and tax-exempt partners such as the Partnership. In March 2005, the Internal Revenue Service (IRS) issued IRS Notice 2005-29, which announced that
the IRS would not apply Section 470 to partnerships for the taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners. In December 2005, the IRS issued IRS Notice 2006-2 extending the period for
transitional relief through the 2005 tax year; however, it is important to note that IRS Notices 2005-29 and 2006-2 provide relief for partnerships only for tax years 2004 and 2005. Although the IRS has indicated that it is continuing to study the
application of Section 470 to partnerships, such as the Partnership, unless further legislation is enacted to address this issue, or some other form of relief from the provisions of Section 470 of the American Jobs Creation Act of 2004 is
granted, beginning in tax year 2006 and thereafter, passive losses allocable to limited partners holding Class B Units may only be used to offset passive income generated from the same property or within the same fund.



Page F-17



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

The Fund IX, Fund X, Fund XI and REIT Joint Venture:

We have audited the accompanying balance sheets of The Fund IX, Fund X, Fund XI and REIT Joint Venture (the Joint Venture) as of December 31, 2005 and 2004, and the related statements of operations,
partners capital, and cash flows for each of the three years in the period ended December 31, 2005. 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 The Fund IX, Fund X, Fund XI and REIT Joint Venture at December 31, 2005 and 2004, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/S/    ERNST & YOUNG LLP

Atlanta,
Georgia

March 2, 2006



Page F-18



---

##### Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE



BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

ASSETS



|                                                                                                                                  |  |      |            |      |   |           
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                                                                                                  |  | 2005 |            | 2004
|Real estate assets, at cost:                                                                                                      |  |      |            |      |   |           
|Land                                                                                                                              |  | $    | 6,090,090  |      | $ | 6,698,020 
|Building and improvements, less accumulated depreciation of $7,292,823 and $9,662,126 at December 31, 2005 and 2004,
respectively |  |      | 18,815,022 |      |   | 23,891,461
|                                                                                                                                  |  |      |            |      |   |           
|Total real estate assets, net                                                                                                     |  |      | 24,905,112 |      |   | 30,589,481
|Cash and cash equivalents                                                                                                         |  |      | 693,878    |      |   | 1,153,824 
|Accounts receivable, net                                                                                                          |  |      | 241,801    |      |   | 962,419   
|Deferred leasing costs, net                                                                                                       |  |      | 211,267    |      |   | 776,208   
|Other assets                                                                                                                      |  |      | 111,732    |      |   | 109,859   
|                                                                                                                                  |  |      |            |      |   |           
|Total assets                                                                                                                      |  | $    | 26,163,790 |      | $ | 33,591,791
|                                                                                                                                  |  |      |            |      |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                  |  |   |            |  |   |           
|------------------------------------------------- |  | - | ---------- |  | - | ----------
|Liabilities:                                      |  |   |            |  |   |           
|Accounts payable and refundable security deposits |  | $ | 573,544    |  | $ | 895,985   
|Due to affiliate                                  |  |   | 7,208      |  |   | 20,009    
|Deferred income                                   |  |   | 0          |  |   | 124,569   
|Partnership distributions payable                 |  |   | 232,778    |  |   | 613,418   
|                                                  |  |   |            |  |   |           
|Total liabilities                                 |  |   | 813,530    |  |   | 1,653,981 
|                                                  |  |  
|Partners capital:                                |  |   |            |  |   |           
|Wells Real Estate Fund IX, L.P.                   |  |   | 9,894,351  |  |   | 12,465,512
|Wells Real Estate Fund X, L.P.                    |  |   | 12,292,658 |  |   | 15,487,047
|Wells Real Estate Fund XI, L.P.                   |  |   | 2,227,884  |  |   | 2,806,837 
|Wells Operating Partnership, L.P.                 |  |   | 935,367    |  |   | 1,178,414 
|                                                  |  |   |            |  |   |           
|Total partners capital                           |  |   | 25,350,260 |  |   | 31,937,810
|                                                  |  |   |            |  |   |           
|Total liabilities and partners capital           |  | $ | 26,163,790 |  | $ | 33,591,791
|                                                  |  |   |            |  |   |           

See accompanying notes.



Page F-19



---

##### Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                      |  |      |           |      |   |           |  |   |          
|------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                      |  | 2005 |           | 2004 |   | 2003     
|REVENUES:                             |  |      |           |      |   |           |  |   |          
|Rental income                         |  | $    | 2,476,339 |      | $ | 3,116,052 |  | $ | 3,051,281
|Tenant reimbursements                 |  |      | 402,654   |      |   | 350,544   |  |   | 557,950  
|Interest and other income             |  |      | 30,167    |      |   | 489       |  |   | 0        
|                                      |  |      |           |      |   |           |  |   |          
|Total revenues                        |  |      | 2,909,160 |      |   | 3,467,085 |  |   | 3,609,231
|                                      |  |      |          
|EXPENSES:                             |  |      |           |      |   |           |  |   |          
|Property operating costs              |  |      | 941,078   |      |   | 878,422   |  |   | 903,651  
|Depreciation                          |  |      | 635,428   |      |   | 829,246   |  |   | 1,033,076
|Management and leasing fees           |  |      | 156,420   |      |   | 227,178   |  |   | 206,572  
|Joint venture administration          |  |      | 103,724   |      |   | 92,970    |  |   | 106,069  
|Legal and accounting                  |  |      | 56,047    |      |   | 52,550    |  |   | 43,036   
|                                      |  |      |           |      |   |           |  |   |          
|Total expenses                        |  |      | 1,892,697 |      |   | 2,080,366 |  |   | 2,292,404
|                                      |  |      |           |      |   |           |  |   |          
|NET INCOME FROM CONTINUING OPERATIONS |  |      | 1,016,463 |      |   | 1,386,719 |  |   | 1,316,827
|                                      |  |      |          
|DISCONTINUED OPERATIONS:              |  |      |           |      |   |           |  |   |          
|Operating income                      |  |      | 145,199   |      |   | 696,453   |  |   | 605,668  
|Gain on disposition                   |  |      | 5,031,962 |      |   | 0         |  |   | 0        
|                                      |  |      |           |      |   |           |  |   |          
|Income from discontinued operations   |  |      | 5,177,161 |      |   | 696,453   |  |   | 605,668  
|                                      |  |      |           |      |   |           |  |   |          
|NET INCOME                            |  | $    | 6,193,624 |      | $ | 2,083,172 |  | $ | 1,922,495
|                                      |  |      |           |      |   |           |  |   |          

See accompanying notes.



Page F-20



---

##### Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                           |  |                                |            |   |                               |   |            |                                |  |   |                                  |   |  |                         |           |   |  |   |             |  
|-------------------------- |  | ------------------------------ | ---------- | - | ----------------------------- | - | ---------- | ------------------------------ |  | - | -------------------------------- | - |  | ----------------------- | --------- | - |  | - | ----------- | -
|                           |  | Wells RealEstate Fund IX, L.P. |            |   | Wells RealEstate Fund X, L.P. |   |            | Wells RealEstate Fund XI, L.P. |  |   | Wells OperatingPartnership, L.P. |   |  | Total Partners Capital |          
|Balance, December 31, 2002 |  | $                              | 13,176,010 |   |                               | $ | 16,369,765 |                                |  | $ | 2,966,822                        |   |  | $                       | 1,245,576 |   |  | $ | 33,758,173  |  
|                           |  |                                |            |   |                              
|Net income                 |  |                                | 750,361    |   |                               |   | 932,243    |                                |  |   | 168,960                          |   |  |                         | 70,931    |   |  |   | 1,922,495   |  
|Partnership contributions  |  |                                | 32,320     |   |                               |   | 40,154     |                                |  |   | 7,278                            |   |  |                         | 3,055     |   |  |   | 82,807      |  
|Partnership distributions  |  |                                | (1,400,822 | ) |                               |   | (1,740,369 | )                              |  |   | (315,426                         | ) |  |                         | (132,417  | ) |  |   | (3,589,034  | )
|                           |  |                                |            |   |                               |   |            |                                |  |   |                                  |   |  |                         |           |   |  |   |             |  
|Balance, December 31, 2003 |  |                                | 12,557,869 |   |                               |   | 15,601,793 |                                |  |   | 2,827,634                        |   |  |                         | 1,187,145 |   |  |   | 32,174,441  |  
|                           |  |                                |            |   |                              
|Net income                 |  |                                | 813,076    |   |                               |   | 1,010,157  |                                |  |   | 183,081                          |   |  |                         | 76,858    |   |  |   | 2,083,172   |  
|Partnership distributions  |  |                                | (905,433   | ) |                               |   | (1,124,903 | )                              |  |   | (203,878                         | ) |  |                         | (85,589   | ) |  |   | (2,319,803  | )
|                           |  |                                |            |   |                               |   |            |                                |  |   |                                  |   |  |                         |           |   |  |   |             |  
|Balance, December 31, 2004 |  |                                | 12,465,512 |   |                               |   | 15,487,047 |                                |  |   | 2,806,837                        |   |  |                         | 1,178,414 |   |  |   | 31,937,810  |  
|                           |  |                                |            |   |                              
|Net income                 |  |                                | 2,417,408  |   |                               |   | 3,003,369  |                                |  |   | 544,333                          |   |  |                         | 228,514   |   |  |   | 6,193,624   |  
|Partnership distributions  |  |                                | (4,988,569 | ) |                               |   | (6,197,758 | )                              |  |   | (1,123,286                       | ) |  |                         | (471,561  | ) |  |   | (12,781,174 | )
|                           |  |                                |            |   |                               |   |            |                                |  |   |                                  |   |  |                         |           |   |  |   |             |  
|Balance, December 31, 2005 |  | $                              | 9,894,351  |   |                               | $ | 12,292,658 |                                |  | $ | 2,227,884                        |   |  | $                       | 935,367   |   |  | $ | 25,350,260  |  
|                           |  |                                |            |   |                               |   |            |                                |  |   |                                  |   |  |                         |           |   |  |   |             |  

See accompanying notes.



