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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 June 30, 2008

or



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

For the transition period from to
 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 No.)
|                                                               | 
|6200 The Corners Parkway, Norcross, Georgia                    |  | 30092-3365                          
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                               | 
|Registrants telephone number, including area code             |  | (770) 449-7800                      

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, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated file, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈                 Accelerated filer   ̈

Non-accelerated filer  x (Do not check if a smaller reporting
company)                 Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ̈    No  x











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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, 2007 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.



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WELLS REAL ESTATE FUND IX, L.P.



TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                         |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                         |  | Page No.
|         |  |                      
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                                                    |  |         
|         |  |                       | 
|         |  |                       |  | Balance Sheets  June 30, 2008 (unaudited) and December 31, 2007                                                        |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Six Months Ended June 30, 2008 (unaudited) and 2007 (unaudited)       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2007 and the Six Months Ended June 30, 2008 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Six Months Ended June 30, 2008 (unaudited) and 2007 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                     |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 16      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                              |  | 22      
|         |  |                       | 
|         |  | Item 4T.              |  | Controls and Procedures                                                                                                 |  | 22      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                       |  | 22      
|         |  |                       | 
|         |  | Item 1A.              |  | Risk Factors                                                                                                            |  | 22      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                             |  | 22      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                         |  | 23      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                     |  | 23      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                       |  | 23      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                |  | 23      



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



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

The information furnished in the
Partnerships accompanying balance sheets and 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, 2007. The Partnerships results of operations for the three months and six months ended June 30, 2008 are not necessarily indicative of the operating results expected for the full year.



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WELLS REAL ESTATE FUND IX, L.P.



BALANCE SHEETS

ASSETS



|                             |  |                         |            |                  |   |           
|---------------------------- |  | ----------------------- | ---------- | ---------------- | - | ----------
|                             |  | (Unaudited)June 30,2008 |            | December 31,2007
|Investment in joint ventures |  | $                       | 9,757,004  |                  | $ | 9,986,257 
|Cash and cash equivalents    |  |                         | 996,243    |                  |   | 3,542,661 
|Due from joint ventures      |  |                         | 202,998    |                  |   | 222,549   
|Other assets                 |  |                         | 1,790      |                  |   | 13,283    
|                             |  |                         |            |                  |   |           
|Total assets                 |  | $                       | 10,958,035 |                  | $ | 13,764,750
|                             |  |                         |            |                  |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                 |  |   |            |  |   |           
|------------------------------------------------ |  | - | ---------- |  | - | ----------
|LIABILITIES:                                     |  |   |            |  |   |           
|Accounts payable and accrued expenses            |  | $ | 25,657     |  | $ | 23,336    
|Due to affiliates                                |  |   | 11,324     |  |   | 8,828     
|Partnership distributions payable                |  |   | 126,459    |  |   | 204,055   
|                                                 |  |   |            |  |   |           
|Total liabilities                                |  |   | 163,440    |  |   | 236,219   
|                                                 |  |  
|PARTNERS CAPITAL:                               |  |   |            |  |   |           
|Limited partners:                                |  |   |            |  |   |           
|Class A  3,263,890 units issued and outstanding |  |   | 10,794,595 |  |   | 13,092,430
|Class B  236,110 units issued and outstanding   |  |   | 0          |  |   | 436,101   
|General partners                                 |  |   | 0          |  |   | 0         
|                                                 |  |   |            |  |   |           
|Total partners capital                          |  |   | 10,794,595 |  |   | 13,528,531
|                                                 |  |   |            |  |   |           
|Total liabilities and partners capital          |  | $ | 10,958,035 |  | $ | 13,764,750
|                                                 |  |   |            |  |   |           

