UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-K

__________________________________

(Mark One)
x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2012
	For the fiscal year ended December 31, 2013
	or
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _____________ to _____________

Commission file number 000-27888

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WELLS REAL ESTATE FUND VIII, L.P.

(Exact name of registrant as specified in its charter)

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Georgia		58-2126618
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6200 The Corners Parkway, Norcross, Georgia		30092-3365
(Address of principal executive offices)		(Zip Code)



Registrant's telephone number including area code	(770) 449-7800

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



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

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



CLASS A UNITS		CLASS B UNITS
(Title of class)		(Title of class)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

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

The registrant conducted its offering pursuant to a Form S-11, which commenced on January 6, 1995 and terminated on January 4, 1996. Units in the offering were sold at $10 per limited partnership unit, with discounts available for certain categories of purchasers. There is no established market for the registrant's limited partnership units. The number of Class A Units and Class B Units held by non-affiliates as of June 30, ~~2012~~2013 was approximately 2,940,838 and 253,287, respectively.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-K of Wells Real Estate Fund VIII, 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, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 ("SEC"). We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-K, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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

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PART I


ITEM 1.	BUSINESS.

General

Wells Real Estate Fund VIII, L.P. (the "Partnership," "we," "our," and "us") 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 sole director and sole owner of WREF. The Partnership was formed on August 15, 1994, for the purpose of acquiring, developing, owning, operating, improving, leasing, and otherwise 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 Units or Class B Units one time during each quarterly accounting period ("conversion elections"). Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations; (b) change our business purpose or investment objectives; (c) add or remove a general partner; (d) elect a new general partner; (e) dissolve the Partnership; (f) authorize a merger or a consolidation of the Partnership; and (g) approve a sale involving all or substantially all of our assets, subject to certain limitations. 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 6, 1995, we commenced a public offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act. The offering was terminated on January 4, 1996, at which time we had sold approximately 2,613,534 Class A Units and 590,735 Class B Units representing total limited partner capital contributions of $32,042,689.

As of February 28, 2013, we owned a partial interest in two properties encompassing 151,000 square feet. See Item 2, "Properties" for a more detailed description of the properties we owned or own an interest through joint ventures during the periods presented.

Operating Phases and Objectives

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


•	Fundraising phase

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


•	Investing phase

The period during which we invest the capital raised during the fundraising phase, less up-front fees, into the acquisition of real estate assets;


•	Holding phase

The period during which we own and operate our 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, we expend time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, we continue 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 we sell ~~its~~our real estate investments, distribute net sale proceeds to the partners, liquidate, and terminate the Partnership.

We are currently in the ~~positioning~~disposition-~~for~~and-~~sale~~liquidation phase of our life cycle. ~~While~~On ~~our~~December ~~focus~~19, at2013, ~~this~~Fund ~~time~~VIII ~~involves~~and ~~leasing~~Fund ~~and~~IX ~~marketing~~Associates ~~efforts~~sold at305 ~~our~~Interlocken ~~remaining~~Parkway ~~properties~~to ~~that~~an weunrelated ~~believe~~third ~~will~~party ~~ultimately~~for a gross sale price of $6.1 million. As a result inof the ~~best~~sale, ~~disposition~~we ~~pricing~~received net sale proceeds of ~~our~~approximately ~~assets~~$3.2 ~~for~~million ~~our~~and ~~limited~~recognized ~~partners~~a gain of approximately $1.2 million. With the completion of the sale of 305 Interlocken Parkway, we ~~will~~have ~~evaluate~~sold ~~offers~~all of the real estate assets in which we had owned interests. We have begun to ~~sell~~take ~~our~~the ~~properties~~steps onnecessary anto ~~as-is~~liquidate ~~basis~~and dissolve the Partnership.

Employees

We have no direct employees. The employees of Wells Capital and Wells Management Company, Inc. ("Wells Management"), an affiliate of the General Partners, perform a full range of real estate and administrative services for us including leasing and property management, accounting, asset management, and investor relations. See Item 13, "Certain Relationships and Related

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~~property management, accounting, asset management, and investor relations. See Item 13, "Certain Relationships and Related~~ Transactions," for a summary of the fees paid to the General Partners or their affiliates during the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011.

Insurance

Wells Management carries comprehensive liability and extended coverage with respect to the properties we own through our investments in the joint ventures described in Item 2. In the opinion of management, our properties are adequately insured.

Competition

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

Operational Dependency

We have engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of our properties, asset acquisition and disposition services, as well as other administrative responsibilities, 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, our operations are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are owned and controlled by WREF. The operations of Wells Capital, Wells Investment Securities, Inc. ("WIS"), Wells Management, Wells Core Office Income REIT Advisory Services, LLC, and their affiliates represent substantially all of the business of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, we might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored programs and the volume of future acquisitions and dispositions of real estate assets by WREF-sponsored programs, as well as distribution income earned from its holdings of common stock of Piedmont Office Realty Trust, Inc. ("Piedmont REIT"), which was acquired in connection with the Piedmont REIT internalization transaction (see "Assertion of Legal Action Against Related Parties" below). As of December 31, 2012, we have no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, other investments, and borrowing capacity, necessary to meet its current and future obligations as they become due. Modifying service agreements between WREF, or its affiliates, and us, or other WREF-sponsored programs, could impact WREF's future net income and future access to liquidity and capital resources. For example, a large portion of WREF's income is derived under agreements with Columbia Property Trust, Inc. ("Columbia"), formerly known as Wells Real Estate Investment Trust II, Inc. Effective February 28, 2013, Columbia transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond December 31, 2013. As such, WREF does not expect to receive significant compensation from Columbia beyond December 31, 2013.

Economic Dependency

We are also dependent upon the ability of our current tenants to pay their contractual rent amounts as they become due. The inability of a tenant to pay future rental amounts would be likely to have a negative impact on our results of operations. Situations preventing the tenants from paying contractual rents could result in a material adverse impact on our results of operations. See Item 2, "Properties" for further information.

Proxy to Liquidate

Under Section 20.2 of the partnership agreement, limited partners holding 10% or more of the outstanding units have the right to provide a written request to the General Partners directing the General Partners to formally proxy the limited partners to determine whether the assets of the Partnership should be liquidated.

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Assertion of Legal Action 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, one of our General Partners; Wells Capital, the corporate general partner of Wells Partners, our General Partner; Wells Management, our property manager; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont REIT prior to the closing of the internalization transaction on April 16, 2007.

The complaint alleged, 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 sought, among other things, unspecified monetary damages and nullification of the Piedmont REIT internalization transaction.

On June 27, 2007, the plaintiff filed an amended complaint, which attempted 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 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 alleged 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 sought, 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. Subsequent to the filing of the second amended complaint, the plaintiff said it intended to seek monetary damages of approximately $159 million plus prejudgment interest.

On June 23, 2008, the plaintiff filed a motion for class certification. On September 16, 2009, the Court granted the plaintiff's motion for class certification. On September 20, 2009, the defendants filed a petition for permission to appeal immediately the Court's order granting the motion for class certification with the Eleventh Circuit Court of Appeals. The petition for permission to appeal was denied on October 30, 2009.

