##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-Q



---

(Mark One)



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

For the quarterly period ended September 30, 2007 or



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

For the transition period from
 to

Commission file number 0-22039



---

WELLS REAL ESTATE FUND IX, L.P.

(Exact name of registrant as specified in its
charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Georgia                                                        |  | 58-2126622                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|6200 The Corners Pkwy., Norcross, Georgia                      |  | 30092-3365                             
|(Address of principal executive offices)                       |  | (Zip Code)                             
|                                                               | 
|Registrants telephone number, including area code             |  | (770) 449-7800                         

N/A

(Former name, former address, and former fiscal year, if changed since last report)

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 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



---





---

##### Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Wells Real Estate Fund IX, L.P. (the Partnership or the Registrant) other than historical
facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about our plans,
strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended
to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will, expect, intend,
anticipate, estimate, believe, continue, or other similar words. Specifically, we consider, among others, statements concerning future operating results and cash flows, our ability to meet future
obligations, and the amount and timing of any future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this
report is filed with the Securities and Exchange Commission. We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-Q, 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 distributions to
partners, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A. in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2006 for a discussion of some of the risks and
uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.



Page 2



---

##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                               |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                               |  | Page No.
|         |  |                      
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                              
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                                                          |  |         
|         |  |                       | 
|         |  |                       |  | Balance Sheets  September 30, 2007 (unaudited) and December 31, 2006                                                         |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Nine Months Ended September 30, 2007 (unaudited) and 2006 (unaudited)       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2006 and the Nine Months Ended September 30, 2007 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Nine Months Ended September 30, 2007 (unaudited) and 2006 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                           |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 17      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                    |  | 23      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                       |  | 23      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                              
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                             |  | 23      
|         |  |                       | 
|         |  | Item 1A.              |  | Risk Factors                                                                                                                  |  | 23      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                   |  | 23      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                               |  | 24      
|         |  |                       | 
|         |  | Item  4.              |  | Submission of Matters to a Vote of Security Holders                                                                           |  | 24      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                             |  | 24      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                      |  | 24      



Page 3



---

##### Table of Contents

|PART I. | FINANCIAL INFORMATION
|------- | ---------------------



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

The information furnished in the
Partnerships accompanying balance sheets and consolidated statements of operations, partners capital, and cash flows reflects all adjustments that are, in managements opinion, necessary for a fair and consistent presentation of the
aforementioned financial statements.

The accompanying financial statements should be read in conjunction with the notes to the Partnerships
financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included both in this report on Form 10-Q and in the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006. The Partnerships results of operations for the three months and nine months ended September 30, 2007 are not necessarily indicative of the operating results expected for the full year.



Page 4



---

##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



BALANCE SHEETS

ASSETS



|                             |  |                                |            |                   |   |           
|---------------------------- |  | ------------------------------ | ---------- | ----------------- | - | ----------
|                             |  | (Unaudited) September 30, 2007 |            | December 31, 2006
|Investment in joint ventures |  | $                              | 11,631,402 |                   | $ | 13,597,213
|Cash and cash equivalents    |  |                                | 1,206,210  |                   |   | 4,477,121 
|Due from joint ventures      |  |                                | 186,073    |                   |   | 74,414    
|Other assets                 |  |                                | 5,148      |                   |   | 5,772     
|                             |  |                                |            |                   |   |           
|Total assets                 |  | $                              | 13,028,833 |                   | $ | 18,154,520
|                             |  |                                |            |                   |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                                                                                  |  |   |            |  |   |           
|--------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|LIABILITIES:                                                                                                                      |  |   |            |  |   |           
|Accounts payable and accrued expenses                                                                                             |  | $ | 20,482     |  | $ | 37,141    
|Due to affiliates                                                                                                                 |  |   | 12,954     |  |   | 7,118     
|Partnership distributions payable                                                                                                 |  |   | 218,890    |  |   | 0         
|                                                                                                                                  |  |   |            |  |   |           
|Total liabilities                                                                                                                 |  |   | 252,326    |  |   | 44,259    
|                                                                                                                                  |  |  
|PARTNERS CAPITAL:                                                                                                                |  |   |            |  |   |           
|Limited partners:                                                                                                                 |  |   |            |  |   |           
|Class A  3,263,890 units and 3,259,190 units issued and outstanding as of September 30, 2007 and December 31, 2006,
respectively |  |   | 12,776,507 |  |   | 18,109,548
|Class B  236,110 units and 240,810 units issued and outstanding as of September 30, 2007 and December 31, 2006, respectively     |  |   | 0          |  |   | 0         
|General partners                                                                                                                  |  |   | 0          |  |   | 713       
|                                                                                                                                  |  |   |            |  |   |           
|Total partners capital                                                                                                           |  |   | 12,776,507 |  |   | 18,110,261
|                                                                                                                                  |  |   |            |  |   |           
|Total liabilities and partners capital                                                                                           |  | $ | 13,028,833 |  | $ | 18,154,520
|                                                                                                                                  |  |   |            |  |   |           

See accompanying notes.