Page F-21



---

##### Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE



STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|----------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                    |  | 2005 |             |   | 2004 |   |            | 2003 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                               |  |      |             |   |      |   |            |      |  |   |            |  
|Net income                                                                          |  | $    | 6,193,624   |   |      | $ | 2,083,172  |      |  | $ | 1,922,495  |  
|Adjustments to reconcile net income to net cash provided by operating activities:   |  |      |             |   |      |   |            |      |  |   |            |  
|Depreciation                                                                        |  |      | 681,018     |   |      |   | 1,177,848  |      |  |   | 1,438,897  |  
|Amortization of deferred leasing costs                                              |  |      | 62,275      |   |      |   | 55,189     |      |  |   | 74,625     |  
|Gain on sale of property                                                            |  |      | (5,031,962  | ) |      |   | 0          |      |  |   | 0          |  
|Changes in assets and liabilities:                                                  |  |      |             |   |      |   |            |      |  |   |            |  
|Increase in accounts receivable, net                                                |  |      | (66,259     | ) |      |   | (390,820   | )    |  |   | (88,843    | )
|(Increase) decrease in other assets                                                 |  |      | (1,873      | ) |      |   | (12,167    | )    |  |   | 3,065      |  
|(Decrease) increase in accounts payable and refundable security deposits            |  |      | (322,441    | ) |      |   | 290,077    |      |  |   | (59,855    | )
|(Decrease) increase in due to affiliate                                             |  |      | (12,801     | ) |      |   | (626       | )    |  |   | 15,730     |  
|(Decrease) increase in deferred income                                              |  |      | (124,569    | ) |      |   | (19,758    | )    |  |   | 144,327    |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|Net cash provided by operating activities                                           |  |      | 1,377,012   |   |      |   | 3,182,915  |      |  |   | 3,450,441  |  
|                                                                                    |  |      |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                               |  |      |             |   |      |   |            |      |  |   |            |  
|Net proceeds from sale of real estate                                               |  |      | 11,646,089  |   |      |   | 0          |      |  |   | 0          |  
|Investment in real estate assets                                                    |  |      | (79,675     | ) |      |   | (308,577   | )    |  |   | (135,871   | )
|Payment of deferred lease acquisition costs                                         |  |      | (241,558    | ) |      |   | (589,504   | )    |  |   | 0          |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|Net cash provided by (used in) investing activities                                 |  |      | 11,324,856  |   |      |   | (898,081   | )    |  |   | (135,871   | )
|                                                                                    |  |      |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                               |  |      |             |   |      |   |            |      |  |   |            |  
|Net sale proceeds distributions to joint venture partners                           |  |      | (11,646,089 | ) |      |   | 0          |      |  |   | 0          |  
|Operating distributions to joint venture partners in excess of accumulated earnings |  |      | (1,515,725  | ) |      |   | (2,641,497 | )    |  |   | (3,224,854 | )
|Contributions received from partners                                                |  |      | 0           |   |      |   | 0          |      |  |   | 82,807     |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|Net cash used in financing activities                                               |  |      | (13,161,814 | ) |      |   | (2,641,497 | )    |  |   | (3,142,047 | )
|                                                                                    |  |      |            
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                |  |      | (459,946    | ) |      |   | (356,663   | )    |  |   | 172,523    |  
|                                                                                    |  |      |            
|CASH AND CASH EQUIVALENTS, beginning of year                                        |  |      | 1,153,824   |   |      |   | 1,510,487  |      |  |   | 1,337,964  |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of year                                              |  | $    | 693,878     |   |      | $ | 1,153,824  |      |  | $ | 1,510,487  |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|                                                                                    |  |      |            
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:              |  |      |             |   |      |   |            |      |  |   |            |  
|Partnership distributions payable                                                   |  | $    | 232,778     |   |      | $ | 613,418    |      |  | $ | 935,112    |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  
|Write-off of fully amortized deferred leasing costs                                 |  | $    | 0           |   |      | $ | 52,232     |      |  | $ | 827        |  
|                                                                                    |  |      |             |   |      |   |            |      |  |   |            |  

See accompanying notes.



Page F-22



---

##### Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003



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

In March 1997, Wells Real Estate
Fund IX, L.P. entered into a Georgia general partnership with Wells Real Estate Fund X, L.P. to form Fund IX and Fund X Associates (Fund IX-X Associates) for the purpose of acquiring, developing, operating, and selling
real properties. On March 20, 1997, Wells Real Estate Fund IX, L.P. contributed a 5.62-acre tract of real property in Knoxville, Tennessee, and improvements thereon to Fund IX-X Associates on which an approximately 84,000 square foot,
three-story office building, the Alstom Power-Knoxville Building, was constructed and commenced operations. On February 13, 1998, Fund IX-X Associates purchased an approximate 107,000 square foot, two-story office building, 1315 West Century
Drive, in Louisville, Colorado. On March 20, 1998, Fund IX-X Associates purchased an approximately 52,000 square foot, three-story office building, the 360 Interlocken Building, in Broomfield, Colorado. On June 11, 1998,
Fund IX-X Associates was amended and restated as The Fund IX, Fund X, Fund XI and REIT Joint Venture (the Joint Venture) upon admitting Wells Real Estate Fund XI, L.P. and Wells Operating Partnership, L.P. (Wells
OP). On June 24, 1998, the Joint Venture purchased an approximately 57,000 square foot, one-story office building, the Avaya Building, in Oklahoma City, Oklahoma. On April 1, 1998, Wells Real Estate Fund X, L.P. purchased an
approximately 108,000 square foot, one-story office and warehouse building, the Iomega Building, in Ogden, Utah. On July 1, 1998, Wells Real Estate Fund X, L.P. contributed the Iomega Building to the Joint Venture. Ownership interests were
recomputed based on the relative cumulative capital contributions from the joint venture partners.

On March 15, 2005, the Joint Venture sold the
Alstom Power  Knoxville Building to an unrelated third party for a gross sales price of $12,000,000. As a result of the sale, the Joint Venture received net sale proceeds of approximately $11,646,000 and recognized a gain of approximately
$5,032,000.



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

Basis of
Presentation

The Joint Ventures financial statements are prepared in accordance with accounting principles generally accepted in the United
States.

Use of Estimates

The preparation of the Joint
Ventures financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Revenue Recognition

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

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



Page F-23



---

##### Index to Financial Statements

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

Real Estate Assets

Real estate assets are stated at cost, less
accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, and any tenant improvements or major improvements and betterments which extend the useful life of the related asset. All repairs
and maintenance are expensed as incurred.

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



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

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts
of the real estate in which the Joint Venture has an ownership interest, may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate may not be recoverable, management assesses
the recoverability of these assets by determining whether the carrying value will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected
undiscounted future cash flows do not exceed the carrying value, the Joint Venture adjusts the real estate to the estimated fair values, as defined by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
(SFAS No. 144) and recognizes impairment losses. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices, (ii) market
prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value.

In the third quarter of
2004, the Joint Venture completed a review of its real estate depreciation by performing an analysis of the components of each property type in an effort to determine weighted-average composite useful lives of its real estate assets. As a result of
this review, the Joint Venture changed its estimate of the weighted-average composite useful lives for all building assets. Effective July 1, 2004, for all building assets, the Joint Venture extended the weighted-average composite useful life
from 25 years to 40 years. The change resulted in an increase to net income of approximately $263,964 for the year ended December 31, 2004. We believe the change more appropriately reflects the estimated useful lives of the building assets and
is consistent with prevailing industry practice.

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.

Accounts Receivable, net

Accounts receivable are comprised of tenant receivables and straight-line rent receivables. Management assesses the collectibility of accounts
receivable on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. Allowances of $0 and $975 are included in accounts receivable, as of December 31, 2005 and 2004, respectively.



Page F-24



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##### Index to Financial Statements

Deferred Leasing Costs, net

Deferred leasing costs reflect costs incurred to procure operating leases, which are capitalized and amortized on a straight-line basis over the terms of the respective leases. Deferred leasing costs are presented net of accumulated
amortization of $77,615 and $386,886 as of December 31, 2005 and 2004, respectively.

Other Assets

Other assets as of December 31, 2005 and 2004 is comprised of the following items:



|                             |  |      |         |      |   |        
|---------------------------- |  | ---- | ------- | ---- | - | -------
|                             |  | 2005 |         | 2004
|Refundable security deposits |  | $    | 102,253 |      | $ | 97,887 
|Prepaid expenses             |  |      | 9,479   |      |   | 11,972 
|                             |  |      |         |      |   |        
|Total                        |  | $    | 111,732 |      | $ | 109,859
|                             |  |      |         |      |   |        

Refundable security deposits represent cash deposits received from tenants. Pursuant to the respective leases, the
Joint Venture may apply such balances toward unpaid receivable balances or property damages, where applicable, and is obligated to refund any residual balances to the tenants upon the expiration of the related lease terms.

Prepaid expenses are primarily comprised of prepaid insurance and contract labor costs. Prepaid expenses are recognized as the related services are provided. 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 on their respective ownership interests
as determined by relative cumulative capital contributions, as defined. For the periods presented, Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., Wells Real Estate Fund XI, L.P., and Wells OP held ownership interests in the Joint
Venture of approximately 39%, 48%, 9%, and 4% respectively. Net cash from operations is generally distributed to the joint venture on a quarterly basis.

Income Taxes

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

Reclassifications

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

Recent Accounting
Pronouncements

In March 2005, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards Board Interpretation
No. (FIN) 47, Accounting for Conditional Asset Retirement Obligations,an interpretation of SFAS No. 143, Asset Retirement Obligations, effective for fiscal years ending after December 15, 2005. FIN 47 clarifies
the definition of a conditional asset retirement obligation provided in SFAS No. 143 as a legal obligation to perform an asset retirement activity for which the timing or method of settlement is conditional upon a future event that
may or may not be within control of the Joint Venture. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The Joint Venture
may have undetected asbestos at certain of the Joint Ventures properties. Because the obligations to remove asbestos from any of these properties have indeterminate



Page F-25



---

##### Index to Financial Statements

settlement dates, the Joint Venture is unable to reasonably estimate the fair values of these obligations. To the extent that these properties undergo major
renovations or demolition, certain environmental regulations are in place, which specify the manner in which the asbestos must be handled and disposed. In such circumstances, sufficient information may become available to reasonably estimate the
fair value of the liability. There are currently no plans to undertake a major renovation that would require removal of the asbestos or demolition of a property. The adoption of FIN 47 did not have a material effect on the Joint Ventures
financial statements.



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

Management and Leasing Fees

Wells Real Estate Fund IX, L.P. and Wells Real Estate Fund X, L.P. entered into property management and leasing agreements with Wells Management
Company, Inc. (Wells Management), an affiliate of the general partners of Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., Wells Real Estate Fund XI, L.P., and Wells OP. In consideration for asset management and the
management and leasing of the Joint Ventures properties, the Joint Venture will generally pay Wells Management management and leasing fees equal to (a) of the gross revenues collected monthly, 3% for management services and 3% for leasing
services, plus a separate fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area
for similar properties or (b) in the case of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross revenues, except for initial leasing fees equal to 3% of the gross revenues over the first five
years of the lease term.

Wells Real Estate Fund XI, L.P. also entered into property management and leasing agreements with Wells Management. In
consideration for supervising the management and leasing of the Joint Ventures properties, the Joint Venture will pay Wells Management management and leasing fees equal to (a) 2.5% for management services and 2% for leasing services, plus
a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area
for similar properties (aggregate maximum of 6%) or (b) in the case of commercial properties which are leased on a long-term net 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.

Wells OP entered into an asset/property management agreement with Wells Management. In consideration for asset management and the management and leasing of the Joint
Ventures properties, the Joint Venture will pay Wells Management property management, leasing and asset management fees equal to the lesser of (a) 4.5% of the gross revenues generally paid over the life of the lease or (b) 0.6% of
Net Asset Value calculated on an annual basis.

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, 2005, 2004, and 2003, the Joint Venture incurred management and leasing fee expenses of $127,392, $232,074, and
$269,718, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

Administration Reimbursements

Wells Management and its affiliates perform certain administrative services for the Joint Venture, relating
to accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among these entities based on the amount of time spent on the respective entities by individual personnel. In the
opinion of management, this allocation is a reasonable estimation of such expenses. During 2005, 2004, and 2003, the Joint Venture reimbursed $79,832, $90,107, and $106,652, respectively, to Wells Management and its affiliates for these services,
portions of which are included in income from discontinued operations in the accompanying statements of operations.



Page F-26



---

##### Index to Financial Statements

On December 21, 2005, Wells Capital, Inc. (Wells Capital) and Wells Management assigned rights to
receive certain fees and reimbursements to Wells Advisory Services I, LLC (WASI), an unaffiliated entity. Accordingly, the Joint Venture will make all future payments of management and leasing fees and administrative reimbursements to
WASI.