On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add additional defendants. The Court denied the plaintiff's motion for leave to amend on June 23, 2009.

On December 4, 2009, the parties filed motions for summary judgment. On August 2, 2010, the Court entered an order denying the defendants' motion for summary judgment and granting, in part, the plaintiff's motion for partial summary judgment. The Court ruled that the question of whether certain expressions of interest in acquiring Piedmont REIT constituted "material" information required to be disclosed in the proxy statement to obtain approval for the Piedmont REIT internalization transaction raises questions of fact that must be determined at trial.

On November 17, 2011, the Court issued rulings granting several of the plaintiff's motions in limine to prohibit the defendants from introducing certain evidence, including evidence of the defendants' reliance on advice from their outside legal and financial advisors, and limiting the defendants' ability to relate their subjective views, considerations, and observations during the trial of the case. On February 23, 2012, the Court granted several of the defendants' motions, including a motion for reconsideration regarding a motion the plaintiff had filed seeking exclusion of certain evidence impacting damages, and motions seeking exclusion of certain evidence proposed to be submitted by the plaintiff.

On March 20, 2012, the Court granted the defendants leave to file a motion for summary judgment. On April 5, 2012, the defendants filed a motion for summary judgment. On September 26, 2012, the Court granted the defendants' motion for summary judgment and entered judgment in favor of the defendants. On October 12, 2012, the plaintiff filed a notice of appeal with the Eleventh Circuit Court of Appeals.

On October 22, 2012, Piedmont REIT announced the parties reached an agreement in principle to settle the lawsuit on October 12, 2012. Under the terms of the proposed settlement, the plaintiff will dismiss the appeal and release all defendants from liability in exchange for total payment of $4.9 million in cash by Piedmont REIT and its insurer. On December 31, 2012, the plaintiff filed a motion for preliminary approval of the settlement with the Court. On January 2, 2013, the Court preliminarily approved the settlement and scheduled a hearing for April 18, 2013 to determine whether to grant final approval of the settlement. The settlement,

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which is subject to Court approval following notice to the class, is expected to resolve the appeal and result in the final disposition of the case.

Mr. Wells, Wells Capital, and Wells Management believe that the allegations contained in the complaint are without merit and intend to vigorously defend this action if for any reason the settlement is not approved. Although WREF believes that it has meritorious defenses to the claims of liability and damages in these actions, WREF is unable at this time to predict the outcome of the appeal of this action or, if the action is reinstated, reasonably estimate a range of damages, or how any liability and responsibility for damages might be allocated among the 17 defendants in the action, which includes 11 defendants not affiliated with Mr. Wells, Wells Capital, or Wells Management. The ultimate resolution of this matter could have a material adverse impact on WREF's financial results, financial condition, or liquidity.

Website Address

Access to copies of each of our filings with the SEC is available, free of charge, aton the SEC's website, located at http://www.~~wellsref~~sec.~~com~~gov. ~~website,~~We ormaintain ~~through~~an aInternet ~~link~~website, tolocated ~~the~~at http://www.~~sec~~wellsref.~~gov~~com. Reference to our website does not constitute incorporation by reference of the information contained on the site and should not be considered part of this document.


ITEM 1A.	RISK FACTORS.

Risk Related to Current Economic Conditions

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

Current economic conditions, the availability and cost of credit, turmoil in the mortgage market, and declining real estate markets have contributed to increased volatility, lower real estate values, and diminished expectations for real estate markets and the economy going forward. Should such current economic conditions continue for a prolonged period of time, the value of our commercial real estate assets and the market rental rates that we are able to achieve may continue to decline. Deteriorating economic conditions could adversely impact the ability of one or more of our tenants to honor their lease payments and our ability to re-lease space on favorable terms as leases expire or as space otherwise becomes vacant at our properties. While we do not anticipate the need to access the credit markets, the impact of the current crisis in the credit markets may adversely affect the ability of potential purchasers of our properties to obtain financing. Therefore, this may affect our timing and/or ability to sell our properties at commercially reasonable terms. The current economic conditions and the difficulties currently being experienced in the mortgage and real estate markets have adversely affected our business model, financial condition, results of operations, and the valuation of our units. A worsening of these conditions would exacerbate the adverse effects that the current market environment has had on us and on commercial real estate in general.

Real Estate Risks

Changes in general economic conditions and regulatory matters germane to the real estate industry may cause our operating results to suffer and the value of our real estate properties to decline.

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

• changes in general or local economic conditions;

• changes in supply of or demand for similar or competing properties in an area;

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

• changes in tax, real estate, environmental, and zoning laws; and

• periods of high interest rates and tight money supply.

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

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

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

Vacancy at our properties could reduce or eliminate future cash distributions to limited partners.

We anticipate that we will be required to expend substantial funds in the future for tenant improvements and other costs necessary to re-lease (i) the previously vacant space at the US Cellular Building, which is currently 80% leased and (ii) the 305 Interlocken Building, which is currently vacant and has been since June 30, 2012. If these properties remain fully or partially vacant for a prolonged period of time, property earnings would suffer, and we would be required to continue to reserve cash otherwise available for operating distributions to limited partners. In addition, the residual value of these properties would be negatively impacted by vacancy because the market value is largely dependent upon the value of the leases in place at such properties.

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

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

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

Adverse economic conditions affecting a particular industry of one or more of our tenants could affect the financial ability of one or more of our tenants to make payments under their leases, which could cause delays in our receipt of rental revenues or a vacancy in one or more of our properties for a period of time. Therefore, changes in economic conditions of the particular industry of one or more of our tenants could reduce our income and distributions to limited partners and the value of one or more of our properties at the time of sale of such properties.

We are dependent on our tenants for substantially all of our revenue.

Our properties are occupied by a single tenant or only a few tenants and, therefore, the success of our investments is materially dependent on the financial stability of our tenants. Lease payment defaults by tenants could cause us to reduce the amount of distributions to limited partners holding Class A Units. A default of a tenant on its lease payments to us or a lease termination would cause us to lose the revenue from the property. In the event of a default or bankruptcy, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. In addition, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result in the failure or delay of such tenant's rental payments, which may have a substantial adverse effect on our financial performance. If any of these events occur, we cannot assure you that we will be able to lease the property for the rent previously received or sell the property without incurring a loss. Further, we may suffer reduced revenues resulting in less cash to be distributed to limited partners.

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

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

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

If one or more of our tenants, or the guarantor of a tenant's lease, commences, or has commenced against it, any proceeding under any provision of the federal Bankruptcy Code, as amended, or any other legal or equitable proceeding under any bankruptcy, insolvency, rehabilitation, receivership, or debtor's relief statute or law (bankruptcy proceeding), we may be unable to collect sums due under relevant leases. Any or all of the tenants, or a guarantor of a tenant's lease obligations, could be subject to a bankruptcy proceeding. Such a bankruptcy proceeding may bar our efforts to collect pre-bankruptcy debts from these entities or their properties, unless we are able to obtain an enabling order from the bankruptcy court. If a lease is rejected by a tenant in bankruptcy, we would

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have only a general unsecured claim against the tenant, and may not be entitled to any further payments under the lease. A tenant's or lease guarantor's bankruptcy proceeding could hinder or delay efforts to collect past-due balances under relevant leases, and could ultimately preclude collection of these sums. Such an event could cause a decrease or cessation of rental payments, which would result in a reduction in our cash flow and the amount available for distribution to limited partners holding Class A Units. In the event of a bankruptcy proceeding, we cannot assure you that the tenant or its trustee will assume our lease. If a given lease, or guaranty of a lease, is not assumed, our cash flow and the amounts available for distribution to limited partners holding Class A Units may be adversely affected.