Page 5



---

##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF OPERATIONS



|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|------------------------------------------------------------ |  | ------------------------------------------- | --------- | - | ------------------------------------------ | - | --------- | ---- |  | - | --------- | - |  | - | ---------
|                                                             |  | (Unaudited) Three Months EndedSeptember 30, |           |   | (Unaudited) Nine Months EndedSeptember 30,
|                                                             |  | 2007                                        |           |   | 2006                                       |   |           | 2007 |  |   | 2006     
|                                                             |  |                                             |           |  
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                                           | 126,759   |   |                                            | $ | 60,522    |      |  | $ | 429,560   |   |  | $ | 803,955  
|                                                             |  |                                             |           |  
|EXPENSES:                                                    |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|General and administrative                                   |  |                                             | 49,284    |   |                                            |   | 35,507    |      |  |   | 139,059   |   |  |   | 149,907  
|                                                             |  |                                             |           |  
|INTEREST AND OTHER INCOME                                    |  |                                             | 34,515    |   |                                            |   | 18,939    |      |  |   | 190,681   |   |  |   | 53,608   
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|                                                             |  |                                             |           |  
|NET INCOME                                                   |  | $                                           | 111,990   |   |                                            | $ | 43,954    |      |  | $ | 481,182   |   |  | $ | 707,656  
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|                                                             |  |                                             |           |  
|NET INCOME (LOSS) ALLOCATED TO:                              |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|CLASS A LIMITED PARTNERS                                     |  | $                                           | (291,912  | ) |                                            | $ | 44,639    |      |  | $ | 77,993    |   |  | $ | 707,656  
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|CLASS B LIMITED PARTNERS                                     |  | $                                           | 403,902   |   |                                            | $ | 0         |      |  | $ | 403,902   |   |  | $ | 0        
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|GENERAL PARTNERS                                             |  | $                                           | 0         |   |                                            | $ | (685      | )    |  | $ | (713      | ) |  | $ | 0        
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|                                                             |  |                                             |           |  
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|CLASS A                                                      |  |                                             | $(0.09    | ) |                                            |   | $0.01     |      |  |   | $0.02     |   |  |   | $0.22    
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|CLASS B                                                      |  |                                             | $ 1.71    |   |                                            |   | $0.00     |      |  |   | $1.69     |   |  |   | $0.00    
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|                                                             |  |                                             |           |  
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|CLASS A                                                      |  |                                             | 3,263,890 |   |                                            |   | 3,259,190 |      |  |   | 3,261,557 |   |  |   | 3,259,190
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          
|CLASS B                                                      |  |                                             | 236,110   |   |                                            |   | 240,810   |      |  |   | 238,443   |   |  |   | 240,810  
|                                                             |  |                                             |           |   |                                            |   |           |      |  |   |           |   |  |   |          

See accompanying notes.



Page 6



---

##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2006

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED)



|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |      |   |  |   |            |  
|-------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------ | ---------------- | - | ----- | ----------------------- | - | ------ | - | -------- | - |  | - | ---- | - |  | - | ---------- | -
|                                                                                                                     |  | Limited Partners |  |        | General Partners |   |       | Total Partners Capital |  
|                                                                                                                     |  | Class A          |  |        | Class B          |   |       |                        
|                                                                                                                     |  | Units            |  | Amount |                  |   | Units |                         |   | Amount |   |          |  
|                                                                                                                     |  |                  |  |        |                  |  
|BALANCE, December 31, 2005                                                                                           |  | 3,259,190        |  | $      | 18,224,192       |   |       | 240,810                 |   |        | $ | 0        |   |  | $ | 0    |   |  | $ | 18,224,192 |  
|                                                                                                                     |  |                  |  |        |                  |  
|Net income                                                                                                           |  | 0                |  |        | 778,160          |   |       | 0                       |   |        |   | 0        |   |  |   | 713  |   |  |   | 778,873    |  
|Distributions of operating cash flow($0.27 per weighted-average Class A Unit)                                        |  | 0                |  |        | (892,804         | ) |       | 0                       |   |        |   | 0        |   |  |   | 0    |   |  |   | (892,804   | )
|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |      |   |  |   |            |  
|BALANCE, December 31, 2006                                                                                           |  | 3,259,190        |  |        | 18,109,548       |   |       | 240,810                 |   |        |   | 0        |   |  |   | 713  |   |  |   | 18,110,261 |  
|                                                                                                                     |  |                  |  |        |                  |  
|Class B conversion elections                                                                                         |  | 4,700            |  |        | 0                |   |       | (4,700                  | ) |        |   | 0        |   |  |   | 0    |   |  |   | 0          |  
|Net income (loss)                                                                                                    |  | 0                |  |        | 77,993           |   |       | 0                       |   |        |   | 403,902  |   |  |   | (713 | ) |  |   | 481,182    |  
|Distributions of operating cash flow($0.22 per weighted-average Class A Unit)                                        |  | 0                |  |        | (714,934         | ) |       | 0                       |   |        |   | 0        |   |  |   | 0    |   |  |   | (714,934   | )
|Distributions of net sale proceeds($1.44 and $1.69 per weighted-average Class A Unit and Class B Unit,
respectively) |  | 0                |  |        | (4,696,100       | ) |       | 0                       |   |        |   | (403,902 | ) |  |   | 0    |   |  |   | (5,100,002 | )
|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |      |   |  |   |            |  
|BALANCE, September 30, 2007                                                                                          |  | 3,263,890        |  | $      | 12,776,507       |   |       | 236,110                 |   |        | $ | 0        |   |  | $ | 0    |   |  | $ | 12,776,507 |  
|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |      |   |  |   |            |  

See accompanying notes.