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF OPERATIONS



|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|------------------------------------------------------------ |  | ------------------------------------- | --------- | ----------------------------------- | ---- | - | --------- |  | - | --------- | - |  | - | --------- | -
|                                                             |  | (Unaudited)Three Months EndedJune 30, |           | (Unaudited)Six Months EndedJune 30, |     
|                                                             |  | 2008                                  |           |                                     | 2007 |   | 2008      |  |   | 2007      |  
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                                     | 80,601    |                                     |      | $ | 96,826    |  | $ | 176,763   |   |  | $ | 302,801   |  
|                                                             |  |                                       |           |                                    
|EXPENSES:                                                    |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|General and administrative                                   |  |                                       | 50,581    |                                     |      |   | 47,771    |  |   | 120,574   |   |  |   | 89,775    |  
|                                                             |  |                                       |           |                                    
|INTEREST AND OTHER INCOME                                    |  |                                       | 9,320     |                                     |      |   | 81,111    |  |   | 40,391    |   |  |   | 156,166   |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|NET INCOME                                                   |  | $                                     | 39,340    |                                     |      | $ | 130,166   |  | $ | 96,580    |   |  | $ | 369,192   |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|                                                             |  |                                       |           |                                    
|NET INCOME (LOSS) ALLOCATED TO:                              |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|CLASS A LIMITED PARTNERS                                     |  | $                                     | 149,188   |                                     |      | $ | 130,166   |  | $ | 318,766   |   |  | $ | 369,905   |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|CLASS B LIMITED PARTNERS                                     |  | $                                     | (109,848  | )                                   |      | $ | 0         |  | $ | (222,186  | ) |  | $ | 0         |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|GENERAL PARTNERS                                             |  | $                                     | 0         |                                     |      | $ | 0         |  | $ | 0         |   |  | $ | (713      | )
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|                                                             |  |                                       |           |                                    
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|CLASS A                                                      |  |                                       | $ 0.05    |                                     |      |   | $0.04     |  |   | $ 0.10    |   |  |   | $0.11     |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|CLASS B                                                      |  |                                       | $(0.47    | )                                   |      |   | $0.00     |  |   | $(0.94    | ) |  |   | $0.00     |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|                                                             |  |                                       |           |                                    
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|CLASS A                                                      |  |                                       | 3,263,890 |                                     |      |   | 3,261,390 |  |   | 3,263,890 |   |  |   | 3,260,390 |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  
|CLASS B                                                      |  |                                       | 236,110   |                                     |      |   | 238,610   |  |   | 236,110   |   |  |   | 239,610   |  
|                                                             |  |                                       |           |                                     |      |   |           |  |   |           |   |  |   |           |  

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND THE SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)