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

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

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

A property may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases, such as the 305 Interlocken Building, which is currently vacant and has been since June 30, 2012. Our properties may be leased to a single tenant and/or may be specifically suited to the particular needs of a certain tenant based on the type of business the tenant operates. If a vacancy on any of our properties continues for a long period of time, we may suffer reduced revenues, resulting in less cash to be distributed to limited partners holding Class A Units. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

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

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

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

We intend to hold our two remaining real properties in which we are invested until such time as the General Partners determine that the sale or other disposition thereof appears to be advantageous to achieve our investment objectives or until the sale of the properties is warranted, even if it appears that such objectives will not be met. Our General Partners may exercise their discretion as to whether and when to sell a property, and we will have no obligation to sell properties at any particular time, except upon the termination of the Partnership as specified in the partnership agreement, or earlier if a majority of you vote to liquidate the Partnership pursuant to a formal proxy to liquidate. We cannot predict with any certainty the various market conditions affecting real estate investments that will exist at any particular time in the future. Due to the uncertainty of market conditions that may affect the future disposition of our properties, we cannot assure you that we will be able to sell our properties at a profit in the future. Accordingly, the timing of liquidation of the Partnership and the extent to which you will receive cash distributions and realize potential appreciation on our real estate investments will be dependent upon fluctuating market conditions.

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If any environmentally hazardous material is determined to exist on a property we own, our operating results could be adversely affected.

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

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

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

General Investment Risks

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

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


•	to amend our partnership agreement;


•	to change our business purpose or our investment objectives;


•	to add or remove a general partner;


•	to elect a new general partner;


•	to dissolve the Partnership;


•	to authorize a merger or a consolidation of the Partnership; or


•	to approve a sale involving all or substantially all of the Partnership's assets, subject to certain limitations.

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

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

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

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

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

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

Our General Partners or their affiliates ~~perform~~performed services for us in connection with the management and leasing of our former properties. Our affiliates ~~may~~received ~~receive~~ property management and leasing fees of 6.0% of gross revenues in connection with the commercial properties we ~~own~~owned. In addition, we will reimburse our General Partners or their affiliates for the administrative services necessary to our prudent operation, which includes actual costs of goods, services, and materials used for or by us. These fees and reimbursements will reduce the amount of cash available for capital expenditures to our properties or distributions to limited partners.

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services necessary to our prudent operation, which includes actual costs of goods, services, and materials used for or by us. These fees and reimbursements will reduce the amount of cash available for distributions to limited partners.

The availability and the timing of cash distributions are uncertain.

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

~~Gains~~The ~~and~~amount ~~distributions~~available ~~upon~~for ~~sale~~distribution ofto our limited partners could be reduced if our ~~properties~~expectations regarding wind down costs are ~~uncertain~~inaccurate.

~~Although~~We ~~gains~~are ~~from~~in the ~~sale~~process of ~~properties~~evaluating ~~typically~~the ~~represent~~amount aof ~~substantial~~cash ~~portion~~reserves needed to settle estimated liabilities of ~~any~~the ~~profits~~Partnership ~~attributable~~at todissolution ~~real~~and ~~estate~~intend ~~investments,~~to wedistribute ~~cannot~~the ~~assure~~cash ~~you~~balances remaining at that wetime ~~will~~to ~~realize~~the ~~any~~limited ~~gains~~partners onpursuant ~~the~~to ~~sale~~applicable provisions of ~~our~~the ~~properties~~partnership agreement in 2014. Claims, Inliabilities ~~addition~~and expenses from operations (such as administrative costs, all ~~the~~applicable ~~amount~~taxes, oflegal ~~taxable~~and ~~gain~~accounting ~~allocated~~fees toand ~~you~~miscellaneous ~~with~~office ~~respect~~expenses) will continue to ~~the~~be ~~sale~~incurred ofas awe ~~property~~seek ~~could~~to ~~exceed~~wind ~~the~~down ~~cash~~our ~~proceeds~~business. ~~received~~Our ~~from~~expectations ~~such~~regarding ~~sale~~our expenses may be inaccurate. ~~While~~Any ~~the~~unexpected ~~net~~claims, ~~proceeds~~liabilities ~~from~~or expenses, or any claims, liabilities or expenses that exceed our current estimates, could reduce the ~~sale~~amount of acash ~~property~~available ~~will~~for ~~generally~~ultimate bedistribution ~~distributed~~ to our limited partners,. ~~the~~If ~~General~~cash ~~Partners~~on hand is not adequate to provide for our obligations, inliabilities, ~~their~~expenses ~~sole~~and ~~discretion~~claims, we may not ~~make~~be ~~such~~able ~~distribution~~to ifmake ~~such~~any ~~proceeds~~liquidating ~~are~~distributions ~~used~~ to: our limited partners.

• purchase land underlying any of our properties;

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

• establish working capital reserves; or

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

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

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

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

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

We may maintain cash balances in our bank accounts that exceed the amount insured by the Federal Deposit Insurance Corporation, and such excess amounts are subject to loss, which may reduce your returns.

We maintain bank accounts with high-credit, quality financial institutions and may concentrate our funds among certain of these banks. At times, our cash balances may exceed the amounts insured by the Federal Deposit Insurance Corporation (FDIC). In the event of these financial institutions failing, we may lose the amount of our deposits over any amount insured by the FDIC, which could have a material adverse effect on our financial condition and our results of operations.

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event of these financial institutions failing, we may lose the amount of our deposits over any amount insured by the FDIC, which could have a material adverse effect on our financial condition and our results of operations.

Marketability and Transferability Risks

There is no public trading market for your units.

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

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

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

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

The estimated unit valuations contained in this Annual Report on Form 10-K should not be viewed as an accurate reflection of the value of the limited partners' units, what limited partners might be able to sell their units for, or the fair market value of ~~our~~the properties we owned, nor do they necessarily represent the amount of net proceeds limited partners would receive ~~if our properties were sold and the proceeds distributed~~ in a liquidation of the Partnership in accordance with the net sale proceeds distribution allocation outlined in the partnership agreement. There is no established public trading market for our limited partnership units, and it is not anticipated that a public trading market for the units will ever develop. We did not obtain any third-party appraisals of our properties in connection with these estimated unit valuations. In addition, property values are subject to change and could decline in the future. The valuations performed by the General Partners are estimates only and are based on a number of assumptions that may not be accurate or complete and may or may not be applicable to any specific limited partnership units. Further, these estimated valuations are applicable only to limited partners who purchased their units directly from us in our original public offering of units. It also should be noted that as properties are sold and the net proceeds from property sales are distributed to limited partners, the remaining value of our properties and the resulting value of our limited partnership units will naturally decline.