Page 7



---

##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                  |  |                                             |            |   |      |   |           |  
|--------------------------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                  |  | (Unaudited) Nine Months Ended September 30, |           
|                                                                                  |  | 2007                                        |            |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                             |            |   |      |   |           |  
|Net income                                                                        |  | $                                           | 481,182    |   |      | $ | 707,656   |  
|Operating distributions received from joint ventures                              |  |                                             | 455,070    |   |      |   | 1,063,886 |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                             |            |   |      |   |           |  
|Equity in income of joint ventures                                                |  |                                             | (429,560   | ) |      |   | (803,955  | )
|Changes in assets and liabilities:                                                |  |                                             |            |   |      |   |           |  
|Decrease (increase) in other assets                                               |  |                                             | 624        |   |      |   | (6,167    | )
|Decrease in accounts payable and accrued expenses                                 |  |                                             | (16,659    | ) |      |   | (28,469   | )
|Increase (decrease) in due to affiliates                                          |  |                                             | 5,836      |   |      |   | (2,150    | )
|                                                                                  |  |                                             |            |   |      |   |           |  
|Net cash provided by operating activities                                         |  |                                             | 496,493    |   |      |   | 930,801   |  
|                                                                                  |  |                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                             |            |   |      |   |           |  
|Net sale proceeds received from joint ventures                                    |  |                                             | 1,828,642  |   |      |   | 0         |  
|                                                                                  |  |                                            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                             |            |   |      |   |           |  
|Operating distributions paid to limited partners                                  |  |                                             | (496,044   | ) |      |   | (876,118  | )
|Net sale proceeds distributions paid to limited partners                          |  |                                             | (5,100,002 | ) |      |   | 0         |  
|                                                                                  |  |                                             |            |   |      |   |           |  
|Net cash used in financing activities                                             |  |                                             | (5,596,046 | ) |      |   | (876,118  | )
|                                                                                  |  |                                            
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              |  |                                             | (3,270,911 | ) |      |   | 54,683    |  
|                                                                                  |  |                                            
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                             | 4,477,121  |   |      |   | 1,422,651 |  
|                                                                                  |  |                                             |            |   |      |   |           |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                                           | 1,206,210  |   |      | $ | 1,477,334 |  
|                                                                                  |  |                                             |            |   |      |   |           |  
|                                                                                  |  |                                            
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                             |            |   |      |   |           |  
|Partnership distributions payable                                                 |  | $                                           | 218,890    |   |      | $ | 297,601   |  
|                                                                                  |  |                                             |            |   |      |   |           |  

See accompanying notes.



Page 8



---

##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 (unaudited)



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

Wells Real Estate Fund IX, 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 (WREF). Leo F.
Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on August 15, 1994 for the purpose of acquiring, developing, constructing, 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. Limited partners have the right to
change their prior elections to have some or all of their units treated as Class A 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 January 5, 1996, the
Partnership commenced a public offering of its limited partnership units 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 February 12, 1996. The offering was terminated on December 30, 1996, at which time the Partnership had sold approximately 2,935,931 Class A Units and 564,069 Class B Units representing capital contributions of
$35,000,000.

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

|                                                             |  |                                                                         |  |                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------ |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                |  | Joint Venture Partners                                                  |  | Properties                                                                                                                                                                                                                                                                                                    
|                                                             |  |                                                                        
|Fund VIII and Fund IX Associates (Fund VIII-IX Associates) |  |   Wells Real Estate Fund VIII, L.P.
  Wells Real Estate Fund IX, L.P. |  | 1. US Cellular Building A four-story office building located in Madison, Wisconsin  2. 14079 Senlac Drive (formerly known as the AT&T  Texas Building) A one-story office building located in Farmers Branch, Texas  3. 305 Interlocken Parkway A two-story office building located in Broomfield, Colorado



Page 9



---

##### Table of Contents

|                                                                                       |  |                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                          |  | Joint Venture Partners                                                                                                                        |  | Properties                                                                                                                                                                                                                                                                                                                                                       
|                                                                                       |  |                                                                                                                                              
|Fund VIII-IX-REIT Joint Venture (Fund VIII-IX-REIT Associates)(1)                    |  |   Fund VIIIIX Associates   Piedmont Operating Partnership, LP                                                                              |  | No properties owned during the periods presented.                                                                                                                                                                                                                                                                                                                
|                                                                                       |  |                                                                                                                                              
|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.   Piedmont Operating Partnership, LP |  | 4. 360 Interlocken Building A three-story office building located in Broomfield, Colorado 
5. Avaya Building A one-story office building located in Oklahoma City, Oklahoma  6. Iomega Building(2) A single-story warehouse and office building located in Ogden, Utah  7. 1315 West Century Drive(3) A two-story office building located in Louisville, Colorado



| | (1) | This joint venture was
liquidated in 2007.
| | --- | ------------------------------------------



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



| | (3) | This property was sold
in December 2006.
| | --- | ----------------------------------------

Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund X, L.P, and Wells Real Estate Fund XI, L.P. are
affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and foregoing properties, refer to the Partnerships
Annual Report on Form 10-K for the year ended December 31, 2006.

On December 22, 2006, Fund IX-X-XI-REIT Associates sold 1315 West Century Drive
to an unrelated third party for a gross sale price of $8,325,000. As a result of the sale, Fund IX-X-XI-REIT Associates received net sale proceeds of approximately $8,060,000, of which approximately $3,146,000 was distributed to the Partnership. As
of September 30, 2006, Fund IX-X-XI-REIT Associates recognized an impairment loss of approximately $354,000 in order to reduce the carrying value of 1315 West Century Drive to its estimated fair value, less costs to sell, and recognized an
additional loss on sale of approximately $148,000. Approximately $138,000 and $58,000 of the impairment loss and loss on sale were allocable to the Partnership, respectively.

On January 31, 2007, Fund IX-X-XI-REIT Associates sold the Iomega Building to an unrelated third party for a gross sale price of $4,867,000. As a result of the sale, the Partnership received net sale proceeds of
approximately $1,829,000 and was allocated a gain of approximately $69,000.