|                                                                                                                  |  |                  |  |        |                 |   |       |                       |   |        |   |          |   |  |   |      |   |  |   |            |  
|----------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------ | --------------- | - | ----- | --------------------- | - | ------ | - | -------- | - |  | - | ---- | - |  | - | ---------- | -
|                                                                                                                  |  | Limited Partners |  |        | GeneralPartners |   |       | TotalPartnersCapital |  
|                                                                                                                  |  | Class A          |  |        | Class B         |   |       |                      
|                                                                                                                  |  | Units            |  | Amount |                 |   | Units |                       |   | Amount |   |          |  
|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                |  |        | 597,971         |   |       | 0                     |   |        |   | 840,003  |   |  |   | (713 | ) |  |   | 1,437,261  |  
|Distributions of operating cash flow($0.28 per weighted-average Class A Unit)                                     |  | 0                |  |        | (918,989        | ) |       | 0                     |   |        |   | 0        |   |  |   | 0    |   |  |   | (918,989   | )
|Distributions net sale proceeds($1.44 and $1.70 per weighted-average Class A Unit and Class B Unit, respectively) |  | 0                |  |        | (4,696,100      | ) |       | 0                     |   |        |   | (403,902 | ) |  |   | 0    |   |  |   | (5,100,002 | )
|                                                                                                                  |  |                  |  |        |                 |   |       |                       |   |        |   |          |   |  |   |      |   |  |   |            |  
|BALANCE, December 31, 2007                                                                                        |  | 3,263,890        |  |        | 13,092,430      |   |       | 236,110               |   |        |   | 436,101  |   |  |   | 0    |   |  |   | 13,528,531 |  
|                                                                                                                  |  |                  |  |        |                 |  
|Net income (loss)                                                                                                 |  | 0                |  |        | 318,766         |   |       | 0                     |   |        |   | (222,186 | ) |  |   | 0    |   |  |   | 96,580     |  
|Distributions of operating cash flow($0.10 per weighted-average Class A Unit)                                     |  | 0                |  |        | (330,514        | ) |       | 0                     |   |        |   | 0        |   |  |   | 0    |   |  |   | (330,514   | )
|Distributions net sale proceeds($0.70 and $0.91 per weighted-average Class A Unit and Class B Unit,
respectively) |  | 0                |  |        | (2,286,087      | ) |       | 0                     |   |        |   | (213,915 | ) |  |   | 0    |   |  |   | (2,500,002 | )
|                                                                                                                  |  |                  |  |        |                 |   |       |                       |   |        |   |          |   |  |   |      |   |  |   |            |  
|BALANCE, June 30, 2008                                                                                            |  | 3,263,890        |  | $      | 10,794,595      |   |       | 236,110               |   |        | $ | 0        |   |  | $ | 0    |   |  | $ | 10,794,595 |  
|                                                                                                                  |  |                  |  |        |                 |   |       |                       |   |        |   |          |   |  |   |      |   |  |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                  |  |                                     |            |   |      |   |           |  
|--------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                  |  | (Unaudited)Six Months EndedJune 30, |           
|                                                                                  |  | 2008                                |            |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                     |            |   |      |   |           |  
|Net income                                                                        |  | $                                   | 96,580     |   |      | $ | 369,192   |  
|Operating distributions received from joint ventures                              |  |                                     | 425,567    |   |      |   | 308,969   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                     |            |   |      |   |           |  
|Equity in income of joint ventures                                                |  |                                     | (176,763   | ) |      |   | (302,801  | )
|Changes in assets and liabilities:                                                |  |                                     |            |   |      |   |           |  
|Decrease (increase) in other assets                                               |  |                                     | 11,493     |   |      |   | (21,409   | )
|Increase (decrease) in accounts payable and accrued expenses                      |  |                                     | 2,321      |   |      |   | (23,836   | )
|Increase in due to affiliates                                                     |  |                                     | 2,496      |   |      |   | 3,536     |  
|                                                                                  |  |                                     |            |   |      |   |           |  
|Net cash provided by operating activities                                         |  |                                     | 361,694    |   |      |   | 333,651   |  
|                                                                                  |  |                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                     |            |   |      |   |           |  
|Net sale proceeds received from joint ventures                                    |  |                                     | 0          |   |      |   | 1,828,642 |  
|                                                                                  |  |                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                     |            |   |      |   |           |  
|Operating distributions paid to limited partners                                  |  |                                     | (408,110   | ) |      |   | (248,005  | )
|Net sale proceeds distributions paid to limited partners                          |  |                                     | (2,500,002 | ) |      |   | 0         |  
|                                                                                  |  |                                     |            |   |      |   |           |  
|Net cash used in financing activities                                             |  |                                     | (2,908,112 | ) |      |   | (248,005  | )
|                                                                                  |  |                                    
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              |  |                                     | (2,546,418 | ) |      |   | 1,914,288 |  
|                                                                                  |  |                                    
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                     | 3,542,661  |   |      |   | 4,477,121 |  
|                                                                                  |  |                                     |            |   |      |   |           |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                                   | 996,243    |   |      | $ | 6,391,409 |  
|                                                                                  |  |                                     |            |   |      |   |           |  
|                                                                                  |  |                                    
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                     |            |   |      |   |           |  
|Partnership distributions payable                                                 |  | $                                   | 126,459    |   |      | $ | 248,039   |  
|                                                                                  |  |                                     |            |   |      |   |           |  

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008 (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 total limited partner
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(1) A one-story office building located in Farmers Branch, Texas  3. 305 Interlocken Parkway A two-story office building located in Broomfield, Colorado



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|                                                                                     |  |                                                                                                                                               |  |                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                        |  | Joint Venture Partners                                                                                                                        |  | Properties                                                                                                                                                                                                                                                            
|The Fund IX, Fund X, Fund XI and REIT Joint Venture (Fund IX-X-XI-REIT Associates) |  |   Wells Real Estate Fund IX, L.P.   Wells Real Estate Fund X, L.P.   Wells Real Estate Fund XI, L.P.   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



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

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

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, 2007.

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.

On November 29, 2007, Fund VIII-IX Associates sold 14079 Senlac Drive to an unrelated third party for a gross sale price of approximately $5,410,000. As a result of
the sale, the Partnership received net sale proceeds of approximately $2,309,000 and was allocated a gain of approximately $861,000.



|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, 2007.

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,



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##### Table of Contents

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.

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



| |  |  | 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.
| | - |  | --------------------------------------------------------------------------------------------



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##### Table of Contents

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.