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no established public trading market for our limited partnership units, and it is not anticipated that a public trading market for the units will ever develop. The valuations performed by the General Partners are estimates only and are based on a number of assumptions that may not be accurate or complete and may or may not be applicable to any specific limited partnership units. Further, these estimated valuations are applicable only to limited partners who purchased their units directly from us in our original public offering of units. It also should be noted that as properties are sold and the net proceeds from property sales are distributed to limited partners, the resulting value of our limited partnership units will naturally decline.

Special Risks Regarding Status of Units

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

Since limited partners holding Class A Units are allocated substantially all of our net income, and since substantially all deductions for depreciation and other tax losses are allocated to limited partners holding Class B Units, we expect that those of you who hold Class A Units will be allocated taxable income in excess of your cash distributions. We cannot assure you that cash flow will be available for distribution in any year.

The desired effect of holding Class A Units or Class B Units may be reduced depending on how many limited partners hold each type of unit.

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

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Management Risks

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

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

Our ability to carry out our current business objectives may be adversely affected by the winding down of WREF.

WREF is winding down its operations and, as a result, its workforce and available capital have been significantly reduced. Accordingly, we may not be able to rely on our General Partners to allocate sufficient time and resources to our operations, which may adversely affect our ability to operate our business and continue our operations in the same manner as in the past.

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

Leo F. Wells, III is one of our General Partners and is the president, treasurer, and sole director of Wells Capital, the general partner of Wells Partners, our other general partner. Therefore, one person has a primary role in determining what is in the best interest of the Partnership and our limited partners. Although Mr. Wells relies on the input of the officers and other employees of Wells Capital, he ultimately has the authority to make decisions affecting our Partnership operations. Therefore, Mr. Wells alone will determine the propriety of his own actions, which could result in a conflict of interest when he is faced with any significant decision relating to our Partnership affairs.

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

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

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

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

We are dependent on Wells Capital to conduct our operations; thus, adverse changes in the financial condition of Wells Capital, including changes arising from litigation or our relationship with Wells Capital, could hinder its ability to successfully manage our operations and our portfolio of investments. As a general partner in many WREF-sponsored programs, Wells Capital may have contingent liabilities for the obligations of such programs. Enforcement of such obligations against Wells Capital could result in a substantial reduction of its net worth. If such liabilities affected the level of services that Wells Capital could provide, our operations and financial performance could suffer.

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

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

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

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

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and administrative operating expenses and percentage of such expenses, we cannot assure you that sufficient cash will be available to make future distributions to you from either net cash from our operations or proceeds from the sale of our properties.

Conflicts of Interest Risks

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

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

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

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

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

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

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

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

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

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

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

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

Federal Income Tax Risks

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

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

Investors may realize taxable income without cash distributions.

As a limited partner in the Partnership, you are required to report your allocable share of our taxable income on your personal income tax return regardless of whether or not you have received any cash distributions from the Partnership. For example, if you hold Class A Units, you will be allocated substantially all of our net income, defined in the partnership agreement to mean generally net income for federal income tax purposes, including any income exempt from tax, but excluding all deductions for depreciation and amortization and gain or loss from the sale of our properties, even if such income is in excess of any distributions of cash from our operations. If you hold Class A Units, you will likely be allocated taxable income in excess of any distributions to you, and the amount of cash received by you could be less than the income tax attributable to the net income allocated to you.

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hold Class A Units, you will be allocated substantially all of our net income, defined in the partnership agreement to mean generally net income for federal income tax purposes, including any income exempt from tax, but excluding all deductions for depreciation and amortization and gain or loss from the sale of our properties, even if such income is in excess of any distributions of cash from our operations. If you hold Class A Units, you will likely be allocated taxable income in excess of any distributions to you, and the amount of cash received by you could be less than the income tax attributable to the net income allocated to you.

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

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


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


•	the lack of interpretive guidance with respect to such rules; and


•	the fact that any determination in this regard will necessarily be based upon events that have not yet occurred.

The IRS may challenge our allocations of profit and loss.

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

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

Our federal income tax returns may be audited by the IRS. Any audit of the Partnership could result in an audit of your tax return, causing adjustments of items unrelated to your investment in the Partnership, in addition to adjustments to various Partnership items. In the event of any such adjustments, you might incur accountants' or attorneys' fees, court costs, and other expenses contesting deficiencies asserted by the IRS. You also may be liable for interest on any underpayment and certain penalties from the date your tax was originally due. The tax treatment of all Partnership items will generally be determined at the Partnership level in a single proceeding rather than in separate proceedings with each partner, and our General Partners are primarily responsible for contesting federal income tax adjustments proposed by the IRS. In this connection, our General Partners may extend the statute of limitations as to all partners and, in certain circumstances, may bind the partners to a settlement with the IRS. Further, our General Partners may cause us to elect to be treated as an "electing large partnership." If they do, we could take advantage of simplified flow-through reporting of Partnership items. Adjustments to Partnership items would continue to be determined at the Partnership level, however, and any such adjustments would be accounted for in the year they take effect, rather than in the year to which such adjustments relate. Accordingly, if you make an election to change the status of your units between the years in which a tax benefit is claimed and an adjustment is made, you may suffer a disproportionate adverse impact with respect to any such adjustment. Further, our General Partners will have the discretion in such circumstances either to pass along any such adjustments to the partners or to bear such adjustments at the Partnership level, thereby potentially adversely impacting the limited partners holding a particular class of units disproportionately to limited partners holding the other class of units.

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

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

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Legislative or regulatory action could adversely affect investors.

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

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in units and the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our units.

Retirement Plan and Qualified Plan Risks

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

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


•	your investment is consistent with your fiduciary obligations under the Employee Retirement Income Security Act ("ERISA") and the Internal Revenue Code;


•	your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan's investment policy;


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


•	your investment will not impair the liquidity of the plan or IRA;


•	your investment will not produce "unrelated business taxable income" for the plan or IRA;


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


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

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

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

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

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

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•	compel a termination and dissolution of the Partnership; or


•	restructure our activities to the extent necessary to comply with any exemption in the U.S. Department of Labor regulations or any prohibited transaction exemption granted by the Department of Labor or any condition that the Department of Labor might impose as a condition to granting a prohibited transaction exemption.

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Adverse tax consequences may result because of minimum distribution requirements.

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

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

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


•	to finance improvements necessary to protect capital previously invested in a property;


•	to protect the value of our investment in a property; or


•	to make one of our properties more attractive for sale or lease.

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

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


ITEM 1B.	UNRESOLVED STAFF COMMENTS.

Not applicable.

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ITEM 2.	PROPERTIES.