Due to Affiliate

As of December 31, 2005
and December 31, 2004, due to affiliate balances reflect amounts due to Wells Management for the following items:



|                                      |  |      |       |      |   |       
|------------------------------------- |  | ---- | ----- | ---- | - | ------
|                                      |  | 2005 |       | 2004
|Reimbursement of administration costs |  | $    | 4,549 |      | $ | 5,748 
|Management and leasing fees           |  |      | 2,659 |      |   | 14,261
|                                      |  |      |       |      |   |       
|                                      |  | $    | 7,208 |      | $ | 20,009
|                                      |  |      |       |      |   |       



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

SFAS No. 144 requires, among other
things, that the operating results of real estate assets sold or held for sale be included in discontinued operations in the statement of operations for all periods presented. The Joint Venture sold the Alstom Power  Knoxville Building on
March 15, 2005. The results of operations of the Alstom Power  Knoxville Building, which are included as discontinued operations in the accompanying statements of operations, are presented below:



|                                    |  |      |           |      |   |           |  |   |          
|----------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                    |  | 2005 |           | 2004 |   | 2003     
|Total property revenues             |  | $    | 309,482   |      | $ | 1,617,130 |  | $ | 1,603,161
|Property operating costs            |  |      | 90,130    |      |   | 424,151   |  |   | 420,216  
|Depreciation                        |  |      | 45,590    |      |   | 348,603   |  |   | 405,821  
|Management and leasing fees         |  |      | 27,551    |      |   | 141,321   |  |   | 163,885  
|Legal and accounting                |  |      | 1,012     |      |   | 6,602     |  |   | 7,571    
|                                    |  |      |           |      |   |           |  |   |          
|Total expenses                      |  |      | 164,283   |      |   | 920,677   |  |   | 997,493  
|                                    |  |      |           |      |   |           |  |   |          
|Operating income                    |  |      | 145,199   |      |   | 696,453   |  |   | 605,668  
|Gain on disposition                 |  |      | 5,031,962 |      |   | 0         |  |   | 0        
|                                    |  |      |           |      |   |           |  |   |          
|Income from discontinued operations |  | $    | 5,177,161 |      | $ | 696,453   |  | $ | 605,668  
|                                    |  |      |           |      |   |           |  |   |          



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

The future minimum rental income due to the Joint
Venture under noncancelable operating leases as of December 31, 2005 follows:



|                        |  |   |          
|----------------------- |  | - | ---------
|Year ended December 31: |  |   |          
|2006                    |  | $ | 2,078,309
|2007                    |  |   | 2,119,048
|2008                    |  |   | 1,193,629
|2009                    |  |   | 487,551  
|2010                    |  |   | 250,394  
|Thereafter              |  |   | 167,184  
|                        |  |   |          
|                        |  | $ | 6,296,115
|                        |  |   |          

Five tenants generated approximately 24%, 23%, 22%, 14%, and 11% of rental income for the year ended
December 31, 2005, and five tenants will generate approximately 31%, 24%, 21%, 9%, and 8% of future minimum rental income.



Page F-27



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##### Index to Financial Statements

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2005



|                            |  |              |  |              |           |                                              |   |                                               |      |   |                            |  |                          |           |       |   |                             |  |                      |   |               |   |            |  |   |           |  |      |  |        
|--------------------------- |  | ------------ |  | ------------ | --------- | -------------------------------------------- | - | --------------------------------------------- | ---- | - | -------------------------- |  | ------------------------ | --------- | ----- | - | --------------------------- |  | -------------------- | - | ------------- | - | ---------- |  | - | --------- |  | ---- |  | -------
|                            |  |              |  | Initial Cost |           | CostsCapitalizedSubsequent To Acquisition(f) |   | Gross Carrying Amount as of December 31, 2005 |      |   |                            |  |                          |          
|Description                 |  | Encumbrances |  | Land         |           | Buildings and Improvements                   |   |                                               | Land |   | Buildings and Improvements |  | Construction in Progress |           | Total |   | Accumulated Depreciation(e) |  | Date of Construction |   | Date Acquired
|AVAYA BUILDING(a)           |  | None         |  | $            | 1,051,138 |                                              | $ | 4,461,334                                     |      | $ | 118,866                    |  | $                        | 1,051,138 |       | $ | 4,580,200                   |  | $                    | 0 |               | $ | 5,631,338  |  | $ | 1,267,789 |  | 1998 |  | 6/24/98
|360 INTERLOCKEN BUILDING(b) |  | None         |  |              | 1,650,070 |                                              |   | 6,917,274                                     |      |   | 946,675                    |  |                          | 1,650,070 |       |   | 7,863,949                   |  |                      | 0 |               |   | 9,514,019  |  |   | 2,165,402 |  | 1996 |  | 3/20/98
|IOMEGA BUILDING(c)          |  | None         |  |              | 641,988   |                                              |   | 5,292,262                                     |      |   | 213,832                    |  |                          | 641,988   |       |   | 5,506,094                   |  |                      | 0 |               |   | 6,148,082  |  |   | 1,495,007 |  | 1998 |  | 7/01/98
|1315 WEST CENTURY DRIVE(d)  |  | None         |  |              | 2,746,894 |                                              |   | 7,614,176                                     |      |   | 543,426                    |  |                          | 2,746,894 |       |   | 8,157,602                   |  |                      | 0 |               |   | 10,904,496 |  |   | 2,364,625 |  | 1998 |  | 2/13/98
|                            |  |              |  |              |           |                                              |   |                                               |      |   |                            |  |                          |           |       |   |                             |  |                      |   |               |   |            |  |   |           |  |      |  |        
|Total                       |  |              |  | $            | 6,090,090 |                                              | $ | 24,285,046                                    |      | $ | 1,822,799                  |  | $                        | 6,090,090 |       | $ | 26,107,845                  |  | $                    | 0 |               | $ | 32,197,935 |  | $ | 7,292,823 |  |      |  |        
|                            |  |              |  |              |           |                                              |   |                                               |      |   |                            |  |                          |           |       |   |                             |  |                      |   |               |   |            |  |   |           |  |      |  |        



| | (a) | The Avaya Building is a one-story office building located in Oklahoma City, Oklahoma.
| | --- | -------------------------------------------------------------------------------------



| | (b) | The 360 Interlocken Building is a three-story office building located in Broomfield, Colorado.
| | --- | ----------------------------------------------------------------------------------------------



| | (c) | The Iomega Building is a one-story office and warehouse building located in Ogden, Utah.
| | --- | ----------------------------------------------------------------------------------------



| | (d) | 1315 West Century Drive is a two-story office building located in Louisville, Colorado.
| | --- | ---------------------------------------------------------------------------------------



| | (e) | Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line method over 40 years, 20 years, 10 to 25 years, and the
shorter of the economic life or corresponding lease terms, respectively.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Page F-28



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##### Index to Financial Statements

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2005



|                             |  |      |            |   |                          |   |            |  
|---------------------------- |  | ---- | ---------- | - | ------------------------ | - | ---------- | -
|                             |  | Cost |            |   | Accumulated Depreciation |  
|BALANCE AT DECEMBER 31, 2002 |  | $    | 39,807,159 |   |                          | $ | 7,045,381  |  
|                             |  |     
|2003 additions               |  |      | 135,871    |   |                          |   | 1,438,897  |  
|                             |  |      |            |   |                          |   |            |  
|BALANCE AT DECEMBER 31, 2003 |  |      | 39,943,030 |   |                          |   | 8,484,278  |  
|                             |  |     
|2004 additions               |  |      | 308,577    |   |                          |   | 1,177,848  |  
|                             |  |      |            |   |                          |   |            |  
|                             |  |     
|BALANCE AT DECEMBER 31, 2004 |  |      | 40,251,607 |   |                          |   | 9,662,126  |  
|                             |  |     
|2005 additions               |  |      | 79,675     |   |                          |   | 681,018    |  
|2005 dispositions            |  |      | (8,133,347 | ) |                          |   | (3,050,321 | )
|                             |  |      |            |   |                          |   |            |  
|                             |  |     
|BALANCE AT DECEMBER 31, 2005 |  | $    | 32,197,935 |   |                          | $ | 7,292,823  |  
|                             |  |      |            |   |                          |   |            |  



Page F-29



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##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Fund X and Fund XI Associates:

We
have audited the accompanying statements of operations, partners capital, and cash flows of Fund X and Fund XI Associates (the Joint Venture) for the year ended December 31, 2003. These financial statements are the
responsibility of the Joint Ventures management. Our responsibility is to express an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. We were not engaged to perform an audit of the Joint Ventures internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Joint Ventures internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the results of operations of Fund X and Fund XI Associates and its cash flows for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

/S/    ERNST & YOUNG LLP

Atlanta, Georgia

March 10, 2005



Page F-30



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##### Index to Financial Statements

FUND X AND FUND XI ASSOCIATES



BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

ASSETS



|                             |  |                  |           |                  |   |          
|---------------------------- |  | ---------------- | --------- | ---------------- | - | ---------
|                             |  | 2005 (unaudited) |           | 2004 (unaudited)
|Investment in joint ventures |  | $                | 1,681,181 |                  | $ | 1,707,758
|Due from joint ventures      |  |                  | 21,021    |                  |   | 37,568   
|                             |  |                  |           |                  |   |          
|Total assets                 |  | $                | 1,702,202 |                  | $ | 1,745,326
|                             |  |                  |           |                  |   |          

LIABILITIES AND PARTNERS CAPITAL



|                                        |  |   |           |  |   |          
|--------------------------------------- |  | - | --------- |  | - | ---------
|Liabilities:                            |  |   |           |  |   |          
|Partnership distributions payable       |  | $ | 21,021    |  | $ | 37,568   
|                                        |  |  
|Partners capital:                      |  |   |           |  |   |          
|Wells Real Estate Fund X, L.P.          |  |   | 975,290   |  |   | 990,708  
|Wells Real Estate Fund XI, L.P.         |  |   | 705,891   |  |   | 717,050  
|                                        |  |   |           |  |   |          
|Total partners capital                 |  |   | 1,681,181 |  |   | 1,707,758
|                                        |  |   |           |  |   |          
|Total liabilities and partners capital |  | $ | 1,702,202 |  | $ | 1,745,326
|                                        |  |   |           |  |   |          

See accompanying notes.



Page F-31



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##### Index to Financial Statements

FUND X AND FUND XI ASSOCIATES



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                   |  |                  |        |                  |   |         |      |  |   |         |  
|---------------------------------- |  | ---------------- | ------ | ---------------- | - | ------- | ---- |  | - | ------- | -
|                                   |  | 2005 (unaudited) |        | 2004 (unaudited) |   |         | 2003 | 
|EQUITY IN INCOME OF JOINT VENTURES |  | $                | 49,867 |                  | $ | 110,273 |      |  | $ | 131,707 |  
|                                   |  |                  |       
|EXPENSES                           |  |                  | 0      |                  |   | (519    | )    |  |   | (4,072  | )
|                                   |  |                  |        |                  |   |         |      |  |   |         |  
|NET INCOME                         |  | $                | 49,867 |                  | $ | 109,754 |      |  | $ | 127,635 |  
|                                   |  |                  |        |                  |   |         |      |  |   |         |  

See accompanying notes.