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

Summary of Financial Information

Condensed financial information for the joint ventures in which the Partnership held direct interests for the three months and six months ended
June 30, 2008 and 2007, respectively, is presented below:



|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |         |      |   |      |      |  |      |         |   |  |   |         |  |   |        
|---------------------------- |  | ------------------ | --------- | -------------------------------- | - | ----------------------------------------- |  | ---- | ------------------ | ---- | - | ------- | ---- | - | ---- | ---- |  | ---- | ------- | - |  | - | ------- |  | - | -------
|                             |  | Total Revenues     |           | Income FromContinuing Operations |   | Income (Loss) FromDiscontinued Operations |  |      | Net Income        
|                             |  | Three Months Ended |           | Three Months Ended               |   | Three Months Ended                        |  |      | Three Months Ended
|                             |  | June 30,           |           | June 30,                         |   | June 30,                                  |  |      | June 30,          
|                             |  | 2008               |           | 2007                             |   | 2008                                      |  | 2007 |                    | 2008 |   |         | 2007 |   |      | 2008 |  | 2007
|Fund VIII-IX Associates      |  | $                  | 479,926   |                                  | $ | 470,657                                   |  | $    | 67,586             |      | $ | 76,589  |      | $ | 434  |      |  | $    | 66,341  |   |  | $ | 68,020  |  | $ | 142,930
|Fund IX-X-XI-REIT Associates |  |                    | 403,263   |                                  |   | 366,980                                   |  |      | 127,729            |      |   | 93,215  |      |   | 0    |      |  |      | (10,673 | ) |  |   | 127,729 |  |   | 82,542 
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |         |      |   |      |      |  |      |         |   |  |   |         |  |   |        
|                             |  | $                  | 883,189   |                                  | $ | 837,637                                   |  | $    | 195,315            |      | $ | 169,804 |      | $ | 434  |      |  | $    | 55,668  |   |  | $ | 195,749 |  | $ | 225,472
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |         |      |   |      |      |  |      |         |   |  |   |         |  |   |        
|                             |  |                    |           |                                 
|                             |  | Total Revenues     |           | Income FromContinuing Operations |   | Income (Loss) FromDiscontinued Operations |  |      | Net Income        
|                             |  | Six Months Ended   |           | Six Months Ended                 |   | Six Months Ended                          |  |      | Six Months Ended  
|                             |  | June 30,           |           | June 30,                         |   | June 30,                                  |  |      | June 30,          
|                             |  | 2008               |           | 2007                             |   | 2008                                      |  | 2007 |                    | 2008 |   |         | 2007 |   |      | 2008 |  | 2007
|Fund VIII-IX Associates      |  | $                  | 1,093,157 |                                  | $ | 960,552                                   |  | $    | 166,658            |      | $ | 183,012 |      | $ | (239 | )    |  | $    | 140,440 |   |  | $ | 166,419 |  | $ | 323,452
|Fund IX-X-XI-REIT Associates |  |                    | 825,771   |                                  |   | 751,911                                   |  |      | 260,145            |      |   | 202,714 |      |   | 0    |      |  |      | 198,485 |   |  |   | 260,145 |  |   | 401,199
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |         |      |   |      |      |  |      |         |   |  |   |         |  |   |        
|                             |  | $                  | 1,918,928 |                                  | $ | 1,712,463                                 |  | $    | 426,803            |      | $ | 385,726 |      | $ | (239 | )    |  | $    | 338,925 |   |  | $ | 426,564 |  | $ | 724,651
|                             |  |                    |           |                                  |   |                                           |  |      |                    |      |   |         |      |   |      |      |  |      |         |   |  |   |         |  |   |        



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##### Table of Contents

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



|                             |  |                               |      |   |                               |    |       |   |      |                 |  |             |         |       |   |         |  |   |        
|---------------------------- |  | ----------------------------- | ---- | - | ----------------------------- | -- | ----- | - | ---- | --------------- |  | ----------- | ------- | ----- | - | ------- |  | - | -------
|                             |  | Six Months EndedJune 30, 2008 |      |   | Six Months EndedJune 30, 2007
|                             |  | OperatingLoss                 |      |   | Gainon Sale                   |    | Total |   |      | OperatingIncome |  | Gainon Sale |         | Total
|Fund VIII-IX Associates      |  | $                             | (239 | ) |                               | $0 |       | $ | (239 | )               |  | $           | 140,440 |       | $ | 0       |  | $ | 140,440
|Fund IX-X-XI-REIT Associates |  |                               | 0    |   |                               | 0  |       |   | 0    |                 |  |             | 27,064  |       |   | 171,421 |  |   | 198,485
|                             |  |                               |      |   |                               |    |       |   |      |                 |  |             |         |       |   |         |  |   |        
|                             |  | $                             | (239 | ) |                               | $0 |       | $ | (239 | )               |  | $           | 167,504 |       | $ | 171,421 |  | $ | 338,925
|                             |  |                               |      |   |                               |    |       |   |      |                 |  |             |         |       |   |         |  |   |        