Overview

We ~~own or~~ owned indirect interests in all of our real estate assets through joint ventures with other entities affiliated with the General Partners. During the periods presented, we owned interests in the following joint venture (the "Joint Venture") and properties:

		Ownership %		Leased % as of December 31,
Joint Venture	Joint Venture Partners		Properties	~~2012~~2013		~~2011~~2012		~~2010~~2011		~~2009~~2010		~~2008~~2009
Fund VIII and Fund IX Associates(“Fund VIII-IX Associates”)	Wells Real Estate Fund VIII, L.P.Wells Real Estate Fund IX, L.P.	54.8%45.2%	1. US Cellular Building (1)A four-story office building located in Madison, Wisconsin	80—	%	7380	%	73	%	7673	%	7376	%
			2. 305 Interlocken Parkway A two-story office building located in Broomfield, Colorado	0	%	100	%	100	%	100	%	100	%
			2. 305 Interlocken Parkway(2) A two-story office building located in Broomfield, Colorado	—		0	%	100	%	100	%	100	%

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

~~Lease~~(1) ~~Expirations~~This property was sold in March 2013.

As(2) ofThis ~~December 31,~~property ~~2012,~~was ~~the~~sold ~~lease expirations scheduled during the following 10 years for all properties~~ in ~~which~~December ~~we owned an interest through Fund VIII-IX Associates, assuming no exercise of renewal options or termination rights, are summarized below:~~2013.

Year of Lease Expiration	Number of Leases Expiring	Square Feet Expiring	Annualized Gross Base Rent in Year of Expiration		Partnership's Share of Annualized Gross Base Rent in Year of Expiration(1)		Percentage of Total Square Feet Expiring		Percentage of Total Annualized Gross Base Rent in Year of Expiration
2017(2)	1	74,717	$	1,051,188	$	576,051	92.1	%	92.7	%
2018(3)	1	6,404	83,124		45,552		7.9	%	7.3	%
	2	81,121	$	1,134,312	$	621,603	100.0	%	100.0	%

(1) Our share of annualized gross base rent in year of expiration is calculated based on our ownership percentage in the joint venture that owns the leased property.

(2) Expiration of United States Cellular Operating Company lease at the US Cellular Building (approximately 74,700 square feet).

(3) Expiration of Foth & Van Dyke, LLC lease at the US Cellular Building (approximately 6,400 square feet).

Property Descriptions

The properties in which we ~~currently~~owned ~~own~~ an interest through Fund VIII-IX Associates during the periods presented are further described below:

US Cellular Building

The US Cellular Building is a four-story office building containing approximately 102,000 rentable square feet located in Madison, Wisconsin. On ~~The~~March ~~US Cellular Building is currently 80% leased. United States Cellular Operating Company ("US Cellular")~~22, ~~a business unit of Telephone and Data Systems~~2013, ~~leases approximately 73% of the building through December 31, 2017 and Foth & Van Dyke, LLC ("Foth & Van Dyke") leases approximately 6% of the building through October 31, 2018. In January 2012,~~ Fund VIII-IX Associates ~~completed~~sold athe ~~lease amendment with~~ US Cellular ~~that~~Building ~~(i)~~to ~~extended~~West ~~the~~Terrace ~~termination~~Drive ~~date~~Madison, ~~of the lease from April 9~~LLC, ~~2013~~an tounaffiliated ~~December~~third 31party, ~~2017,~~for ~~(ii) provided~~ a ~~landlord-funded~~gross ~~tenant~~sales ~~allowance~~price of ~~approximately~~ $~~374~~8,175,000, ~~(iii)~~exclusive ~~reduced~~of ~~the~~adjustments ~~contractual rental rate,~~ and ~~(iv)~~closing ~~allowed~~costs. ~~for~~As a ~~four-month~~result ~~rental~~of ~~abatement~~the ~~period from January 1~~sale, ~~2012~~we toreceived ~~February~~net ~~29,~~sale ~~2012,~~proceeds ~~and January 1, 2013 to February 28, 2013. As~~ of ~~December 31, 2012, the annualized base rent payable for the US Cellular lease was~~ approximately $14,~~031~~319,000. ~~The~~and ~~annualized~~recognized ~~base~~a ~~rent~~gain ~~payable~~of ~~in 2017 will be~~ approximately $1,~~051~~110,000. On February 25, 2013, Fund VIII-IX Associates entered into an agreement to sell the US Cellular Building to Fulcrum Asset Advisors, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs. Fund VIII-IX Associates expects the

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closing of this transaction to occur during the first quarter of 2013; however, there are no assurances regarding when or if this sale will be completed.

305 Interlocken Parkway

The 305 Interlocken Parkway property is a two-story office building containing approximately 49,000 rentable square feet located in Broomfield, Colorado. ~~The~~On ~~305~~December ~~Interlocken~~19, ~~Parkway~~2013, ~~property~~Fund isVIII-IX ~~currently~~Associates ~~vacant.~~sold ~~Flextonics~~305 ~~International~~Interlocken ~~USA,~~Parkway ~~Inc.("Flextronics")~~to ~~leased~~an ~~100%~~unrelated ofthird ~~the~~party ~~property~~for ~~from~~a ~~January~~gross ~~2006~~sale ~~through~~price ~~June~~of 30$6,100,000, ~~2012~~exclusive of closing costs. As ~~Flextronics~~a ~~vacated~~result ~~its~~of ~~space~~the atsale, ~~its~~we ~~scheduled~~received ~~lease~~net ~~expiration.~~sale Weproceeds ~~are~~of ~~currently~~approximately ~~marketing~~$3,222,000 ~~this~~and ~~property~~recognized ~~for~~a ~~lease~~gain ~~and~~of ~~sale~~approximately $1,249,000.


ITEM 3.	LEGAL PROCEEDINGS.

From time to time, we are party to legal proceedings which arise in the ordinary course of our business. We are not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on information currently available, have a materially adverse impact on our results of operations or financial condition, nor is management aware of any such litigation threatened against us. ~~For a description of pending litigation involving certain related parties, see "Assertion of Legal Action Against Related Parties" in Item 1 of this report.~~


ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.

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PART II


ITEM 5.	MARKET FOR PARTNERSHIP'S UNITS, RELATED SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF UNITS.

Summary

As of February 28, ~~2013~~2014, 2,949,979 Class A Units and 253,287 Class B Units held by a total of 2,~~046~~039 and ~~189~~186 limited partners, respectively, were outstanding. The total number of Class B Units has decreased due to the rescission of certain units since the termination of the offering in 1996. Original capital contributions were equal to $10.00 per each limited partnership unit. As of February 28, ~~2013~~2014, we have returned capital in the form of distributions of net sale proceeds to ~~its~~our limited partners equal to, on average, $56.8572 per Class A Unit and $1314.8457 per Class B Unit, as further described below. A public trading market has not been established for our limited partnership units, nor is such a market anticipated to develop in the future. The partnership agreement provides the General Partners with the right to prohibit transfers of units under certain circumstances.

Unit Valuation

Because fiduciaries of retirement plans subject to ERISA and the IRA custodians are required to determine and report the value of the assets held in their respective plans or accounts on an annual basis, the General Partners are required under the partnership agreement to report estimated unit values to the limited partners each year in our Annual Report on Form 10-K. The methodology to be utilized for determining such estimated unit values under the partnership agreement requires the General Partners to estimate the amount a unit holder would receive, assuming that our properties were sold at their estimated fair market values as of the end of our fiscal year and the proceeds therefrom, plus the amount of net sale proceeds held by us at year-end from previous property sales, if any, were distributed to the limited partners in liquidation in accordance with the net sale proceeds distribution allocation outlined in the partnership agreement. The estimated unit valuations are intended to be an estimate of the distributions that would be made to limited partners who purchased their units directly from us in our original public offering of units, taking into account conversion elections as provided for in the partnership agreement.