Page F-32



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##### Index to Financial Statements

FUND X AND FUND XI ASSOCIATES



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                       |  |                               |            |   |                                |   |            |                         |  |   |            |  
|-------------------------------------- |  | ----------------------------- | ---------- | - | ------------------------------ | - | ---------- | ----------------------- |  | - | ---------- | -
|                                       |  | Wells RealEstate Fund X, L.P. |            |   | Wells RealEstate Fund XI, L.P. |   |            | Total Partners Capital | 
|Balance, December 31, 2002             |  | $                             | 3,044,345  |   |                                | $ | 2,203,420  |                         |  | $ | 5,247,765  |  
|                                       |  |                               |           
|Net income                             |  |                               | 74,044     |   |                                |   | 53,591     |                         |  |   | 127,635    |  
|Partnership distributions              |  |                               | (2,077,377 | ) |                                |   | (1,503,389 | )                       |  |   | (3,580,766 | )
|                                       |  |                               |            |   |                                |   |            |                         |  |   |            |  
|Balance, December 31, 2003             |  |                               | 1,041,012  |   |                                |   | 753,622    |                         |  |   | 1,794,634  |  
|                                       |  |                               |           
|Net income                             |  |                               | 63,671     |   |                                |   | 46,083     |                         |  |   | 109,754    |  
|Partnership distributions              |  |                               | (113,975   | ) |                                |   | (82,655    | )                       |  |   | (196,630   | )
|                                       |  |                               |            |   |                                |   |            |                         |  |   |            |  
|Balance, December 31, 2004 (unaudited) |  |                               | 990,708    |   |                                |   | 717,050    |                         |  |   | 1,707,758  |  
|                                       |  |                               |           
|Net income                             |  |                               | 28,929     |   |                                |   | 20,938     |                         |  |   | 49,867     |  
|Partnership distributions              |  |                               | (44,347    | ) |                                |   | (32,097    | )                       |  |   | (76,444    | )
|                                       |  |                               |            |   |                                |   |            |                         |  |   |            |  
|Balance, December 31, 2005 (unaudited) |  | $                             | 975,290    |   |                                | $ | 705,891    |                         |  | $ | 1,681,181  |  
|                                       |  |                               |            |   |                                |   |            |                         |  |   |            |  

See accompanying notes.



Page F-33



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##### Index to Financial Statements

FUND X AND FUND XI ASSOCIATES



STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|----------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | -------- | ---- |  | - | ---------- | -
|                                                                                    |  | 2005 (unaudited) |         |   | 2004 (unaudited) |   |          | 2003 | 
|CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|Net income                                                                          |  | $                | 49,867  |   |                  | $ | 109,754  |      |  | $ | 127,635    |  
|Operating distributions received from joint ventures                                |  |                  | 92,992  |   |                  |   | 203,591  |      |  |   | 564,965    |  
|Adjustments to reconcile net income to net cash provided by operating activities:   |  |                  |         |   |                  |   |          |      |  |   |            |  
|Equity in income of joint ventures                                                  |  |                  | (49,867 | ) |                  |   | (110,273 | )    |  |   | (131,707   | )
|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|Net cash provided by operating activities                                           |  |                  | 92,992  |   |                  |   | 203,072  |      |  |   | 560,893    |  
|                                                                                    |  |                  |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                               |  |                  |         |   |                  |   |          |      |  |   |            |  
|Net sale proceeds distributions received from joint ventures                        |  |                  | 0       |   |                  |   | 0        |      |  |   | 3,134,020  |  
|                                                                                    |  |                  |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                               |  |                  |         |   |                  |   |          |      |  |   |            |  
|Net sale proceeds distributions to joint venture partners                           |  |                  | 0       |   |                  |   | 0        |      |  |   | (3,134,020 | )
|Operating distributions to joint venture partners in excess of accumulated earnings |  |                  | (92,992 | ) |                  |   | (203,072 | )    |  |   | (560,893   | )
|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|Net cash used in financing activities                                               |  |                  | (92,992 | ) |                  |   | (203,072 | )    |  |   | (3,694,913 | )
|                                                                                    |  |                  |        
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                             |  |                  | 0       |   |                  |   | 0        |      |  |   | 0          |  
|                                                                                    |  |                  |        
|CASH AND CASH EQUIVALENTS, beginning of year                                        |  |                  | 0       |   |                  |   | 0        |      |  |   | 0          |  
|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of year                                              |  | $                | 0       |   |                  | $ | 0        |      |  | $ | 0          |  
|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:              |  |                  |         |   |                  |   |          |      |  |   |            |  
|Partnership distributions payable                                                   |  | $                | 21,021  |   |                  | $ | 37,568   |      |  | $ | 44,010     |  
|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  
|Due from joint ventures                                                             |  | $                | 21,021  |   |                  | $ | 37,568   |      |  | $ | 44,011     |  
|                                                                                    |  |                  |         |   |                  |   |          |      |  |   |            |  

See accompanying notes.



Page F-34



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##### Index to Financial Statements

FUND X AND FUND XI ASSOCIATES



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 (UNAUDITED), 2004 (UNAUDITED), AND 2003



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

On July 15, 1998, Wells Real
Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., entered into a Georgia general partnership to create Fund X and Fund XI Associates (the Joint Venture). The general partners of Wells Real Estate Fund X, L.P. and Wells Real
Estate Fund XI, L.P. are Leo F. Wells, III and Wells Partners, L.P., a private Georgia limited partnership. The Joint Venture was formed for the purpose of acquiring, developing, owning, operating, and selling real properties.

In July 1998, Wells Operating Partnership, L.P. (Wells OP) entered into a joint venture agreement with Wells Development Corporation, referred to as
Wells/Fremont Associates, which acquired an approximate 58,000 square foot two-story manufacturing and office buildings, 47320 Kato Road, located in Fremont, California. During 1998, the Joint Venture acquired Wells Development Corporations
interest in Wells/Fremont Associates, which resulted in the Joint Venture becoming a joint venture partner with Wells OP.

In July 1998, Wells OP
entered into a joint venture agreement with Wells Development Corporation, referred to as Wells/Orange County Associates, which acquired an approximate 52,000 square foot warehouse and office building, the Cort Building, located in Fountain Valley,
California. During 1998, the Joint Venture acquired Wells Development Corporations interest in Wells/Orange County Associates, which resulted in the Joint Venture becoming a joint venture partner with Wells OP.

On September 11, 2003, Wells/Orange County Associates sold the Cort Building to an unrelated third party for a gross selling price of $5,770,000. As a result of the
sale, the Joint Venture recognized a loss of approximately $213,000 and received net sale proceeds of approximately $3,134,000.



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

Basis of
Presentation

The Joint Ventures financial statements are prepared in accordance with accounting principles generally accepted in the United
States.

Use of Estimates

The preparation of the Joint
Ventures financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Investment in Joint Ventures

The Joint Venture adopted Financial Accounting Standards Board Interpretation No. (FIN) 46(R), Consolidation of Variable Interest Entities, effective March 31, 2004. The joint venture partners
of Wells/Fremont Associates and Wells/Orange County Associates have disproportionate voting rights for certain major decisions relative to their obligations to absorb expected losses and rights to receive residual returns of such ventures. However,
management has evaluated Wells/Fremont Associates and Wells/Orange County Associates and has determined that they are not variable interest entities under the provisions of FIN 46(R) because not substantially all of the activities are conducted on
behalf of a joint venture partner with disproportionately fewer voting rights. Management has also determined that the joint venture partners of Wells/Fremont Associates and



Page F-35



---

##### Index to Financial Statements

Wells/Orange County Associates are not related parties, as defined in FIN 46(R) and Statement of Financial Standard (SFAS) No. 57,
Related Party Disclosures. Accordingly, the adoption of FIN 46(R) did not result in the consolidation of a previously unconsolidated entity.

The Joint Venture does not have control over the operations of its investments in the joint ventures; however, it does exercise significant influence. Accordingly, investments in the joint ventures are recorded 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 Joint Venture. Pursuant to the terms of the joint venture agreements, all income and
distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations are distributed to the joint venture partners on a quarterly basis.

In the third quarter of 2004, Wells/Fremont Associates completed a review of its real estate depreciation by performing an analysis of the components of each property
type in an effort to determine weighted-average composite useful lives of its real estate assets. As a result of this review, Wells/Fremont Associates changed its estimate of the weighted-average composite useful lives for all building assets.
Effective July 1, 2004, for all building assets, Wells/Fremont Associates extended the weighted-average composite useful life from 25 years to 40 years. The change resulted in an increase to net income of approximately $62,984 for the year
ended December 31, 2004. We believe the change more appropriately reflects the estimated useful lives of the building assets and is consistent with prevailing industry practice.

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. For the periods presented, Wells Real Estate Fund X, L.P. and Wells
Real Estate Fund XI, L.P. held ownership interests in the Joint Venture of approximately 58% and 42%, respectively. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Income Taxes

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

Reclassifications

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

Recent Accounting Pronouncements

In March 2005, the Financial Accounting Standards Board (FASB) issued
FIN 47, Accounting for Conditional Asset Retirement Obligations,an interpretation of SFAS No. 143, Asset Retirement Obligations, effective for fiscal years ending after December 15, 2005. FIN 47 clarifies the definition of a
conditional asset retirement obligation provided in SFAS No. 143 as a legal obligation to perform an asset retirement activity for which the timing or method of settlement is conditional upon a future event that may or may not be
within control of the Joint Venture. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The Joint Venture may have undetected
asbestos at the remaining property. Because the obligation to remove asbestos from this property has an indeterminate settlement date, the Joint Venture is unable to reasonably estimate the fair value of this obligation. To the extent that this
property undergoes major renovations or demolition, certain environmental



Page F-36



---

##### Index to Financial Statements

regulations are in place, which specify the manner in which the asbestos must be handled and disposed. In such circumstances, sufficient information may
become available to reasonably estimate the fair value of the liability. There are currently no plans to undertake a major renovation that would require removal of the asbestos or demolition of this property. The adoption of FIN 47 did not have a
material effect on the Joint Ventures financial statements.



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

Management and Leasing Fees

Wells Real Estate Fund X, L.P. entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells
Management), an affiliate of its General Partners. In consideration for asset management and the management and leasing of the Joint Ventures properties owned through Wells/Fremont Associates and Wells/Orange County Associates, these
joint ventures pay Wells Management management and leasing fees equal to (a) of the gross revenues collected monthly, 3% for management services and 3% for leasing services, plus a separate fee for the one-time initial lease-up of newly
constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties
which are leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.

Wells Real Estate Fund XI, L.P. entered into a property management and leasing agreement with Wells Management, an affiliate of its General Partners. In consideration
for asset management and the management and leasing of the Joint Ventures properties owned through Wells/Fremont Associates and Wells/Orange County Associates, these joint ventures pay Wells Management management and leasing fees equal to
(a) of the gross revenues collected monthly, 2.5% management services and 2% for leasing services, plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily
charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net 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 recognized in accordance with the terms of the aforementioned agreements, weighted based on
joint venture partners respective ownership interests in the Joint Venture. Through its interests in Wells/Fremont Associates and Wells/Orange County Associates, the Joint Venture incurred management and leasing fees payable to Wells Management of
$3,928, $8,571, and $21,051 during the years ended December 31, 2005, 2004 and 2003, respectively.

Administration Reimbursements

Wells Management and its affiliates performs certain administrative services for the Joint Ventures properties owned through Wells/Fremont Associates and
Wells/Orange County Associates, relating to accounting, property management, and other partnership administration, and incurs the related expenses. Such expenses are allocated among the various Wells Real Estate Funds based on estimates of the
amount of time dedicated to each fund by individual administrative personnel. In the opinion of management, this allocation is a reasonable estimation of such expenses. Through its interests in Wells/Fremont Associates and Wells/Orange County
Associates, the Joint Venture reimbursed through its equity in income of joint ventures $3,545, $3,271, and $19,548 to Wells Management and its affiliates for these services during the years ended December 31, 2005, 2004 and 2003, respectively.