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of June 30, 2008 and December 31, 2007 represents operating cash flow generated by the Joint Ventures for the three months ended
June 30, 2008 and December 31, 2007, 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, are
included in equity in income of joint ventures in the accompanying statements of operations. The Partnerships share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures is $24,056 and $22,899 for
the three months ended June 30, 2008 and 2007, respectively, and $45,681 and $43,269 for the six months ended June 30, 2008 and 2007, 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 incurred
administrative expenses of $27,232 and $24,913 payable to Wells Capital and Wells Management for the three months ended June 30, 2008 and 2007, respectively, and $53,732 and $48,031 for the six months ended June 30, 2008 and 2007,
respectively. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership (bill-backs) directly and invoices the Partnership for the reimbursement thereof on a quarterly basis. As of
June 30, 2008 and December 31, 2007, due to affiliates balances represent administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.



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Economic Dependency

The Partnership has engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of its properties, asset acquisition and disposition services, as well as other
administrative responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 60 days written notice. As a result of these relationships, the Partnership is
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, the Partnership focuses 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, the Partnership 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, which was
acquired in connection with the Piedmont REIT internalization transaction (see Assertion of Legal Actions Against Related-Parties below). In addition, during 2007, WREF guaranteed certain debt of another WREF-sponsored product that is in the
start-up phase of its operations. As of June 30, 2008, 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.

As of July 31, 2008, the amount of the debt guaranteed by WREF was equal to approximately
$106.9 million.

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

Assertion of Legal Actions Against Related-Parties

On March 12,
2007, a stockholder of Piedmont REIT, filed a putative class action and derivative complaint, presently styled In re Wells Real Estate Investment Trust, Inc. Securities Litigation, in the United States District Court for the District of
Maryland against, among others, Piedmont REIT; Leo F. Wells, III and Wells Capital, our General Partners; Wells Management, our property manager; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly
served as officers or directors of Piedmont REIT prior to the closing of the internalization transaction on April 16, 2007. The complaint alleges, among other things, violations of the federal proxy rules and breaches of fiduciary duty arising
from the Piedmont REIT internalization transaction and the related proxy statement filed with the SEC on February 26, 2007, as amended. The complaint seeks, among other things, unspecified monetary damages and nullification of the Piedmont REIT
internalization transaction. On April 9, 2007, the District Court denied the plaintiffs motion for an order enjoining the internalization transaction. On April 17, 2007, the Court granted the defendants motion to transfer venue
to the United States District Court for the Northern District of Georgia, and the case was docketed in the Northern District of Georgia on April 24, 2007. On June 7, 2007, the Court granted a motion to designate the class lead plaintiff
and class co-lead counsel. On June 27, 2007, the plaintiff filed an amended complaint, which attempts to assert class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed
with the SEC on February 26, 2007 and derivative claims on behalf of Piedmont REIT. On July 9, 2007, the Court denied the plaintiffs motion for expedited discovery related to an anticipated motion for a preliminary injunction. On
August 13, 2007, the defendants filed a motion to dismiss the



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##### Table of Contents

amended complaint. On March 31, 2008, the Court granted in part the defendants motion to dismiss the amended complaint. The Court dismissed five
of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two counts with the exception of allegations regarding the failure to disclose in the Piedmont REIT proxy statement details of certain expressions of
interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended complaint, which alleges violations of the federal proxy rules based upon allegations that the proxy statement to obtain approval for the Piedmont REIT
internalization transaction omitted details of certain expressions of interest in acquiring Piedmont REIT. The second amended complaint seeks, among other things, unspecified monetary damages, to nullify and rescind the internalization
transaction, and to cancel and rescind any stock issued to the defendants as consideration for the internalization transaction. On May 12, 2008, the defendants answered and raised certain defenses to the second amended complaint. On
June 23, 2008, the plaintiff filed a motion for class certification. As of the date of this filing, the time for the defendants to respond to the plaintiffs motion for class certification has not yet passed. The parties are presently
engaged in discovery. Mr. Wells, Wells Capital, and Wells Management intend to vigorously defend this action. Any financial loss incurred by Wells Capital, Wells Management, or their affiliates could hinder their ability to successfully manage
our operations and our portfolio of investments.