Our remaining properties were sold in 2013. The General Partners of the Partnership recently completed their estimated unit valuations based upon remaining cash reserves as of December 31, ~~2012~~2013. ~~Utilizing~~The ~~the foregoing methodology, the~~ General Partners have estimated our unit ~~valuations, based upon their estimates of property~~ values ~~as of December 31, 2012,~~ to be approximately $21.5885 per Class A Unit and $21.2182 per Class B Unit~~, based upon market conditions existing in early December 2012~~. These estimates should not be viewed as an accurate reflection of the value of limited partners' units, how much limited partners might be able to sell their units for, or the fair market value of the our properties, nor do they necessarily represent the amount of net proceeds limited partners would receive if our properties were sold and the proceeds were distributed in a liquidation of the Partnership. There is no established public trading market for our limited partnership units, and it is not anticipated that a public trading market for the units will ever develop. InThese ~~addition,~~estimates ~~property~~should ~~values~~not ~~are~~be ~~subject~~viewed ~~to change and could decline in the future. While,~~ as ~~required by the partnership agreement, the General Partners have obtained~~ an ~~opinion~~accurate ~~from~~reflection ~~The~~of ~~David L. Beal Company, an independent appraiser certified by~~ the ~~Member~~value ~~Appraisal~~of ~~Institute, to~~ the ~~effect~~limited ~~that~~partners ~~such~~units ~~estimates~~or ~~of value were deemed reasonable and were prepared in accordance with appropriate methods~~ for ~~valuing~~how ~~real~~much ~~estate,~~limited nopartners ~~actual~~might ~~appraisals~~be ~~were~~able ~~obtained due~~ to ~~the~~sell ~~expenses~~their ~~that would be involved in obtaining appraisals for all of our properties~~units.

The valuations performed by the General Partners are estimates only and are based on a number of assumptions that may not be accurate or complete and may or may not be applicable to any specific limited partnership units. For example, as a result of the availability of conversion elections under the partnership agreement and the resulting complexities involved relating to the distribution methodology under the partnership agreement, each limited partnership unit of the Partnership potentially has its own unique characteristics as to distributions and value. These estimated valuations are applicable only to limited partners who purchased their units directly from us in our original public offering of units. Further, as set forth above, no third-party appraisals have or will be obtained. For these reasons, the estimated unit valuations set forth above should not be used by or relied upon by our limited partners, other than fiduciaries of retirement plans and IRA custodians for limited ERISA and IRA reporting purposes, as any indication of the fair market value of their units. In addition, it should be noted that ERISA plan fiduciaries and IRA custodians may use estimated unit valuations obtained from other sources, such as prices paid for our units in secondary market trades, and that such estimated unit valuations may well be lower than those estimated by the General Partners using the methodology required by the partnership agreement.

It should also be noted that as our properties ~~are~~were sold and the net proceeds from property sales ~~are~~were distributed to limited partners, the remaining value of our portfolio of properties and resulting value of our limited partnership units naturally ~~decline~~declined. In considering the foregoing estimated unit valuations, it should be noted that we have previously distributed net sale proceeds in the amount of $56.8572 per Class A Unit and $1314.8457 per Class B Unit to its limited partners. These amounts are intended to represent the per-unit distributions received by limited partners who purchased their units directly from us in our original public offering of units, and who have made no conversion elections under the partnership agreement. Limited partners who have made one or more conversion elections would have received different levels of per-unit distributions.

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who have made no conversion elections under the partnership agreement. Limited partners who have made one or more conversion elections would have received different levels of per-unit distributions.

Operating Distributions

Operating cash available for distribution to the limited partners is generally distributed on a quarterly basis. Under the partnership agreement, distributions from net cash from operations are allocated first to the limited partners holding Class A Units (and limited partners holding Class B Units that have elected a conversion right that allows them to share in the distribution rights of limited partners holding Class A Units) until they have received 10% of their adjusted capital contributions. Initially, Class A Unit holders are allocated none of the depreciation, amortization, cost recovery, and interest expense. Cash available for distribution is then distributed to the General Partners until they have received an amount equal to 10% of cash distributions previously distributed to the limited partners. Any remaining cash available for distribution is split between the limited partners holding Class A Units and the General Partners on a basis of 90% and 10%, respectively. No operating distributions will be made to the limited partners holding Class B Units.

No operating cash distributions were paid to the limited partners holding Class A Units or Class B Units, or to the General Partners during the years ended December 31, ~~2012~~2013 or ~~2011~~2012.

Distribution of Net Sale Proceeds

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

•

In the event that the particular property sold is sold for a price 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 each limited partner has 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 contributions, as defined;


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

•

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

•

To the General Partners until they have received 100% of their respective capital contributions; in the event that the limited partners have received aggregate cash distributions from the Partnership over the life of their respective investments in excess of a return of their respective net capital contributions, plus the preferential limited partner return, 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.

NoDuring the years ended December 31, 2013 and 2012, we distributed net sale proceeds ~~distributions~~of ~~were~~approximately ~~paid~~$2,750,000 and $0, respectively, to the limited partners holding Class A Units or Class B Units,. orNo net sale proceeds distributions were paid to the General Partners during the years ended December 31, ~~2012~~2013 or ~~2011~~2012.

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ITEM 6.	SELECTED FINANCIAL DATA.

A summary of the selected financial data as of and for the fiscal years ended December 31, 2013, 2012, 2011, 2010, ~~2009,~~ and ~~2008~~2009 for the Partnership is provided below. The comparability of net income for the periods presented below is impacted by the sale of properties described in Item 2.

	2012			2011			2010			2009			2008
	2013			2012			2011			2010			2009
Total assets	$	65,~~741~~954,~~135~~902		$	6,~~742~~741,~~805~~135		$	6,~~672~~742,~~648~~805		$	6,~~925~~672,~~165~~648		$	76,~~255~~925,~~984~~165
Equity in income of Joint Ventures	$	~~187~~2,~~079~~112,911		$	~~253~~187,~~253~~079		$	~~195~~253,~~670~~253		$	~~186~~195,~~259~~670		$	~~320~~186,~~238~~259
Net income (loss)	$	(21,~~148~~944,088	)	$	78(2,~~055~~148	)	$	(578,~~451~~055	)	$	10(5,~~549~~451	)	$	~~168~~10,~~839~~549
Net income (loss) allocated to:
Class A Limited Partners	$	(2468,~~127~~517	)	$	77(2,~~017~~127	)	$	877,~~934~~017		$	~~351~~8,~~015~~934		$	~~513~~351,~~523~~015
Class B Limited Partners	$	—1,476,591		$	—		$	~~(14,388~~—	)	$	(~~340~~14,~~466~~388	)	$	(~~344~~340,~~684~~466	)
General Partners	$	(211,020	)	$	~~1,038~~(21	)	$	31,038		$	—3		$	—
Net income (loss) per weighted-average Limited Partner Unit:
Class A	$	—0.16		$	~~0.03~~—		$	—0.03		$	~~0.12~~—		$	0.1712
Class B	$	—5.83		$	—		$	~~(0.06~~—	)	$	(10.3706	)	$	(1.3837	)
Operating cash distributions per weighted-average Class A Limited Partner Unit:
Investment income	$	—		$	—		$	—		$	—		$	—
Return of capital	$	—		$	—		$	~~0.06~~—		$	0.1106		$	0.1311
Operating cash distributions per weighted-average Class B Limited Partner Unit:
Investment income	$	—		$	—		$	—		$	—		$	—
Return of capital	$	—		$	—		$	—		$	—		$	—
Distribution of net sale proceeds per weighted- average Limited Partner Unit:
Class A	$	—0.87		$	—		$	—		$	—		$	~~0.91~~—
Class B	$	—0.73		$	—		$	—		$	—		$	~~1.28~~—


ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

Overview

Portfolio Overview

We ~~are~~have ~~currently~~transitioned ininto the ~~positioning~~disposition-~~for~~and-~~sale~~liquidation phase of our life cycle. WeOn ~~have~~March ~~sold~~22, ~~six~~2013, ofFund ~~the~~VIII-IX ~~eight~~Associates ~~properties~~sold inthe ~~which~~US weCellular ~~have~~Building ~~held~~to ~~interests.~~West OnTerrace ~~December~~Drive 28Madison, ~~2012~~LLC, ~~Fund~~an ~~VIII-IX~~unaffiliated ~~Associates~~third ~~entered~~party, ~~into~~for a ~~lease~~gross ~~agreement~~sales ~~with~~price ~~Foth~~of &$8,175,000, ~~Van~~exclusive ~~Dyke~~of ~~for~~adjustments ~~approximately~~and 6%closing ofcosts. ~~the~~As USa ~~Cellular~~result ~~Building~~of ~~that~~the ~~extends~~sale, ~~through~~we ~~October~~received ~~31,~~net ~~2018.~~sale Weproceeds ~~are~~of ~~actively~~approximately ~~marketing~~$4,319,000 ~~the~~and ~~remaining~~recognized ~~properties~~a ~~for~~gain ~~lease~~of ~~and~~approximately ~~sale~~$1,110,000. On ~~February~~December 2519, 2013, Fund VIII-IX Associates ~~entered~~sold ~~into~~305 anInterlocken ~~agreement~~Parkway to ~~sell the US Cellular Building to Fulcrum Asset Advisors, LLC,~~ an ~~unaffiliated~~unrelated third party, for a gross ~~sales~~sale price of $86,~~175~~100,000, exclusive of ~~adjustments and~~ closing costs. As ~~Fund~~a ~~VIII-IX~~result ~~Associates~~of ~~expects~~ the ~~closing~~sale, ofwe ~~this~~received ~~transaction~~net tosale ~~occur~~proceeds ~~during the first quarter~~ of ~~2013;~~approximately ~~however~~$3,222,000 ~~there~~and ~~are~~recognized noa ~~assurances~~gain ~~regarding~~of ~~when~~approximately ~~or if this sale will be completed~~$1,249,000. ~~While~~With ~~our~~the ~~focus~~completion atof ~~this~~the ~~time~~sale ~~involves~~of ~~leasing~~305 ~~and~~Interlocken ~~marketing~~Parkway, ~~efforts~~we athave ~~our~~sold ~~remaining~~all ~~properties~~of ~~that~~the wereal ~~believe~~estate ~~will~~assets ~~ultimately result~~ in ~~the~~which ~~best~~we ~~disposition~~had ~~pricing~~owned ofinterests. ~~our~~We ~~assets~~have ~~for~~begun ~~our~~to ~~limited~~take ~~partners,~~the westeps ~~will~~necessary ~~evaluate offers~~ to ~~sell~~liquidate ~~our~~and ~~properties~~dissolve onthe ~~an as-is basis~~Partnership.

The fourth quarter ~~2012~~2013 operating distributions to limited partners were reserved. On ~~Our~~November 1, 2013, our General Partners ~~anticipate~~distributed ~~that~~approximately ~~operating~~$2,750,000 ~~distributions~~from tothe ~~limited~~sales ~~partners~~of ~~will~~14079 ~~continue~~Senlac toDrive beand ~~reserved~~the inUS ~~the~~Cellular ~~near-term~~Building. asThe General Partners have declared a ~~result~~net sale proceeds distribution of ~~our~~approximately ~~intention~~$5,314,000 to ~~fund~~be ~~our~~paid ~~pro~~to ~~rata~~limited ~~share~~partners ofin ~~(i)~~April ~~anticipated~~2014. ~~re-leasing~~The ~~costs~~General atPartners ~~our~~have ~~remaining~~determined ~~properties,~~that ~~including~~ the ~~tenant~~residual ~~allowance~~net ~~and~~sale ~~remainder~~proceeds ofwill ~~the~~be ~~rental~~held ~~abatement~~in reserve to fund dissolution expenses and obligations

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~~period~~of ~~associated with~~ the ~~recent~~Partnership. ~~lease~~The ~~extension~~General ~~executed~~Partners ~~with~~anticipate USmaking ~~Cellular~~a ~~and~~final ~~(ii)~~liquidating ~~property~~distribution ~~operating~~of ~~costs~~unused atreserves to the ~~305~~limited ~~Interlocken~~partners ~~Parkway~~and ~~property~~dissolving ~~due~~the toPartnership in the ~~current~~second ~~vacancy.~~quarter of 2014.

Property Summary

AsFollowing ~~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~~305 ~~current~~Interlocken ~~leases.~~Parkway Inin ~~doing~~December so2013, we ~~will~~have ~~seek~~now tosold ~~maximize~~all ~~returns~~of tothe ~~our~~real ~~limited~~estate ~~partners~~assets byin ~~attempting~~which towe ~~negotiate~~had ~~long-term~~owned ~~leases~~interests. atWe ~~market~~have ~~rental~~begun ~~rates while attempting~~ to ~~minimize~~take ~~down~~the ~~time,~~steps ~~re-leasing~~necessary ~~expenditures, ongoing property level costs, and portfolio costs. Our attention has shifted~~ to ~~locating~~liquidate ~~suitable buyers~~ and ~~negotiating~~dissolve ~~purchase-sale~~the ~~contracts for our remaining properties~~Partnership, ~~that~~which ~~will~~is ~~attempt~~expected to ~~maximize~~occur in the ~~total~~second ~~return~~quarter ~~to our limited partners and minimize contingencies and potential post-closing obligations to buyers. As~~ of ~~February 28, 2013, we owned interests in two properties~~2014.

Information relating to the properties owned, or previously owned, by the joint ventures is provided below:


•	Hannover Center was sold on April 29, 2004.


•	The 15253 Bake Parkway property was sold on December 2, 2004.

•

An outparcel of land at Tanglewood Commons was sold on October 7, 2002. The Tanglewood Commons shopping center and one outparcel of land was sold on April 21, 2005. On October 12, 2005, a portion of one of the remaining outparcels of land was condemned. On January 31, 2007, the two remaining outparcels of land were sold to Wells Management, an affiliate of the General Partners, after seeking the approval of the limited partners.