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

Basis of
Presentation

The financial statements of the Partnership have been prepared in accordance with rules and regulations of the Securities and Exchange
Commission (SEC), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted
accounting principles (GAAP) for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and
necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the
Partnerships Annual Report on Form 10-K for the year ended December 31, 2006.



Page 10



---

##### Table of Contents

Investment in Joint Ventures

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

Other Assets

As of September 30, 2007 and December 31,
2006, other assets is comprised of interest income receivable. Interest receivable represents interest earned during the period presented, which will be received in the following month.

Distributions of Net Cash from Operations

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



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



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



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

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

Distribution of Sale Proceeds

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



| |  |  | In the event that the particular property sold is sold for a price that is less than its original property purchase price, to the limited partners holding
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 such limited partners have received an amount necessary to equal the
net cash available for distribution previously received by the limited partners holding Class A Units on a per-unit basis;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 11



---

##### Table of Contents

| |  |  | To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contribution, 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
contribution, 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 all General Partners until they have received 100% of their capital contributions; in the event that limited partners have received aggregate cash distributions
from the Partnership over the life of their investment in excess of a return of their net capital contributions plus their preferential limited partner return, then the General Partners shall receive an additional sum equal to 25% of such excess;
and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

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

For the
purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery, and the gain on the sale of asset. Net income,
as defined, of the Partnership will be allocated each year in the same proportions 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.

Gain on the sale or exchange of the Partnerships properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are
made, if applicable: (i) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (ii) allocations to partners having negative capital accounts until all negative capital accounts have been restored
to zero; and (iii) 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.

Impairment of Real Estate Assets

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



Page 12



---

##### Table of Contents

Reclassifications

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

Recent Accounting
Pronouncements

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

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

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and
expands disclosures required for fair value measurements under GAAP, including amending SFAS No. 144. SFAS No. 157 emphasizes that fair value is a market-based measurement, as opposed to an entity-specific measurement. SFAS No. 157
will be effective for the Partnership beginning January 1, 2008. The Partnership is currently assessing these provisions and evaluating the financial impact of SFAS No. 157 on its financial statements, however, does not believe the
adoption of this pronouncement will have a material impact on its financial statements.

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



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

Impairment of Real Estate Assets

Fund IX-X-XI-REIT Associates reevaluated the recoverability of the carrying value of 1315 West Century Drive pursuant to the Partnerships policy
for evaluating and accounting for the impairment of real estate assets described above. Fund IX-X-XI-REIT Associates determined that the carrying value of the real estate assets of 1315 West Century Drive was not recoverable, as compared to the
estimated fair value, primarily as a result of reducing the estimated holding period of such assets. Accordingly, Fund IX-X-XI-REIT Associates reduced the carrying value of its real estate assets to the estimated fair value by recognizing an
impairment loss of approximately $354,000 during the third quarter in 2006, of which approximately $138,000 is allocable to the Partnership. This impairment loss is included in income (loss) from discontinued operations for the three months and nine
months ended September 30, 2006 in the table below.



Page 13



---

##### Table of Contents

Summary of Financial Information

Condensed financial information for the joint ventures in which the Partnership held direct interests for the three months and nine months ended September 30, 2007 and 2006, respectively, is presented below:



|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |           |      |   |         |      |  |      |          |   |  |   |           |  |   |           |  
|---------------------------- |  | ------------------ | --------- | -------------------------------- | - | ----------------------------------------- |  | ---- | ------------------ | ---- | - | --------- | ---- | - | ------- | ---- |  | ---- | -------- | - |  | - | --------- |  | - | --------- | -
|                             |  | Total Revenues     |           | Income FromContinuing Operations |   | Loss FromDiscontinued Operations          |  |      | Net Income (Loss)  |     
|                             |  | Three Months Ended |           | Three Months Ended               |   | Three Months Ended                        |  |      | Three Months Ended |     
|                             |  | September 30,      |           | September 30,                    |   | September 30,                             |  |      | September 30,      |     
|                             |  | 2007               |           | 2006                             |   | 2007                                      |  | 2006 |                    | 2007 |   |           | 2006 |   |         | 2007 |  | 2006 |         
|Fund VIII-IX Associates      |  | $                  | 588,731   |                                  | $ | 715,687                                   |  | $    | 163,656            |      | $ | 264,734   |      | $ | 0       |      |  | $    | 0        |   |  | $ | 163,656   |  | $ | 264,734   |  
|Fund IX-X-XI-REIT Associates |  |                    | 402,658   |                                  |   | 386,491                                   |  |      | 140,574            |      |   | 212,068   |      |   | (5,345  | )    |  |      | (363,608 | ) |  |   | 135,229   |  |   | (151,540  | )
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |           |      |   |         |      |  |      |          |   |  |   |           |  |   |           |  
|                             |  | $                  | 991,389   |                                  | $ | 1,102,178                                 |  | $    | 304,230            |      | $ | 476,802   |      | $ | (5,345  | )    |  | $    | (363,608 | ) |  | $ | 298,885   |  | $ | 113,194   |  
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |           |      |   |         |      |  |      |          |   |  |   |           |  |   |           |  
|                             |  |                    |           |                                 
|                             |  | Total Revenues     |           | Income FromContinuing Operations |   | Income (Loss) FromDiscontinued Operations |  |      | Net Income         |     
|                             |  | Nine Months Ended  |           | Nine Months Ended                |   | Nine Months Ended                         |  |      | Nine Months Ended  |     
|                             |  | September 30,      |           | September 30,                    |   | September 30,                             |  |      | September 30,      |     
|                             |  | 2007               |           | 2006                             |   | 2007                                      |  | 2006 |                    | 2007 |   |           | 2006 |   |         | 2007 |  | 2006 |         
|Fund VIII-IX Associates      |  | $                  | 1,779,388 |                                  | $ | 3,025,936                                 |  | $    | 487,107            |      | $ | 1,706,598 |      | $ | 0       |      |  | $    | 0        |   |  | $ | 487,107   |  | $ | 1,706,598 |  
|Fund IX-X-XI-REIT Associates |  |                    | 1,154,569 |                                  |   | 1,154,079                                 |  |      | 343,287            |      |   | 461,758   |      |   | 193,140 |      |  |      | (378,446 | ) |  |   | 536,427   |  |   | 83,312    |  
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |           |      |   |         |      |  |      |          |   |  |   |           |  |   |           |  
|                             |  | $                  | 2,933,957 |                                  | $ | 4,180,015                                 |  | $    | 830,394            |      | $ | 2,168,356 |      | $ | 193,140 |      |  | $    | (378,446 | ) |  | $ | 1,023,534 |  | $ | 1,789,910 |  
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |           |      |   |         |      |  |      |          |   |  |   |           |  |   |           |  