Page F-37



---

##### Index to Financial Statements

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

The Joint Ventures investments
and approximate ownership percentages in Wells/Fremont Associates and Wells/ Orange County Associates as of December 31, 2005 and 2004 are presented below:



|                               |  |        |           |         |      |   |        |   |           |  |    |  
|------------------------------ |  | ------ | --------- | ------- | ---- | - | ------ | - | --------- |  | -- | -
|                               |  | 2005   |           |         | 2004 |  
|                               |  | Amount |           | Percent |      |   | Amount |   | Percent   | 
|Wells/Orange County Associates |  | $      | 0         |         | 56   | % |        | $ | 0         |  | 56 | %
|Wells/Fremont Associates       |  |        | 1,681,181 |         | 23   | % |        |   | 1,707,758 |  | 23 | %
|                               |  |        |           |         |      |   |        |   |           |  |    |  
|                               |  | $      | 1,681,181 |         |      |   |        | $ | 1,707,758 |  |    |  
|                               |  |        |           |         |      |   |        |   |           |  |    |  

Roll-forwards of the Joint Ventures investment in Wells/Fremont Associates and Wells/Orange County
Associates for the years ended December 31, 2005 and 2004 are presented below:



|                                                |  |      |           |   |      |   |           |  
|----------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                |  | 2005 |           |   | 2004 |  
|Investment in joint ventures, beginning of year |  | $    | 1,707,758 |   |      | $ | 1,794,633 |  
|Equity in income of joint ventures              |  |      | 49,867    |   |      |   | 110,273   |  
|Distributions from joint ventures               |  |      | (76,444   | ) |      |   | (197,148  | )
|                                                |  |      |           |   |      |   |           |  
|Investment in joint ventures, end of year       |  | $    | 1,681,181 |   |      | $ | 1,707,758 |  
|                                                |  |      |           |   |      |   |           |  

Condensed financial information for the joint ventures in which the Joint Venture held an interest as of
December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004, and 2003 is presented below:



|                               |  |                   |           |                   |   |                   |  |                   |         |                   |   |                   |  |   |           |  |   |          
|------------------------------ |  | ----------------- | --------- | ----------------- | - | ----------------- |  | ----------------- | ------- | ----------------- | - | ----------------- |  | - | --------- |  | - | ---------
|                               |  | Total Assets      |           | Total Liabilities |   | Total Equity     
|                               |  | December 31, 2005 |           | December 31, 2004 |   | December 31, 2005 |  | December 31, 2004 |         | December 31, 2005 |   | December 31, 2004
|Wells/Fremont Associates       |  | $                 | 7,583,387 |                   | $ | 7,776,806         |  | $                 | 110,095 |                   | $ | 185,371           |  | $ | 7,473,292 |  | $ | 7,591,435
|Wells/Orange County Associates |  |                   | 0         |                   |   | 0                 |  |                   | 0       |                   |   | 0                 |  |   | 0         |  |   | 0        
|                               |  |                   |           |                   |   |                   |  |                   |         |                   |   |                   |  |   |           |  |   |          
|                               |  | $                 | 7,583,387 |                   | $ | 7,776,806         |  | $                 | 110,095 |                   | $ | 185,371           |  | $ | 7,473,292 |  | $ | 7,591,435
|                               |  |                   |           |                   |   |                   |  |                   |         |                   |   |                   |  |   |           |  |   |          



|                               |  |                                  |         |                                          |   |         |                                           |      |         |                                  |   |         |      |   |         |      |  |      |         |   |      |   |   |      |   |         |   |  |      |        |     |  |   |         |  |   |         |     |  |   |        
|------------------------------ |  | -------------------------------- | ------- | ---------------------------------------- | - | ------- | ----------------------------------------- | ---- | ------- | -------------------------------- | - | ------- | ---- | - | ------- | ---- |  | ---- | ------- | - | ---- | - | - | ---- | - | ------- | - |  | ---- | ------ | --- |  | - | ------- |  | - | ------- | --- |  | - | -------
|                               |  | Total Revenues                   |         | Income (Loss) From Continuing Operations |   |         | Income (Loss) FromDiscontinued Operations |      |         | Net Income (Loss)               
|                               |  | For The Years Ended December 31, |         | For The Years Ended December 31,         |   |         | For The Years EndedDecember 31,           |      |         | For The Years Ended December 31,
|                               |  | 2005                             |         | 2004                                     |   | 2003    |                                           | 2005 |         | 2004                             |   |         | 2003 |   |         | 2005 |  | 2004 |         |   | 2003 |   |   | 2005 |   | 2004    |   |  | 2003
|Wells/Orange County Associates |  | $                                | 0       |                                          | $ | 0       |                                           | $    | 0       |                                  | $ | 0       |      | $ | (7,573  | )    |  | $    | (7,866  | ) |      | $ | 0 |      | $ | (18,944 | ) |  | $    | 22,433 | (1) |  | $ | 0       |  | $ | (26,517 | )   |  | $ | 14,567 
|Wells/Fremont Associates       |  |                                  | 475,989 |                                          |   | 880,778 |                                           |      | 902,927 |                                  |   | 221,672 |      |   | 556,594 |      |  |      | 548,993 |   |      |   | 0 |      |   | 0       |   |  |      | 0      |     |  |   | 221,672 |  |   | 556,594 | (2) |  |   | 548,993
|                               |  |                                  |         |                                          |   |         |                                           |      |         |                                  |   |         |      |   |         |      |  |      |         |   |      |   |   |      |   |         |   |  |      |        |     |  |   |         |  |   |         |     |  |   |        
|                               |  | $                                | 475,989 |                                          | $ | 880,778 |                                           | $    | 902,927 |                                  | $ | 221,672 |      | $ | 549,021 |      |  | $    | 541,127 |   |      | $ | 0 |      | $ | (18,944 | ) |  | $    | 22,433 |     |  | $ | 221,672 |  | $ | 530,077 |     |  | $ | 563,560
|                               |  |                                  |         |                                          |   |         |                                           |      |         |                                  |   |         |      |   |         |      |  |      |         |   |      |   |   |      |   |         |   |  |      |        |     |  |   |         |  |   |         |     |  |   |        



| | (1) | Includes a loss of approximately $379,000 recognized
on the sale of the Cort Building, of which approximately $213,000 is attributable to the Joint Venture.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Effective July 1, 2004, Wells/Fremont Associates extended the weighted-average
composite useful life for all building assets from 25 years to 40 years, which resulted in an increase to net income for the year ended December 31, 2004 of approximately $62,984. Management believes that this change more appropriately reflects
the estimated useful lives of real estate assets and is consistent with prevailing industry practice.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due from Joint Ventures

Due from joint ventures as of December 31, 2005 and 2004 represents the Joint Ventures share of operating cash to be distributed from the
Wells/Fremont Associates for the fourth quarters of 2005 and 2004, respectively.



Page F-38



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

The Wells Fund XI-Fund XII-REIT Joint Venture:

We have audited the accompanying balance sheets of The Wells Fund XI-Fund XII-REIT Joint Venture (the Joint Venture) as of December 31, 2005 and 2004, and the related statements of operations, partners capital,
and cash flows for each of the three years in the period ended December 31, 2005. 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 The Wells Fund XI-Fund XII-REIT Joint Venture at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.

/S/    ERNST & YOUNG LLP

Atlanta,
Georgia

March 2, 2006



Page F-39



---

##### Index to Financial Statements

THE WELLS FUND XI - FUND XII - REIT JOINT VENTURE



BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

ASSETS



|                                                                                                                                  |  |      |            |      |   |           
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                                                                                                  |  | 2005 |            | 2004
|Real estate assets, at cost:                                                                                                      |  |      |            |      |   |           
|Land                                                                                                                              |  | $    | 2,110,417  |      | $ | 3,043,588 
|Building and improvements, less accumulated depreciation of $3,127,646 and $4,426,692 at December 31, 2005 and 2004,
respectively |  |      | 10,073,164 |      |   | 17,001,360
|                                                                                                                                  |  |      |            |      |   |           
|Total real estate assets                                                                                                          |  |      | 12,183,581 |      |   | 20,044,948
|Cash and cash equivalents                                                                                                         |  |      | 87,150     |      |   | 75,114    
|Accounts receivable                                                                                                               |  |      | 1,767      |      |   | 231,493   
|Deferred leasing costs, net                                                                                                       |  |      | 0          |      |   | 156,326   
|Other assets                                                                                                                      |  |      | 10,462     |      |   | 7,269     
|                                                                                                                                  |  |      |            |      |   |           
|Total assets                                                                                                                      |  | $    | 12,282,960 |      | $ | 20,515,150
|                                                                                                                                  |  |      |            |      |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                    |  |   |            |  |   |           
|------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|Liabilities:                                                        |  |   |            |  |   |           
|Accounts payable, accrued expenses and refundable security deposits |  | $ | 191,471    |  | $ | 674,416   
|Due to affiliate                                                    |  |   | 2,590      |  |   | 3,543     
|                                                                    |  |   |            |  |   |           
|Total liabilities                                                   |  |   | 194,061    |  |   | 677,959   
|Partners capital:                                                  |  |   |            |  |   |           
|Wells Real Estate Fund XI, L.P.                                     |  |   | 3,160,951  |  |   | 5,186,975 
|Wells Real Estate Fund XII, L.P.                                    |  |   | 2,065,968  |  |   | 3,390,074 
|Wells Operating Partnership, L.P.                                   |  |   | 6,861,980  |  |   | 11,260,142
|                                                                    |  |   |            |  |   |           
|Total partners capital                                             |  |   | 12,088,899 |  |   | 19,837,191
|                                                                    |  |   |            |  |   |           
|Total liabilities and partners capital                             |  | $ | 12,282,960 |  | $ | 20,515,150
|                                                                    |  |   |            |  |   |           

See accompanying notes.



Page F-40



---

##### Index to Financial Statements

THE WELLS FUND XI - FUND XII - REIT JOINT VENTURE



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, and 2003



|                                             |  |      |           |   |      |   |           |      |  |   |          
|-------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | ---------
|                                             |  | 2005 |           |   | 2004 |   |           | 2003
|REVENUES:                                    |  |      |           |   |      |   |           |      |  |   |          
|Rental income                                |  | $    | 0         |   |      | $ | 293,201   |      |  | $ | 1,064,613
|Lease termination income                     |  |      | 0         |   |      |   | 450,200   |      |  |   | 0        
|Reimbursement income                         |  |      | 0         |   |      |   | 201       |      |  |   | 14,049   
|Interest and other income                    |  |      | 22,722    |   |      |   | 2,720     |      |  |   | 98,204   
|                                             |  |      |           |   |      |   |           |      |  |   |          
|Total revenues                               |  |      | 22,722    |   |      |   | 746,322   |      |  |   | 1,176,866
|                                             |  |      |          
|EXPENSES:                                    |  |      |           |   |      |   |           |      |  |   |          
|Property operating costs                     |  |      | 515,237   |   |      |   | 408,662   |      |  |   | 292,612  
|Depreciation                                 |  |      | 304,722   |   |      |   | 416,764   |      |  |   | 529,273  
|Joint Venture administration                 |  |      | 54,787    |   |      |   | 53,937    |      |  |   | 57,609   
|Legal and accounting                         |  |      | 39,673    |   |      |   | 39,999    |      |  |   | 30,132   
|Management and leasing fees                  |  |      | 13,241    |   |      |   | 48,712    |      |  |   | 61,470   
|                                             |  |      |           |   |      |   |           |      |  |   |          
|Total expenses                               |  |      | 927,660   |   |      |   | 968,074   |      |  |   | 971,096  
|                                             |  |      |           |   |      |   |           |      |  |   |          
|NET INCOME (LOSS) FROM CONTINUING OPERATIONS |  |      | (904,938  | ) |      |   | (221,752  | )    |  |   | 205,770  
|                                             |  |      |          
|DISCONTINUED OPERATIONS:                     |  |      |           |   |      |   |           |      |  |   |          
|Operating income                             |  |      | 204,646   |   |      |   | 1,030,989 |      |  |   | 1,076,874
|Gain on disposition                          |  |      | 4,480,859 |   |      |   | 2,418,610 |      |  |   | 0        
|                                             |  |      |           |   |      |   |           |      |  |   |          
|Income from discontinued operations          |  |      | 4,685,505 |   |      |   | 3,449,599 |      |  |   | 1,076,874
|                                             |  |      |           |   |      |   |           |      |  |   |          
|NET INCOME                                   |  | $    | 3,780,567 |   |      | $ | 3,227,847 |      |  | $ | 1,282,644
|                                             |  |      |           |   |      |   |           |      |  |   |          

See accompanying notes.