On August 24, 2007, two stockholders of Piedmont REIT filed a derivative complaint, styledDonald
and Donna Goldstein, Derivatively on behalf of Defendant Wells Real Estate Investment Trust, Inc. v. Leo F. Wells, III, et al.,in the Superior Court of Fulton County, Georgia, on behalf of Piedmont REIT against, among
others, Leo F. Wells, III and Wells Capital, our General Partners, and a number of individuals who currently or formerly served as officers or directors of Piedmont REIT. The complaint alleges, among other things, that the consideration
paid by Piedmont REIT as part of the internalization transaction was excessive; that the defendants breached their fiduciary duties to Piedmont REIT; and that the internalization transaction unjustly enriched the defendants. The complaint
seeks, among other things, a judgment declaring that the defendants committed breaches of their fiduciary duties and were unjustly enriched at the expense of Piedmont REIT; monetary damages equal to the amount by which Piedmont REIT was damaged by
the defendants; an order awarding Piedmont REIT restitution from the defendants and ordering disgorgement of all profits and benefits obtained by the defendants from their wrongful conduct and fiduciary breaches; an order rescinding the
internalization transaction; and the establishment of a constructive trust upon any benefits improperly received by the defendants as a result of their wrongful conduct. On October 19, 2007, the Court verbally granted the defendants
motion for a protective order (and entered a written order on October 24, 2007) staying discovery until the Court rules on the defendants motion to dismiss the complaint. On October 31, 2007, the defendants filed their motion to
dismiss the plaintiffs derivative complaint. On December 19, 2007, the Court entered an order allowing the plaintiffs to take limited written discovery on the issue of derivative demand, but the order staying discovery entered in
October 2007 otherwise remains in effect. The defendants responded to the limited discovery requested by the plaintiffs. On January 10, 2008, the plaintiffs filed an amended complaint, which contains substantially the same counts
against the same defendants as the original complaint with certain additional factual allegations based primarily on events occurring after the original complaint was filed. In addition, the plaintiffs responded to the defendants motion
to dismiss this lawsuit. A hearing on the motion to dismiss was held on February 22, 2008. On March 13, 2008, the Court granted the defendants motion to dismiss. On April 11, 2008, the plaintiffs filed a notice to appeal
the Courts judgment granting the defendants motion to dismiss.



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

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



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##### Table of Contents

|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, 2007.

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



| |  |  | 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 positioning-for-sale phase of our life cycle. We now own interests in
four assets. The lease with GAIAM, Inc. (GAIAM), a major tenant that leased approximately 70% of the 360 Interlocken Building, expired on May 31, 2008. In April 2008, Fund VIII-IX Associates executed a month-to-month lease
with Inland Madison LLC (Inland) which allowed Inland to occupy approximately 16,000 square feet at the US Cellular Building (or approximately 16% of the US Cellular Building). Inland occupied space under this lease until May 2008.
In June 2008, Fund VIII-IX Associates executed another month-to-month lease with Inland, which allows Inland to occupy the remaining space of approximately 27,000 square feet at the US Cellular Building (or approximately 26% of the US Cellular
Building). The terms of the lease allow Inland to lease the space on a month-to-month basis, not to exceed approximately four months. Our focus at this time involves leasing and marketing efforts that we believe will ultimately result in the best
disposition pricing of our assets for our limited partners.

The second quarter 2008 operating distributions to limited partners holding Class A Units
decreased over the previous quarter primarily as a result of the reduced rental income due to the aforementioned lease expiration at the 360 Interlocken Building. We anticipate that operating distributions will remain low or be reserved in the
near-term as a result of our intention to fund our pro rata share of anticipated re-leasing costs and capital improvements for the US Cellular Building and the 360 Interlocken Building, as well as the reduced cash flows resulting from the recent
GAIAM lease expiration at the 360 Interlocken Building.



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##### Table of Contents

In May 2008, the General Partners distributed net sale proceeds of approximately $2.5 million from the sales of the
Iomega Building and 14079 Senlac Drive. Once the details surrounding the timing of the leasing efforts and capital requirements at the 360 Interlocken Building and the US Cellular Building 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 move further into the positioning-for-sale phase, we will continue to focus on re-leasing vacant space and space that may become vacant upon the expiration of our
current leases. In doing so, we will seek to maximize returns to our limited partners by attempting to negotiate long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property level costs,
and portfolio costs. As properties are positioned for sale, our attention will shift to locating suitable buyers, 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 14079 Senlac Drive property sold on November 29, 2007.
| | - |  | ----------------------------------------------------------



| |  |  | The US Cellular Building is located in Madison, Wisconsin. United States Cellular Operating Company leases approximately 73% of this building until April 2013. In
June 2008, we executed a month-to-month lease with Inland for a maximum of four months for the remaining space in this building.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 currently approximately 30% leased to multiple tenants following the GAIAM
lease expiration in May 2008. We are actively marketing the vacant space for lease.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Avaya Building, located in Oklahoma City, Oklahoma, is 100% leased through January 2010.
| | - |  | --------------------------------------------------------------------------------------------

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.