Condensed financial information for the joint venture in which the Partnership held an interest through its
interest in Fund VIII-IX Associates for the three months and nine months ended September 30, 2007 and 2006, respectively, is presented below:



|                             |  |                    |  |                                |  |                                  |  |                    |  |      |  |           |  |      |  |          
|---------------------------- |  | ------------------ |  | ------------------------------ |  | -------------------------------- |  | ------------------ |  | ---- |  | --------- |  | ---- |  | ---------
|                             |  | Total Revenues     |  | Loss From ContinuingOperations |  | Loss From DiscontinuedOperations |  | Net Loss          
|                             |  | Three Months Ended |  | Three Months Ended             |  | Three Months Ended               |  | Three Months Ended
|                             |  | September 30,      |  | September 30,                  |  | September 30,                    |  | September 30,     
|                             |  | 2007               |  | 2006                           |  | 2007                             |  | 2006               |  | 2007 |  | 2006      |  | 2007 |  | 2006     
|Fund VIII-IX-REIT Associates |  | $0                 |  | $198                           |  | $0                               |  | $(9,076)           |  | $0   |  | $(18,055) |  | $0   |  | $(27,131)
|                             |  |                    |  |                                |  |                                  |  |                    |  |      |  |           |  |      |  |          
|                             |  |                    |  |                               
|                             |  | Total Revenues     |  | Loss FromContinuing Operations |  | Loss FromDiscontinued Operations |  | Net Loss          
|                             |  | Nine Months Ended  |  | Nine Months Ended              |  | Nine Months Ended                |  | Nine Months Ended 
|                             |  | September 30,      |  | September 30,                  |  | September 30,                    |  | September 30,     
|                             |  | 2007               |  | 2006                           |  | 2007                             |  | 2006               |  | 2007 |  | 2006      |  | 2007 |  | 2006     
|Fund VIII-IX-REIT Associates |  | $0                 |  | $1,435                         |  | $0                               |  | $(17,048)          |  | $0   |  | $(17,118) |  | $0   |  | $(34,166)
|                             |  |                    |  |                                |  |                                  |  |                    |  |      |  |           |  |      |  |          





Page 14



---

##### Table of Contents

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



|                             |  |                                      |        |                                      |    |              |   |         |  |               |         |  |                |         |   |              |   |          |   |  |    |  |   |          |  
|---------------------------- |  | ------------------------------------ | ------ | ------------------------------------ | -- | ------------ | - | ------- |  | ------------- | ------- |  | -------------- | ------- | - | ------------ | - | -------- | - |  | -- |  | - | -------- | -
|                             |  | Nine Months Ended September 30, 2007 |        | Nine Months Ended September 30, 2006 |   
|                             |  | OperatingIncome                      |        | ImpairmentLoss                       |    | Gain on Sale |   | Total   |  | OperatingLoss |         |  | ImpairmentLoss |         |   | Gain on Sale |   | Total    |  
|Fund VIII-IX Associates      |  | $                                    | 0      |                                      | $0 |              | $ | 0       |  | $             | 0       |  | $              | 0       |   |              | $ | 0        |   |  | $0 |  | $ | 0        |  
|Fund VIII-IX-REIT Associates |  |                                      | 0      |                                      | 0  |              |   | 0       |  |               | 0       |  |                | (17,118 | ) |              |   | 0        |   |  | 0  |  |   | (17,118  | )
|Fund IX-X-XI-REIT Associates |  |                                      | 21,719 |                                      | 0  |              |   | 171,421 |  |               | 193,140 |  |                | (24,120 | ) |              |   | (354,326 | ) |  | 0  |  |   | (378,446 | )
|                             |  |                                      |        |                                      |    |              |   |         |  |               |         |  |                |         |   |              |   |          |   |  |    |  |   |          |  
|                             |  | $                                    | 21,719 |                                      | $0 |              | $ | 171,421 |  | $             | 193,140 |  | $              | (41,238 | ) |              | $ | (354,326 | ) |  | $0 |  | $ | (395,564 | )
|                             |  |                                      |        |                                      |    |              |   |         |  |               |         |  |                |         |   |              |   |          |   |  |    |  |   |          |  

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of September 30, 2007 and December 31, 2006 represents operating cash flow generated by the Joint Ventures for the three months
ended September 30, 2007 and December 31, 2006, respectively, which is attributable to the Partnership.



|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 accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnerships properties owned through the Joint Ventures, equal to
(a) 3% for management services and 3% for leasing services of the gross revenues collected monthly, 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, which is assessed periodically based on market studies, or (b) in the case of commercial properties 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. Management and leasing fees are paid by the Joint Ventures and, accordingly,
included in equity in income of joint ventures in the accompanying statements of operations. The Partnerships share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures is $14,649 and $24,552 for the
three months ended September 30, 2007 and 2006, respectively, and $57,916 and $77,039 for the nine months ended September 30, 2007 and 2006, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of our general
partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with
the General Partners based on estimates of the amount of time dedicated to 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 $21,528 and $22,159 for the three months ended September 30, 2007 and 2006, respectively, and $69,559 and $64,398 for the nine months ended September 30, 2007 and
2006, respectively. As of September 30, 2007 and December 31, 2006, due to affiliates balances represent administrative reimbursements due to Wells Capital and/or Wells Management.