Page F-41



---

##### Index to Financial Statements

THE WELLS FUND XI - FUND XII - REIT JOINT VENTURE



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                           |  |                               |            |   |                                |   |            |                                  |  |   |                         |   |  |   |             |  
|-------------------------- |  | ----------------------------- | ---------- | - | ------------------------------ | - | ---------- | -------------------------------- |  | - | ----------------------- | - |  | - | ----------- | -
|                           |  | Wells RealEstateFund XI, L.P. |            |   | Wells RealEstateFund XII, L.P. |   |            | Wells OperatingPartnership, L.P. |  |   | Total Partners Capital |  
|Balance, December 31, 2002 |  | $                             | 7,536,600  |   |                                | $ | 4,925,669  |                                  |  | $ | 16,360,793              |   |  | $ | 28,823,062  |  
|                           |  |                               |            |  
|Net income                 |  |                               | 335,386    |   |                                |   | 219,191    |                                  |  |   | 728,067                 |   |  |   | 1,282,644   |  
|Partnership distributions  |  |                               | (626,607   | ) |                                |   | (409,518   | )                                |  |   | (1,360,260              | ) |  |   | (2,396,385  | )
|                           |  |                               |            |   |                                |   |            |                                  |  |   |                         |   |  |   |             |  
|Balance, December 31, 2003 |  |                               | 7,245,379  |   |                                |   | 4,735,342  |                                  |  |   | 15,728,600              |   |  |   | 27,709,321  |  
|                           |  |                               |            |  
|Net income                 |  |                               | 844,017    |   |                                |   | 551,607    |                                  |  |   | 1,832,223               |   |  |   | 3,227,847   |  
|Partnership distributions  |  |                               | (2,902,427 | ) |                                |   | (1,896,875 | )                                |  |   | (6,300,681              | ) |  |   | (11,099,977 | )
|                           |  |                               |            |   |                                |   |            |                                  |  |   |                         |   |  |   |             |  
|Balance, December 31, 2004 |  |                               | 5,186,975  |   |                                |   | 3,390,074  |                                  |  |   | 11,260,142              |   |  |   | 19,837,191  |  
|                           |  |                               |            |  
|Net income                 |  |                               | 988,543    |   |                                |   | 646,061    |                                  |  |   | 2,145,963               |   |  |   | 3,780,567   |  
|Partnership contributions  |  |                               | 226,964    |   |                                |   | 148,332    |                                  |  |   | 492,704                 |   |  |   | 868,000     |  
|Partnership distributions  |  |                               | (3,241,531 | ) |                                |   | (2,118,499 | )                                |  |   | (7,036,829              | ) |  |   | (12,396,859 | )
|                           |  |                               |            |   |                                |   |            |                                  |  |   |                         |   |  |   |             |  
|Balance, December 31, 2005 |  | $                             | 3,160,951  |   |                                | $ | 2,065,968  |                                  |  | $ | 6,861,980               |   |  | $ | 12,088,899  |  
|                           |  |                               |            |   |                                |   |            |                                  |  |   |                         |   |  |   |             |  

See accompanying notes.



Page F-42



---

##### Index to Financial Statements

THE WELLS FUND XI - FUND XII - REIT JOINT VENTURE



STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2005, 2004, AND 2003



|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  
|------------------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- |  | - | ---------- | -
|                                                                                            |  | 2005 |             |   | 2004 |   |             | 2003 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |      |             |   |      |   |             |      |  |   |            |  
|Net income                                                                                  |  | $    | 3,780,567   |   |      | $ | 3,227,847   |      |  | $ | 1,282,644  |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |      |             |   |      |   |             |      |  |   |            |  
|Gain on disposition                                                                         |  |      | (4,480,859  | ) |      |   | (2,418,610  | )    |  |   | 0          |  
|Depreciation                                                                                |  |      | 340,970     |   |      |   | 832,061     |      |  |   | 1,095,238  |  
|Amortization of deferred leasing costs                                                      |  |      | 5,478       |   |      |   | 5,015       |      |  |   | 0          |  
|Changes in assets and liabilities:                                                          |  |      |             |   |      |   |             |      |  |   |            |  
|Decrease (increase) in accounts receivable                                                  |  |      | 1,408       |   |      |   | 139,420     |      |  |   | (80,892    | )
|Decrease (increase) in other assets                                                         |  |      | (3,193      | ) |      |   | (7,268      | )    |  |   | 0          |  
|(Decrease) increase in accounts payable, accrued expenses and refundable security deposits  |  |      | (482,945    | ) |      |   | 547,664     |      |  |   | (26,807    | )
|(Decrease) increase in due to affiliate                                                     |  |      | (953        | ) |      |   | (13,823     | )    |  |   | 9,657      |  
|(Decrease) increase in deferred income                                                      |  |      | 0           |   |      |   | (230,776    | )    |  |   | 234,378    |  
|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  
|Net cash (used in) provided by operating activities                                         |  |      | (839,527    | ) |      |   | 2,081,530   |      |  |   | 2,514,218  |  
|                                                                                            |  |      |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |      |             |   |      |   |             |      |  |   |            |  
|Net proceeds from sale of real estate                                                       |  |      | 12,396,859  |   |      |   | 9,675,000   |      |  |   | 0          |  
|Investment in real estate assets                                                            |  |      | (16,437     | ) |      |   | (481,469    | )    |  |   | (14,999    | )
|Investment in deferred leasing costs                                                        |  |      | 0           |   |      |   | (161,342    | )    |  |   | 0          |  
|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  
|Net cash provided by (used in) investing activities                                         |  |      | 12,380,422  |   |      |   | 9,032,189   |      |  |   | (14,999    | )
|                                                                                            |  |      |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |      |             |   |      |   |             |      |  |   |            |  
|Contribution from joint venture partners                                                    |  |      | 868,000     |   |      |   | 0           |      |  |   | 0          |  
|Net sale proceeds distributions to joint venture partners                                   |  |      | (12,396,859 | ) |      |   | (9,675,000  | )    |  |   | 0          |  
|Operating distributions to joint venture partners in excess of accumulated earnings         |  |      | 0           |   |      |   | (2,005,517  | )    |  |   | (2,451,601 | )
|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  
|Net cash used in financing activities                                                       |  |      | (11,528,859 | ) |      |   | (11,680,517 | )    |  |   | (2,451,601 | )
|                                                                                            |  |      |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |  |      | 12,036      |   |      |   | (566,798    | )    |  |   | 47,618     |  
|                                                                                            |  |      |            
|CASH AND CASH EQUIVALENTS, beginning of year                                                |  |      | 75,114      |   |      |   | 641,912     |      |  |   | 594,294    |  
|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  
|CASH AND CASH EQUIVALENTS, end of year                                                      |  | $    | 87,150      |   |      | $ | 75,114      |      |  | $ | 641,912    |  
|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:                      |  |      |             |   |      |   |             |      |  |   |            |  
|Partnership distributions payable                                                           |  | $    | 0           |   |      | $ | 0           |      |  | $ | 580,540    |  
|                                                                                            |  |      |             |   |      |   |             |      |  |   |            |  

See accompanying notes.



Page F-43



---

##### Index to Financial Statements

THE WELLS FUND XI - FUND XII - REIT JOINT VENTURE



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003



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

On May 1, 1999, Wells Real Estate
Fund XI, L.P., Wells Real Estate Fund XII, L.P., and Wells Operating Partnership, L.P. (Wells OP) entered into a Georgia general partnership known as The Wells Fund XI-Fund XII-REIT Joint Venture (the Joint Venture). The
general partners of Wells Real Estate Fund XI, L.P. and Wells Real Estate Fund XII, L.P. are Leo F. Wells, III and Wells Partners, L.P., a private Georgia limited partnership. Wells OP is a Delaware limited partnership with Wells Real Estate
Investment Trust, Inc. (Wells REIT) serving as its general partner. Wells REIT is a Maryland corporation that qualifies as a real estate investment trust.

On May 18, 1999, the Joint Venture purchased a 169,510-square foot, two-story manufacturing and office building, known as 111 Southchase Boulevard, located in Fountain Inn, South Carolina. On July 2, 1999,
the Joint Venture purchased a 68,900-square foot, three-story office building, known as the 20/20 Building, located in Leawood, Kansas. On August 17, 1999, the Joint Venture purchased a 130,000 square foot office and warehouse building, known
as the Johnson Matthey Building, located in Wayne, Pennsylvania. On September 20, 1999, the Joint Venture purchased a 62,400 square foot, two-story office building, known as the Gartner Building, located in Fort Myers, Florida.

On October 5, 2004, the Joint Venture sold the Johnson Matthey Building to an unrelated third party for a gross selling price of $10,000,000. As a result of the
sale, the Joint Venture recognized a gain of approximately $2,418,610 and received net sale proceeds of approximately $9,675,000.

On April 13, 2005,
the Joint Venture sold the Gartner Building to an unrelated third party for a gross selling price of approximately $12,520,000. As a result of the sale, the Joint Venture recognized a gain of approximately $4,481,000 and received net sale proceeds
of approximately $12,397,000.



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

Basis of
Presentation

The Joint Ventures financial statements are prepared in accordance with accounting principles generally accepted in the United
States.

Use of Estimates

The preparation of the Joint
Ventures financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Revenue Recognition

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



Page F-44



---

##### Index to Financial Statements

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

Real Estate Assets

Real estate
assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, and any tenant improvements or major improvements and betterments which extend the useful life of
the related asset. All repairs and maintenance are expensed as incurred.

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



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

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts
of the real estate in which the Joint Venture has an ownership interest, may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate may not be recoverable, management assesses
the recoverability of these assets by determining whether the carrying value will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected
undiscounted future cash flows do not exceed the carrying value, the Joint Venture adjusts the real estate to the estimated fair values, as defined by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
(SFAS No. 144) and recognizes impairment losses. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices, (ii) market
prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value.

In the third quarter of
2004, the Joint Venture completed a review of its real estate depreciation by performing an analysis of the components of each property type in an effort to determine weighted-average composite useful lives of its real estate assets. As a result of
this review, the Joint Venture changed its estimate of the weighted-average composite useful lives for all building assets. Effective July 1, 2004, for all building assets, the Joint Venture extended the weighted-average composite useful life
from 25 years to 40 years. The change resulted in an increase to net income of approximately $206,612 for the year ended December 31, 2004. We believe the change more appropriately reflects the estimated useful lives of the building assets and
is consistent with prevailing industry practice.