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##### Table of Contents

Short-Term Liquidity

During the six months ended June 30, 2008, we generated net operating cash flows, including distributions received from the Joint Ventures, of approximately $362,000. Operating distributions from the Joint Ventures are generally
representative of rental revenues and tenant reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures. During 2008, we used such net operating cash flows and cash on hand to fund
operating distributions to Class A limited partners of approximately $408,000. 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 our share of tenant re-leasing costs and other capital improvements for properties owned by the Joint Ventures. We anticipate future operating distributions from the Joint Ventures
will decrease in the near-term as a result of the recent vacancy at the 360 Interlocken Building and our intention to fund our pro rata share of anticipated re-leasing costs and capital improvements for the US Cellular Building and the
360 Interlocken 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 $163,000 as of June 30, 2008.

Long-Term Liquidity

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

Capital Resources

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

The Joint Ventures 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 following calendar quarter-ends. However, the Joint Ventures will reserve operating distributions, or a portion thereof, as needed in order to fund known capital and other expenditures. Our cash management policy typically includes first
utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event that current and prior period accumulated operating cash flows are insufficient
to fund such costs, net sale proceeds reserves, if available, would then be utilized.



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As of June 30, 2008, we have received, used, distributed, and held net sale proceeds allocated to the Partnership
from the sale of properties as presented below:



|                                                   |  |                  |     |  |                                     |  |                                             |            |                         |   |                                                            |  |                                                   |  |   |            |  |   |        
|-------------------------------------------------- |  | ---------------- | --- |  | ----------------------------------- |  | ------------------------------------------- | ---------- | ----------------------- | - | ---------------------------------------------------------- |  | ------------------------------------------------- |  | - | ---------- |  | - | -------
|                                                   |  | Net SaleProceeds |     |  | PartnershipsApproximateOwnership % |  | Net SaleProceedsAllocated tothe Partnership |            | Use ofNet Sale Proceeds |   | Net Sale ProceedsDistributed toPartners
as ofJune 30, 2008 |  | Undistributed NetSale Proceeds as ofJune 30, 2008
|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-leasing 15253 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                                                          |  |                                                  |  |   | 1,828,642  |  |   | 0      
|                                                   |  |                  |     |  |                                     |  |                                            
|14079 Senlac Drive(sold in 2007)                   |  | $5,107,237       |     |  | 45.2%                               |  |                                             | 2,308,640  |                         |   | 0                                                          |  |                                                  |  |   | 1,529,615  |  |   | 779,025
|                                                   |  |                  |     |  |                                     |  |                                             |            |                         |   |                                                            |  |                                                   |  |   |            |  |   |        
|                                                   |  |                  |     |  |                                     |  |                                            
|Total                                              |  |                  |     |  |                                     |  | $                                           | 16,716,936 |                         | $ | 237,910                                                    |  |                                                   |  | $ | 15,700,001 |  | $ | 779,025
|                                                   |  |                  |     |  |                                     |  |                                             |            |                         |   |                                                            |  |                                                   |  |   |            |  |   |        



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

Our General Partners distributed net sale proceeds of
approximately $2.5 million to limited partners in May 2008 and have reserved net sale proceeds of approximately $0.8 million to fund our pro rata share of anticipated capital improvements and anticipated re-leasing costs at the US Cellular
Building and the 360 Interlocken Building.

Results of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $80,601 and $96,826 for the three months
ended June 30, 2008 and 2007, respectively. The decrease is primarily a result of (i) an increase in real estate taxes levied on the 305 Interlocken Building, (ii) a decline in operating income resulting from the sale of 14079 Senlac
Drive in November 2007, (iii) a decrease in rental income at the 360 Interlocken Building as a result of the GAIAM lease expiration in May 2008, partially offset by, (iv) an increase in rental income at the US Cellular Building
as a result of the Inland month-to-month lease, (v) an increase in the rental rate at the Avaya Building as a result of the sole tenants, Avaya, Inc. (Avaya), lease extension, which commenced during the first quarter of 2008,
and (vi) an increase in operating expense reimbursement income at the 360 Interlocken Building. The Joint Ventures bill the tenants for operating expense reimbursements based on estimates, which are reconciled in the following calendar year
based on actual costs incurred and the terms of the corresponding tenant leases.