Page 15



---

##### Table of Contents

Economic Dependency

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

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

Future net income generated by WREF will be largely
dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored programs and the volume of future
acquisitions and dispositions of real estate assets by WREF-sponsored programs, as well as anticipated dividend income earned from its holdings of common stock of Piedmont REIT. In addition, WREF guarantees unsecured debt of $160 million held by
another WREF-sponsored product that is in the start-up phase of its operations. As of September 30, 2007, the General Partners believe that WREF generates adequate cash flow from operations and has adequate liquidity available in the form of
cash on hand and current receivables necessary to meet its current and future obligations as they become due.

Assertion of Legal Actions Against
Related-Parties

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

On August 24, 2007, two stockholders of Piedmont REIT filed a putative derivative complaint, styledDonald and Donna Goldstein, Derivatively on
behalf of Defendant Wells Real Estate Investment Trust, Inc. v. Leo F. Wells, III, et. al.,in the Superior Court of Fulton County, Georgia on behalf of Piedmont REIT against, among others, Leo F. Wells, III and Wells Capital, our General
Partners, and a number of individuals who currently or



Page 16



---

##### Table of Contents

formerly served as officers or directors of Piedmont REIT. The complaint alleges, among other things, that the consideration paid by Piedmont REIT as
part of the internalization transaction was excessive; that the defendants breached their fiduciary duties to Piedmont REIT; and that the internalization transaction unjustly enriched the defendants. The complaint seeks, among other things, a
judgment declaring that the defendants committed breaches of their fiduciary duties and were unjustly enriched at the expense of Piedmont REIT; monetary damages equal to the amount by which Piedmont REIT was damaged by the defendants; an order
awarding Piedmont REIT restitution from the defendants and ordering disgorgement of all profits and benefits obtained by the defendants from their wrongful conduct and fiduciary breaches; an order rescinding the internalization transaction; and the
establishment of a constructive trust upon any benefits improperly received by the defendants as a result of their wrongful conduct. On October 19, 2007, the Court granted the defendants motion for a protective order staying
discovery until the Court rules on the defendants motion to dismiss the complaint. On October 31, 2007, the defendants filed their motion to dismiss the plaintiffs derivative complaint, which is currently pending before the
Court. Mr. Wells and Wells Capital intend to vigorously defend this action. Any financial loss incurred by Wells Capital or its affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.



|5. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

The Partnership and its General
Partners are from time to time a party to legal proceedings, which arise in the ordinary course of its business. The Partnership is not currently involved in any legal proceedings of which the outcome is reasonably possible to have a material
adverse effect on results of operations or financial condition. The Partnership is not aware of any legal proceedings contemplated by governmental authorities.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also Cautionary Note Regarding Forward-Looking Statements preceding
Part I, as well as the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the year ended December 31, 2006.

Overview

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



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

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



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

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



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

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



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

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



Page 17



---

##### Table of Contents

| |  |  | 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.

Portfolio Overview

We are currently in the holding phase of our life cycle. We now own interests in five assets,
following the sale of the Iomega Building in the first quarter of 2007. This sale provided us the opportunity to avoid substantial re-leasing costs at this property. While the Iomega Building was leased through April 2009, the tenant was not
occupying the building and re-leasing the building following the known vacancy would have involved considerable costs, both in terms of re-leasing costs and lost revenue during the downtime. Our focus at this time involves leasing and marketing
efforts that we believe will deliver the best operating performance for our limited partners.

The third quarter 2007 operating distributions to limited
partners remained consistent with the level paid in the previous quarter. We anticipate that operating distributions will remain low in the near-term as a result of funding our pro-rata share of anticipated re-leasing costs at the US Cellular
Building, the Avaya Building, and the 360 Interlocken Building.

In August 2007, the General Partners distributed net sale proceeds of approximately $5.1
million to the limited partners from the sales of Alstom Power  Knoxville Building, 1315 West Century Drive, and the Iomega Building. Once the details surrounding the timing of the capital requirements and the potential sales of the properties
become known, the General Partners will evaluate if distributions of the remaining net sale proceeds 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 our limited partners by negotiating long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property level
costs, and portfolio costs. As we move into the positioning-for-sale and disposition-and-liquidation phases, our attention will shift to locating suitable buyers and negotiating purchase-sale contracts that will attempt to maximize the total return
to our limited partners and minimize contingencies and our post-closing involvement with buyers.