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.



Page F-45



---

##### Index to Financial Statements

Accounts Receivable

Accounts receivable are comprised of tenant receivables and straight-line rent receivables. Management assesses the collectibility of accounts receivable 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, 2005 or 2004.

Deferred Leasing Costs, net

Deferred leasing costs reflect costs incurred to procure operating leases, which are capitalized and amortized on a straight-line basis over the terms of the respective
leases. Deferred leasing costs are presented net of accumulated amortization of $0 and $5,015 as of December 31, 2005 and 2004, respectively.

Other Assets

As of December 31, 2005 and December 31, 2004, other assets is comprised of the
following:



|                                       |  |      |        |      |   |      
|-------------------------------------- |  | ---- | ------ | ---- | - | -----
|                                       |  | 2005 |        | 2004
|Due from Fund IV and Fund V Associates |  | $    | 5,710  |      | $ | 0    
|Prepaid property insurance             |  |      | 4,752  |      |   | 7,269
|                                       |  |      |        |      |   |      
|Total                                  |  | $    | 10,462 |      | $ | 7,269
|                                       |  |      |        |      |   |      

Prepaid expenses are recognized as the related services are provided. Balances without a future economic benefit
are written off as they are identified.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based their respective ownership interests as determined by relative cumulative capital
contributions, as defined. For the periods presented, Wells Real Estate Fund XI, L.P., Wells Real Estate Fund XII, L.P., and Wells OP held ownership interests in the Joint Venture of approximately 26%, 17%, and 57%, respectively. Net cash from
operations is generally distributed to the joint venture partners on a quarterly basis.

Income Taxes

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

Reclassifications

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

Recent Accounting Pronouncements

In March 2005, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards Board Interpretation No. (FIN) 47,
Accounting for Conditional Asset Retirement Obligations,an interpretation of SFAS No. 143, Asset Retirement Obligations, effective for fiscal years ending after December 15, 2005. FIN 47 clarifies the definition of a
conditional asset retirement obligation provided in SFAS No. 143 as a legal obligation to perform an asset retirement activity for which the timing or method of settlement is conditional upon a future event that may or may not be
within control of the Joint Venture. An entity is required to recognize



Page F-46



---

##### Index to Financial Statements

a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The Joint Venture
may have undetected asbestos at certain of the Joint Ventures properties. Because the obligations to remove asbestos from any of these properties have indeterminate settlement dates, the Joint Venture is unable to reasonably estimate the fair
values of these obligations. To the extent that these properties undergo major renovations or demolition, certain environmental regulations are in place, which specify the manner in which the asbestos must be handled and disposed. In such
circumstances, sufficient information may become available to reasonably estimate the fair value of the liability. There are currently no plans to undertake a major renovation that would require removal of the asbestos or demolition of a property.
The adoption of FIN 47 did not have a material effect on the Joint Ventures financial statements.



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

Management and Leasing Fees

Wells Real Estate Fund XI, L.P. and Wells Real Estate Fund XII, L.P. entered into a property management and leasing agreement with Wells Management,
Inc. (Wells Management), an affiliate of the general partners. In consideration for asset management and the management and leasing of the Joint Ventures properties, the Joint Venture pays Wells Management management and leasing
fees equal to (a) of the gross revenues collected monthly, 2.5% for management services and 2% for leasing services, plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed
the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties (aggregate maximum of 6%) or (b) in the case of commercial properties which are leased on a
long-term net 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.

Wells OP entered into an asset/property management agreement with Wells
Management. In consideration for asset management and the management and leasing of the Joint Ventures properties, the Joint Venture pays Wells Management property management, leasing and asset management fees equal to the lesser of
(a) 4.5% of the gross revenues generally paid over the life of the lease or (b) 0.6% of Net Asset Value calculated on an annual basis.

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,
2005, 2004, and 2003, the Joint Venture incurred management and leasing fee expenses of $14,881, $104,267, and $143,259, respectively, portions of which are included in income from discontinued operations in the accompanying statements of
operations.

Administration Reimbursements

Wells
Management and its affiliates perform certain administrative services for the Joint Venture, relating to accounting, property management, and other Joint Venture administration, and incur 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 2005, 2004, and 2003, the Joint Venture reimbursed $42,297, $54,181, and $95,508,
respectively, to Wells Management and its affiliates for these services, portions of which are included in income from discontinued operations in the accompanying statements of operations.

On December 21, 2005, Wells Capital, Inc. (Wells Capital) and Wells Management assigned rights to receive certain fees and reimbursements to Wells
Advisory Services I, LLC (WASI), an unaffiliated entity. Accordingly, the Joint Venture will make all future payments of management and leasing fees and administrative reimbursements to WASI.



Page F-47



---

##### Index to Financial Statements

Due to Affiliate

As
of December 31, 2005 and December 31, 2004, due to affiliate balances reflect amounts due to Wells Management for the following items:



|                                      |  |      |       |      |   |      
|------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                      |  | 2005 |       | 2004
|Reimbursement of administration costs |  | $    | 2,590 |      | $ | 3,450
|Management and leasing fees           |  |      | 0     |      |   | 93   
|                                      |  |      |       |      |   |      
|                                      |  | $    | 2,590 |      | $ | 3,543
|                                      |  |      |       |      |   |      



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

SFAS No. 144 requires, among other
things, that the operating results of real estate assets sold or held for sale be included in discontinued operations in the statement of operations for all periods presented. The Joint Venture sold the Johnson Matthey Building on October 5,
2004 and the Gartner Building on April 13, 2005. The results of operations of the Johnson Matthey Building and the Gartner Building, which are included as discontinued operations in the accompanying statements of operations, are presented
below:



|                                    |  |      |           |      |   |           |  |   |          
|----------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                    |  | 2005 |           | 2004 |   | 2003     
|Total property revenues             |  | $    | 273,779   |      | $ | 1,593,445 |  | $ | 1,794,025
|Property operating costs            |  |      | 11,486    |      |   | 61,943    |  |   | 43,567   
|Depreciation                        |  |      | 36,247    |      |   | 415,297   |  |   | 565,965  
|Legal and accounting                |  |      | 1,884     |      |   | 11,356    |  |   | 18,029   
|Management and leasing fees         |  |      | 19,516    |      |   | 73,860    |  |   | 89,590   
|                                    |  |      |           |      |   |           |  |   |          
|Total expenses                      |  |      | 69,133    |      |   | 562,456   |  |   | 717,151  
|                                    |  |      |           |      |   |           |  |   |          
|Operating income                    |  |      | 204,646   |      |   | 1,030,989 |  |   | 1,076,874
|Gain on disposition                 |  |      | 4,480,859 |      |   | 2,418,610 |  |   | 0        
|                                    |  |      |           |      |   |           |  |   |          
|Income from discontinued operations |  | $    | 4,685,505 |      | $ | 3,449,599 |  | $ | 1,076,874
|                                    |  |      |           |      |   |           |  |   |          



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

One tenant generated 100% rental income for the year
ended December 31, 2005. Currently both active properties are vacant and have rights to no future rental income.



Page F-48



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##### Index to Financial Statements

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2005



|                            |  |              |  |              |           |                            |   |                                               |  |      |         |                            |   |                          |  |       |            |                             |   |                      |  |               |            |  |   |           |  |      |  |         
|--------------------------- |  | ------------ |  | ------------ | --------- | -------------------------- | - | --------------------------------------------- |  | ---- | ------- | -------------------------- | - | ------------------------ |  | ----- | ---------- | --------------------------- | - | -------------------- |  | ------------- | ---------- |  | - | --------- |  | ---- |  | --------
|                            |  |              |  | Initial Cost |           |                            |   | Gross Carrying Amount as of December 31, 2005 |  |      |         |                            |   |                         
|Description                 |  | Encumbrances |  | Land         |           | Buildings and Improvements |   | Costs CapitalizedSubsequent ToAcquisition(d)  |  | Land |         | Buildings and Improvements |   | Construction in Progress |  | Total |            | Accumulated Depreciation(c) |   | Date of Construction |  | Date Acquired
|111 SOUTHCHASE BOULEVARD(a) |  | None         |  | $            | 330,000   |                            | $ | 4,791,827                                     |  | $    | 228,412 |                            | $ | 343,750                  |  | $     | 5,006,489  |                             | $ | 0                    |  | $             | 5,350,239  |  | $ | 1,210,504 |  | 1998 |  | 05/18/99
|THE 20/20 BUILDING(b)       |  | None         |  |              | 1,696,000 |                            |   | 7,850,210                                     |  |      | 414,778 |                            |   | 1,766,667                |  |       | 8,194,321  |                             |   | 0                    |  |               | 9,960,988  |  |   | 1,917,142 |  | 1998 |  | 07/02/99
|                            |  |              |  |              |           |                            |   |                                               |  |      |         |                            |   |                          |  |       |            |                             |   |                      |  |               |            |  |   |           |  |      |  |         
|Total                       |  |              |  | $            | 2,026,000 |                            | $ | 12,642,037                                    |  | $    | 643,190 |                            | $ | 2,110,417                |  | $     | 13,200,810 |                             | $ | 0                    |  | $             | 15,311,227 |  | $ | 3,127,646 |  |      |  |         
|                            |  |              |  |              |           |                            |   |                                               |  |      |         |                            |   |                          |  |       |            |                             |   |                      |  |               |            |  |   |           |  |      |  |         



| | (a) | 111 Southchase Boulevard is a two-story manufacturing and office building located in Fountain Inn, South Carolina.
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (b) | The 20/20 Building is a three-story office building located in Leawood, Kansas.
| | --- | -------------------------------------------------------------------------------



| | (c) | Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line method over 40 years, 20 years, 10 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-49



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##### Index to Financial Statements

SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2005



|                             |  |      |            |   |                          |   |            |  
|---------------------------- |  | ---- | ---------- | - | ------------------------ | - | ---------- | -
|                             |  | Cost |            |   | Accumulated Depreciation |  
|BALANCE AT DECEMBER 31, 2002 |  | $    | 32,367,249 |   |                          | $ | 3,784,766  |  
|                             |  |     
|2003 additions               |  |      | 14,999     |   |                          |   | 1,095,238  |  
|                             |  |      |            |   |                          |   |            |  
|BALANCE AT DECEMBER 31, 2003 |  |      | 32,382,248 |   |                          |   | 4,880,004  |  
|                             |  |     
|2004 additions               |  |      | 481,469    |   |                          |   | 832,061    |  
|2004 dispositions            |  |      | (8,392,077 | ) |                          |   | (1,285,373 | )
|                             |  |      |            |   |                          |   |            |  
|BALANCE AT DECEMBER 31, 2004 |  |      | 24,471,640 |   |                          |   | 4,426,692  |  
|                             |  |     
|2005 additions               |  |      | 16,437     |   |                          |   | 340,970    |  
|2005 dispositions            |  |      | (9,176,850 | ) |                          |   | (1,640,016 | )
|                             |  |      |            |   |                          |   |            |  
|BALANCE AT DECEMBER 31, 2005 |  | $    | 15,311,227 |   |                          | $ | 3,127,646  |  
|                             |  |      |            |   |                          |   |            |  



Page F-50



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##### Index to Financial Statements