Equity in income of Joint Ventures was $176,763 and $302,801 for the six
months ended June 30, 2008 and 2007, respectively. The decreases are primarily a result of (i) recognizing a gain on the sale of the Iomega Building in January 2007, (ii) a decline in operating income resulting from the
aforementioned sale of the Iomega Building and the sale of 14079 Senlac Drive in November 2007, (iii) an increase in real estate taxes levied on the 305 Interlocken Building, (iv) a decrease in rental income at the 360 Interlocken Building
as a result of the GAIAM lease expiration in May 2008, partially offset by, (v) an increase in rental income at the US Cellular Building as a result of the Inland month to month lease, (vi) an increase in the rental rate at the



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Avaya Building as a result of the sole tenants, Avaya, Inc. (Avaya), lease extension, which commenced during the first quarter of 2008, and
(vii) an increase in operating expense reimbursement income at the 360 Interlocken Building. The Joint Ventures bill the tenants for operating expense reimbursements based on estimates, which are reconciled in the following calendar
year based on actual costs incurred and the terms of the corresponding tenant leases.

We expect equity in income of Joint Ventures to decrease in the
near-term as a result of the recent GAIAM lease expiration at the 360 Interlocken Building.

Expenses

General and administrative expenses were $50,581 and $47,771 for the three months ended June 30, 2008 and 2007, respectively, and $120,574 and $89,775 for the six
months ended June 30, 2008 and 2007, respectively. The increases are primarily a result of an increase in legal fees, printing and postage costs, and administrative costs incurred in connection with reporting and regulatory requirements.

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

Interest and Other Income

Interest and other income was $9,320 and $81,111 for the three months ended June 30, 2008 and 2007, respectively, and $40,391 and $156,166 for the six months ended June 30, 2008 and 2007, respectively. The
decreases are primarily a result of (i) a decrease in the average amount of net sale proceeds held during the respective periods as a result of the distribution of net sale proceeds to the limited partners in August 2007 and May 2008,
(ii) a decrease in the average daily yield, partially offset by (iii) an increase in net sale proceeds held resulting from the sale of 14079 Senlac Drive in November 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 are intended to help protect us from the impact of inflation. These provisions include rent steps, reimbursement billings for operating expense pass-through charges, real estate tax, and insurance reimbursements on
a per-square-foot basis or, in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance. However, due to the long-term nature of our leases, the leases may not readjust their reimbursement rates frequently
enough to cover inflation.

Application of Critical Accounting Policies

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 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.



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



|                      |  |                                       
|--------------------- |  | --------------------------------------
|                      | 
|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, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently
quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined that there has been no impairment in the carrying value of
real estate assets we held as of June 30, 2008.

Projections of expected future cash flows require management to estimate future market rental income
amounts subsequent to the expiration of current lease agreements, property operating expenses, 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 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.



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|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 currency exchange rate fluctuations, or the other market risks contemplated
by Item 305 of Regulation S-K.



|ITEM 4T. | 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 (the Exchange Act) as of the end of the quarterly 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 the reports we file or submit under the Exchange Act 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 the reports we file under the Exchange Act 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 changes in our
internal control over financial reporting during the quarter ended June 30, 2008 that have materially affected, or are reasonably 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 June 30, 2008, 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, 2007.



|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 June 30, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



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



|(c) | We did not redeem any securities during the quarter ended June 30, 2008.
|--- | ------------------------------------------------------------------------



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|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 June 30, 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------



|(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 June 30, 2008.



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



|(a) | During the quarter ended June 30, 2008, 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 Second Quarter Form 10-Q attached hereto.



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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)
|               |  | 
|August 8, 2008 |  |  |  | /s/ LEO F. WELLS, III                                                                             
|               |  |  |  | Leo F. Wells, III President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|               |  | 
|August 8, 2008 |  |  |  | /s/ DOUGLAS P. WILLIAMS                                                                           
|               |  |  |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.                            



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EXHIBIT INDEX

TO SECOND QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND IX, L.P.



|           |  |                                                                                                                               
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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