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



| |  |  | The 15253 Bake Parkway property sold on December 2, 2004.
| | - |  | ---------------------------------------------------------



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



| |  |  | The 1315 West Century Drive property sold on December 22, 2006.
| | - |  | ---------------------------------------------------------------



| |  |  | The Iomega Building sold on January 31, 2007.
| | - |  | ---------------------------------------------



| |  |  | The US Cellular Building, located in Madison, Wisconsin, is 73% leased until April 2013. We are actively working on re-leasing the remaining vacant space.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 14079 Senlac Drive property, located in Farmers Branch, Texas, is 100% leased through July 2011.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | The 305 Interlocken Parkway property, located in the Broomfield submarket of Denver, Colorado, is 100% leased through August 2011.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 360 Interlocken Building, located in the Broomfield submarket of Denver, Colorado, is 100% leased. The majority of this building is leased to GAIAM, Inc.
through May 2008.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Page 18



---

##### Table of Contents

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 nine months
ended September 30, 2007, we generated net operating cash flows, including distributions received from the Joint Ventures, of approximately $496,000, all of which were used to fund operating distributions to Class A limited partners.
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. Future operating
distributions paid to limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for tenant re-leasing costs and other
capital improvements for properties owned by the Joint Ventures. We anticipate future operating distributions from the Joint Ventures may decline as we fund our pro-rata share of anticipated re-leasing costs for the US Cellular Building, the Avaya
Building, and the 360 Interlocken Building.

During 2007, we also received net sale proceeds of approximately $1,829,000 from the sale of the Iomega
Building and distributed net sale proceeds of approximately $5,100,000 to limited partners from the sales of the Alstom Power  Knoxville Building, 1315 West Century Drive, and the Iomega Building.

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
$252,000 as of September 30, 2007.

Long-Term Liquidity

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

Capital Resources

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



Page 19



---

##### Table of Contents

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

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

As of September 30, 2007, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented
below:



|                                                   |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                                   |  |                                                         |  |   |            |  |   |        
|-------------------------------------------------- |  | ----------------- | --- |  | ------------------------------------- |  | ---------------------------------------------- | ---------- | ------------------------ | - | ----------------------------------------------------------------- |  | ------------------------------------------------------- |  | - | ---------- |  | - | -------
|                                                   |  | Net Sale Proceeds |     |  | Partnerships Approximate Ownership % |  | Net Sale Proceeds Allocated to
the Partnership |            | Use of Net Sale Proceeds |   | Net Sale Proceeds Distributed toPartners as of September 30, 2007 |  | Undistributed NetSale Proceeds as
of September 30, 2007
|Property Sold                                      |  |                   |     |  | Amount                                |  | Purpose                                        |            |                         
|305 Interlocken Parkway(early termination in 2004) |  | $800,000          | (1) |  | 45.2%                                 |  | $                                              | 361,626    |                          | $ | 0                                                                 |  |                                                        |  | $ | 361,626    |  | $ | 0      
|                                                   |  |                   |     |  |                                       |  |                                               
|15253 Bake Parkway(sold in 2004)                   |  | $11,892,035       |     |  | 38.1%                                 |  |                                                | 4,526,770  |                          |   | 237,910                                                           |  |   Re-leasing15253 Bake Parkway (2004)                  |  |   | 4,288,860  |  |   | 0      
|                                                   |  |                   |     |  |                                       |  |                                               
|Alstom Power  Knoxville Building(sold in 2005)    |  | $11,646,089       |     |  | 39.0%                                 |  |                                                | 4,545,538  |                          |   | 0                                                                 |  |                                                        |  |   | 4,545,538  |  |   | 0      
|                                                   |  |                   |     |  |                                       |  |                                               
|1315 West Century Drive(sold in 2006)              |  | $8,059,625        |     |  | 39.0%                                 |  |                                                | 3,145,720  |                          |   | 0                                                                 |  |                                                        |  |   | 3,145,720  |  |   | 0      
|                                                   |  |                   |     |  |                                       |  |                                               
|Iomega Building(sold in 2007)                      |  | $4,685,151        |     |  | 39.0%                                 |  |                                                | 1,828,642  |                          |   | 0                                                                 |  |                                                        |  |   | 858,255    |  |   | 970,387
|                                                   |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                                   |  |                                                         |  |   |            |  |   |        
|                                                   |  |                   |     |  |                                       |  | $                                              | 14,408,296 |                          | $ | 237,910                                                           |  |                                                         |  | $ | 13,199,999 |  | $ | 970,387
|                                                   |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                                   |  |                                                         |  |   |            |  |   |        



| | (1) | Represents payment
received for unamortized tenant improvements in connection with the Cirrus Logic, Inc. lease termination.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

Upon evaluating the
capital needs of the properties in which we currently hold an interest, our General Partners have decided to reserve net sale proceeds of approximately $1.0 million. Accordingly, in August 2007, net sale proceeds of approximately $5.1 million from
the sales of Alstom Power  Knoxville Building, 1315 West Century Drive, and the Iomega Building were distributed to the limited partners.

Results
of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $126,759 and $60,522 for the three months ended September 30, 2007 and 2006, respectively. The increase is primarily a result of (i) recognizing an impairment loss at 1315 West Century Drive
in the third quarter of 2006 as a result of a change in managements intended holding period for



Page 20



---

##### Table of Contents

this asset, (ii) an increase in operating income resulting from the sale of a vacant building, 1315 West Century Drive, in December 2006, partially
offset by (iii) a decline in operating income resulting from sale of the Iomega Building, and (iv) a decline in rental income as a result of a lease restructuring for the US Cellular Building, which reduced the square footage leased and
the rental rate.

Equity in income of Joint Ventures was $429,560 and $803,955 for the nine months ended September 30, 2007 and 2006, respectively.
The decrease is primarily a result of (i) a decline in rental income as a result of a lease restructuring for the US Cellular Building, which reduced the square footage leased and the rental rate; (ii) lease cancellation income earned in
first six months of 2006 at 305 Interlocken Parkway, partially offset by (iii) the gain recognized from the sale of the Iomega Building in January 2007; (iv) recognizing an impairment loss at 1315 West Century Drive in the third
quarter of 2006 as a result of a change in managements intended holding period for this asset; and (v) the net change in operating income as a result of the aforementioned sales.