EXHIBIT INDEX

TO

2005 FORM 10-K

OF

WELLS REAL ESTATE FUND XI, 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            | (a) |  | Amended and Restated Agreement of Limited Partnership of Wells Real Estate Fund XI, L.P. (Exhibit 3(a) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells
Real Estate Fund XI, L.P., as amended to date, Commission File No. 333-7979)                                                                                                                                        
|              |    
|*3            | (b) |  | Certificate of Limited Partnership of Wells Real Estate Fund XI, L.P. (Exhibit 3(c) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P.,
as amended to date, Commission File No. 333-7979)                                                                                                                                                           
|              |    
|*10           | (a) |  | Leasing and Tenant Coordinating Agreement with Wells Management Company, Inc. (Exhibit 10(d) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P., as amended to date, Commission File No. 333-7979)                                                                                                                                                  
|              |    
|*10           | (b) |  | Management Agreement with Wells Management Company, Inc. (Exhibit 10(e) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as amended
to date, Commission File No. 333-7979)                                                                                                                                                                       
|              |    
|*10           | (c) |  | Custodial Agency Agreement with The Bank of New York (Exhibit 10(f) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as amended to
date, Commission File No. 333-7979)                                                                                                                                                                           
|              |    
|*10           | (d) |  | Joint Venture Agreement of Fund IX and Fund X Associates dated March 20, 1997 (Exhibit 10(g) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund X,
L.P. and Wells Real Estate Fund XI, L.P., as amended to date, Commission File No. 333-7979)                                                                                                                
|              |    
|*10           | (e) |  | Lease Agreement for the ABB Building dated December 10, 1996, between Wells Real Estate Fund IX, L.P. and ABB Flakt, Inc. (Exhibit 10(kk) to Post-Effective Amendment No. 13 to Form S-11
Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., as amended to date, Commission File No. 33-83852)                                                               
|              |    
|*10           | (f) |  | Development Agreement relating to the ABB Building dated December 10, 1996, between Wells Real Estate Fund IX, L.P. and ADEVCO Corporation (Exhibit 10(ll) to Post-Effective Amendment No. 13
to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., as amended to date, Commission File No. 33-83852)                                              
|              |    
|*10           | (g) |  | Owner-Contractor Agreement relating to the ABB Building dated November 1, 1996, between Wells Real Estate Fund IX, L.P. and Integra Construction, Inc. (Exhibit 10(mm) to Post-Effective
Amendment No. 13 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., as amended to date, Commission File No. 33-83852)                                  
|              |    
|*10           | (h) |  | Agreement for the Purchase and Sale of Real Property relating to the Lucent Technologies Building dated May 30, 1997, between Fund IX and Fund X Associates and Wells Development Corporation
(Exhibit 10(k) to Post-Effective Amendment No. 2 to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as amended to date, Commission File No. 333-7979)
|              |    
|*10           | (i) |  | Net Lease Agreement for the Lucent Technologies Building dated May 30, 1997 (Exhibit 10(l) to Post-Effective Amendment No. 2 to Form S-11 Registration Statement of Wells Real Estate Fund X,
L.P. and Wells Real Estate Fund XI, L.P., as amended to date, Commission File No. 333-7979)                                                                                                                  



---

##### Index to Financial Statements

|              |     |  |                                                                                                                                                                                                                                                                                                                                                                  
|------------- | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |     |  | Description of Document                                                                                                                                                                                                                                                                                                                                          
|              |    
|*10           | (j) |  | Development Agreement relating to the Lucent Technologies Building dated May 30, 1997, between Wells Development Corporation and ADEVCO Corporation (Exhibit 10(m) to Post-Effective Amendment
No. 2 to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as amended to date, Commission File No. 333-7979)
|              |    
|*10           | (k) |  | First Amendment to Net Lease Agreement for the Lucent Technologies Building dated March 30, 1998 (Exhibit 10.10(a) to Form S-11 Registration Statement of Wells Real Estate Investment Trust,
Inc., as amended to date, Commission File No. 333-32099)                                                                                                           
|              |    
|*10           | (l) |  | Amended and Restated Joint Venture Agreement of The Fund IX, Fund X, Fund XI and REIT Joint Venture (the IX-X-XI-REIT Joint Venture) dated July 11, 1998 (Exhibit 10.4 to Form S-11
Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                                     
|              |    
|*10           | (m) |  | Agreement for the Purchase and Sale of Real Property relating to the Ohmeda Building dated November 14, 1997 between Lincor Centennial, Ltd. and Wells Real Estate Fund X, L.P. (Exhibit 10.6
to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                
|              |    
|*10           | (n) |  | Agreement for the Purchase and Sale of Property relating to the 360 Interlocken Building dated February 11, 1998 between Orix Prime West Broomfield Venture and Wells Development Corporation
(Exhibit 10.7 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                  
|              |    
|*10           | (o) |  | Purchase and Sale Agreement relating to the Iomega Building dated February 4, 1998 with SCI Development Services Incorporated (Exhibit 10.11 to Form S-11 Registration Statement of Wells Real
Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                                                                 
|              |    
|*10           | (p) |  | Lease Agreement for the Iomega Building dated April 9, 1996 (Exhibit 10.12 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File
No. 333-32099)                                                                                                                                                   
|              |    
|*10           | (q) |  | Agreement for the Purchase and Sale of Property relating to the Fairchild Building dated June 8, 1998 (Exhibit 10.13 to Form S-11 Registration Statement of Wells Real Estate Investment Trust,
Inc., as amended to date, Commission File No. 333-32099)                                                                                                         
|              |    
|*10           | (r) |  | Restatement of and First Amendment to Agreement for the Purchase and Sale of Property relating to the Fairchild Building dated July 1, 1998 (Exhibit 10.14 to Form S-11 Registration Statement
of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                                                   
|              |    
|*10           | (s) |  | Joint Venture Agreement of Wells/Fremont Associates (the Fremont Joint Venture) dated July 15, 1998 between Wells Development Corporation and Wells Operating Partnership,
L.P. (Exhibit 10.17 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                             
|              |    
|*10           | (t) |  | Joint Venture Agreement of Fund X and Fund XI Associates dated July 15, 1998 (Exhibit 10.18 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to
date, Commission File No. 333-32099)                                                                                                                                  
|              |    
|*10           | (u) |  | Agreement for the Purchase and Sale of Joint Venture Interest relating to the Fremont Joint Venture dated July 17, 1998 between Wells Development Corporation and Fund X and Fund XI Associates
(Exhibit 10.19 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)               
|              |    
|*10           | (v) |  | Lease Agreement for the Fairchild Building dated September 19, 1997 between the Fremont Joint Venture (as successor in interest by assignment) and Fairchild Technologies USA, Inc. (Exhibit
10.20 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                           



---

##### Index to Financial Statements

|              |   |  |                                                                                                                                                                                                                                                                                                                                                                                                               
|------------- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |   |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                       
|              |  
|*10(w         | ) |  | First Amendment to Joint Venture Agreement of Wells/Fremont Associates dated October 8, 1998 (Exhibit 10(w) to Form 10-K of Wells Real Estate Fund X, L.P. for the fiscal year ended December
31, 1998, Commission File No. 0-23719)                                                                                                                                                                          
|              |  
|*10(x         | ) |  | Purchase and Sale Agreement and Joint Escrow Instructions relating to the Cort Furniture Building dated June 12, 1998 between the Cort Joint Venture (as successor in interest by assignment)
and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.21 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                   
|              |  
|*10(y         | ) |  | First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions relating to the Cort Furniture Building dated July 16, 1998 between the Cort Joint Venture (as successor in
interest by assignment) and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.22 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)
|              |  
|*10(z         | ) |  | Joint Venture Agreement of Wells/Orange County Associates (the Cort Joint Venture) dated July 27, 1998 between Wells Development Corporation and Wells Operating Partnership, L.P.
(Exhibit 10.25 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                                                       
|              |  
|*10(aa        | ) |  | Agreement for the Purchase and Sale of Joint Venture Interest relating to the Cort Joint Venture dated July 30, 1998 between Wells Development Corporation and Fund X and Fund XI Associates
(Exhibit 10.26 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                                               
|              |  
|*10(bb        | ) |  | First Amendment to Joint Venture Agreement of Wells/Orange County Associates dated September 1, 1998 (Exhibit 10(dd) to Form 10-K of Wells Real Estate Fund X, L.P. for the fiscal year ended
December 31, 1998, Commission File No. 0-23719)                                                                                                                                                                 
|              |  
|*10(cc        | ) |  | Temporary Lease Agreement for remainder of the ABB Building dated September 10, 1998 between the IX-X-XI-REIT Joint Venture and Associates Housing Finance, LLC (Exhibit 10.35 to Form S-11
Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No. 333-32099)                                                                                            
|              |  
|*10(dd        | ) |  | Amended and Restated Joint Venture Partnership Agreement of The Wells Fund XIFund XIIREIT Joint Venture (Exhibit 10.29 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-83933)                                                                                                                                                  
|              |  
|*10(ee        | ) |  | Agreement of Sale and Purchase relating to the EYBL CarTex Building (Exhibit 10.54 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date,
Commission File No. 333-32099)                                                                                                                                                                                        
|              |  
|*10(ff        | ) |  | Agreement of Purchase and Sale for the Sprint Building (Exhibit 10.5 to Form S-11 Registration Statement of Wells Real Estate Fund XII, L.P., as amended to date, Commission File No.
33-66657)                                                                                                                                                                                                               
|              |  
|*10(gg        | ) |  | Agreement of Sale and Purchase for the Johnson Matthey Building (Exhibit 10.6 to Form S-11 Registration Statement of Wells Real Estate Fund XII, L.P., as amended to date, Commission File No.
33-66657)                                                                                                                                                                                                      
|              |  
|*10(hh        | ) |  | Fifth Amendment to Lease for the Johnson Matthey Building (Exhibit 10.7 to Form S-11 Registration Statement of Wells Real Estate Fund XII, L.P., as amended to date, Commission File No.
33-66657)                                                                                                                                                                                                            
|              |  
|*10(ii        | ) |  | Agreement of Purchase and Sale relating to the Gartner Building (Exhibit 10.63 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission
File No. 333-32009)                                                                                                                                                                                            



---

##### Index to Financial Statements

|              |  |                                                                                                                                                                                                                           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                   
|              | 
|*10(jj)       |  | Lease Agreement for the Gartner Building (Exhibit 10.64 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., as amended to date, Commission File No.
333-32099)                               
|              | 
|*10(kk)       |  | Purchase and Sale Agreement relating to the sale of the Cort Building (Exhibit 10.1 to the Form 10-Q of Wells Real Estate Fund X, L.P. for the quarter ended September 30, 2003, Commission
File No. 0-23719)             
|              | 
|*10(ll)       |  | Lease Agreement with Alstom Power, Inc. for the Alstom Power  Knoxville Building (Exhibit 10.2 to the Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended September 30,
2004, Commission File No. 0-22039)
|              | 
|*10(mm)       |  | Purchase and Sale Agreement for the Johnson Matthey Building (Exhibit 10.2 to the Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended September 30, 2004, Commission File
No. 0-25731)                     
|              | 
|*10(nn)       |  | First amendment to Lease Agreement with Gartner, Inc. for the Gartner Building (Exhibit 10.3 to the Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended September 30, 2004,
Commission File No. 0-25731)   
|              | 
|*10(oo)       |  | Purchase and Sale Agreement for the Alstom PowerKnoxville Building (Exhibit 10.1 to the Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended March 31, 2005, Commission
File No. 0-22039)                  
|              | 
|*10(pp)       |  | Purchase and Sale Agreement for the Gartner Building (Exhibit 10.70 to the Form 10-Q of Wells Real Estate Investment Trust, Inc. for the quarter ended March 31, 2005, Commission FileNo.
0-25739)                        
|              | 
|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