Absent leasing activity at the US Cellular Building or property sales, we expect equity in income of Joint Ventures to remain at similar levels.

Expenses

General and administrative expenses were $49,284 and
$35,507 for the three months ended September 30, 2007 and 2006, respectively. The increase is primarily a result of an increase in accounting fees and printing costs, substantially all of which resulted from reporting and regulatory
requirements.

General and administrative expenses were $139,059 and $149,907 for the nine months ended September 30, 2007 and 2006, respectively. The
decrease is primarily a result of (i) a decline in legal fees, (ii) a decline in Tennessee partnership franchise and excise taxes resulting from the sale of the Partnerships sole Tennessee property, the Alstom Power  Knoxville
Building, incurred in the first quarter of 2006, partially offset by (iii) an increase in administrative costs, substantially all of which resulted from reporting and regulatory requirements. We anticipate increases in our administrative
expenses in future periods resulting from increased costs relating to compliance with additional reporting and regulatory requirements.

Interest and
Other Income

Interest and other income was $34,515 and $18,939 for the three months ended September 30, 2007 and 2006, respectively, and $190,681
and $53,608 for the nine months ended September 30, 2007 and 2006, respectively. The 2007 increases are primarily a result of an increase in the average amount of net sale proceeds held during the respective periods as a result of the sales of
1315 West Century Drive in December 2006 and the Iomega Building in January 2007, partially offset by the distribution of net sale proceeds to the limited partners in August 2007. Future levels of interest income will be largely dependent upon the
level of net sale proceeds held based on the timing of future dispositions and net sale proceeds distributions to the limited partners.

Inflation

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

Application of Critical Accounting Policies

Summary

Our accounting policies have been established to conform with 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



Page 21



---

##### Table of Contents

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 our depreciable assets. Management considers the period of future benefit of the assets 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 will be as follows:



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

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

Valuation of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest through investments in the Joint Ventures may not be recoverable. When
indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the
real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying
value, management adjusts the real estate assets to the fair value, as defined by SFAS 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. In the third quarter of 2006, Fund IX-X-XI-REIT
Associates recorded an impairment loss for 1315 West Century Drive of approximately $354,000, of which approximately $138,000 was allocated to the Partnership, to reduce the carrying value of 1315 West Century Drive to its fair value, less costs to
sell, as a result of a change in managements intended holding period for this asset.

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

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, and their affiliates, whereby we pay certain fees and expense
reimbursements to Wells Capital, Wells



Page 22



---

##### Table of Contents

Management, and their affiliates for asset management; the management and leasing of our properties; administrative services relating to accounting, property
management, and other partnership administration, and incur the related expenses. See Note 4 to our financial statements included in this report for a description of these fees and expense reimbursements we have incurred.



|ITEM 3. | 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 4. | 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 Wells Partners, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, of the effectiveness of the
design and operation of the Partnerships 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 the Principal Financial Officer of Wells Capital concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly 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 the Principal Executive Officer and the Principal Financial Officer of Wells
Capital, 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 September 30, 2007 that have materially affected, or are likely to materially affect, our internal control over financial reporting.



|PART II. | OTHER INFORMATION
|-------- | -----------------



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are from time to time a party to legal
proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in managements judgment based on information currently available, have a material adverse effect on
our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended September 30, 2007, requiring disclosure under Item 103 of Regulation S-K.



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

There have been no material changes from the risk
factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|(a) | We did not sell any equity securities that were not registered under the Securities Act of 1933 during the quarter ended September 30, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|(c) | We did not redeem any securities during the quarter ended September 30, 2007.
|--- | -----------------------------------------------------------------------------



Page 23



---

##### Table of Contents

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



|(a) | We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended September 30, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



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

No matters
were submitted to a vote of our limited partners during the quarter ended September 30, 2007.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



|(a) | During the quarter ended September 30, 2007, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|ITEM 6. | EXHIBITS
|------- | --------

The Exhibits to this report are set forth on Exhibit
Index to Third Quarter Form 10-Q attached hereto.



Page 24



---

##### Table of Contents

SIGNATURES

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



|                 |  |  |  |                                                                                                   |  |                            
|---------------- |  |  |  | ------------------------------------------------------------------------------------------------- |  | ---------------------------
|                 |  |  |  | WELLS REAL ESTATE FUND IX, L.P. (Registrant)                                                     
|                 |  |  | 
|                 |  |  |  | By:                                                                                               |  | WELLS PARTNERS, L.P.       
|                 |  |  |  |                                                                                                   |  | (General Partner)          
|                 |  |  | 
|                 |  |  |  | By:                                                                                               |  | WELLS CAPITAL, INC.        
|                 |  |  |  |                                                                                                   |  | (Corporate General Partner)
|                 |  | 
|November 8, 2007 |  |  |  | /S/    LEO F. WELLS,
III                                                                         
|                 |  |  |  | Leo F. Wells, III President, Principal
Executive Officer,and Sole Director of Wells Capital, Inc.
|                 |  | 
|November 8, 2007 |  |  |  | /S/    DOUGLAS P.
WILLIAMS                                                                       
|                 |  |  |  | Douglas P. Williams Principal Financial
Officer of Wells Capital, Inc.                           



Page 25



---

##### Table of Contents

EXHIBIT INDEX

TO THIRD QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND IX, L.P.



|            |  |                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                   
|            | 
|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