•	The CH2M Hill Building was sold on December 7, 2005.


•	The BellSouth Building was sold on May 15, 2006.


•	The 14079 Senlac Drive property was sold on November 29, 2007.

• The US Cellular Building, ~~located~~was insold ~~Madison,~~on ~~Wisconsin,~~March ~~is currently approximately 80% leased to two tenants. The majority tenant~~22, ~~US Cellular, leases approximately 73% of the property through December 2017. On February 25,~~ 2013~~, we executed an agreement to sell this property~~.

• The 305 Interlocken Parkway property, ~~located~~was insold ~~the~~on ~~Broomfield~~December ~~submarket of Denver~~19, ~~Colorado, is currently vacant~~2013. ~~We are currently marketing the property for lease and sale.~~

General Economic Conditions and Real Estate Market Commentary

Management reviews a number of economic forecasts and market commentaries in order to evaluate general economic conditions and to formulate a view of the current environment's effect on the real estate markets in which we operate.

As measured by the U.S real gross domestic product (“real GDP”), the U.S. economy increased by 21.29% in ~~2012~~2013, according to estimates, compared ~~with~~to an increase of 12.8% in ~~2011~~2012. The ~~increase~~growth inof ~~real~~the ~~GDP~~U.S. economy in ~~2012~~2013 primarily reflected positive contributions from personal consumption expenditures, ~~nonresidential~~exports, residential fixed investment, ~~exports,~~nonresidential ~~residential~~ fixed investment, and private inventory investment that were partly offset by a negative ~~contributions~~contribution from federal, ~~state, and local~~ government spending. While there are still challenges, management believes the U.S. ~~economy~~economic isindicators ~~likely~~across tothe ~~continue~~board, ~~its~~including ~~recovery~~employment, weoutput ~~believe~~and ~~the recovery will maintain a moderate pace with fiscal policy presenting the biggest variable in this outlook. Given the ongoing uncertainty surrounding the debt ceiling~~housing, ~~the~~point ~~U.S.~~to ~~economy~~sustained isgrowth ~~expected~~and tocontinued ~~start~~recovery ~~2013~~ at a ~~slow~~moderate pace. ~~Real~~ ~~GDP~~Given ~~is projected to remain below 2% in~~ the ~~first~~improving ~~half~~economic ofdata ~~the~~observed ~~year, and business growth is expected to remain below potential. But assuming U.S. lawmakers can agree to a deal, or~~ at ~~least provide a framework by~~ the ~~middle~~end of 2013, ~~the~~we ~~U.S.~~are ~~economy~~cautiously isoptimistic ~~expected~~that to2014 ~~accelerate~~will indeliver ~~the~~a ~~second half, with~~ real GDP ~~averaging~~growth ~~closer~~number toabove ~~a 3~~2% and that job growth ~~rate~~will accelerate.

Real estate market fundamentals underlying the U.S. office markets ~~improved~~mirrored ~~modestly~~the overall U.S. economy, displaying signs of broader, more consistent growth and modest improvements in the major indicators in ~~2012~~2013. ~~The~~ UNet absorption was 15.S.6 ~~office~~million ~~market~~square ~~ended~~feet in the fourth quarter ofand ~~2012~~51.6 ~~with~~million asquare ~~vacancy~~feet ~~rate~~for ofthe ~~12.5%~~year, anwhich ~~improvement~~is ~~from~~ a ~~13.0%~~slight ~~vacancy~~increase ~~rate~~as atcompared to the ~~end of 2011~~50. ~~During~~1 ~~the~~million ~~fourth~~square ~~quarter~~feet of ~~2012,~~net ~~demand~~absorption ~~for~~in ~~office~~2012. ~~space~~More ~~strengthened~~than ~~despite~~80% ~~the~~of ~~uncertainty~~metropolitan ~~surrounding~~areas ~~the~~experienced ~~fiscal~~occupancy ~~cliff. Net~~gains ~~absorption~~in ~~was~~both 202012 ~~million~~and ~~square~~2013. ~~feet~~As ina result of the ~~fourth~~additional ~~quarter~~space absorbed, ~~which~~vacancy islevels ~~the~~declined ~~highest~~to ~~level~~12.1% ~~since~~in the ~~third~~fourth quarter of ~~2007. However~~2013, ~~annual~~an ~~absorption~~improvement isfrom 20a 12.7% ~~below~~vacancy rate at the ~~long-term~~end ~~trend. Of~~of 802012, ~~metropolitan~~with ~~statistical~~48 ~~areas~~out ~~monitored,~~of 6682 metropolitan areas (8259%) ~~reported~~showing ~~positive~~declines ~~absorption~~ in ~~2012~~vacancy rates. Of ~~the~~Although ~~total~~vacancy ~~net~~is ~~absorption~~currently inlower ~~2012~~than its recessionary peak, ~~two-thirds~~it ~~was~~remains inslightly ~~Class~~higher Athan ~~space,~~its ~~which~~historical isaverage. ~~well~~With ~~above~~vacancy ~~its~~declining ~~35%~~in ~~share~~the majority of areas of the ~~office~~country, ~~stock~~rental ~~indicating~~rates aare ~~"flight~~beginning to ~~quality"~~trend byupward ~~tenants. Most~~and, ~~major~~despite ~~markets~~a ~~had~~recent ~~year-over-year~~trend ~~gains~~towards inoffice ~~both~~space ~~net~~efficiency, ~~absorption~~demand ~~and~~for office ~~jobs~~space ~~indicating~~exceeded anew ~~broad~~supply ~~level~~for ofthe ~~recovery~~second straight year. ~~Net~~ ~~absorption~~Approximately is82% ~~expected~~of tomarkets ~~average~~displayed 10higher ~~million~~rent ~~square~~in ~~feet~~the tofourth 25quarter ~~million~~of ~~square~~2013 ~~feet~~compared ~~per~~to the fourth quarter ~~through~~of ~~2017. The~~2012 with average quoted rental rates of the total office market ~~experienced~~seeing aan ~~slight~~ increase from $2223.9512 per square foot into $23.69 per square foot over this period. Similar to 2012, of the ~~fourth~~total ~~quarter~~net absorption in 2013, almost two-thirds occurred in Class A office space, which is above its 35% share of ~~2011~~the office market, indicating a continued trend to ~~$23~~quality assets by tenants.12 ~~per~~Economic ~~square~~prospects ~~foot~~throughout the country have improved with more industries and more markets participating in the ~~fourth~~recovery, ~~quarter~~something ofnot seen from 2010 through 2012. Early ~~2013~~2014 economic indicators are suggesting another year of at least modest growth.

~~Transaction~~The ~~activity~~upward trend in transaction volume continued for ~~the~~office properties in 2013. The fourth quarter of ~~2012~~2013 ~~was~~marked the ~~highest~~best ~~seen~~fourth inquarter ~~any~~performance ~~quarter~~for the office sector since the ~~end~~2007 ofpeak ~~2007~~year with asales volume for office transactions of approximately $2944.10 billion. ~~Sellers~~ ~~motivated~~U.S. tooffice ~~close~~transaction ~~deals~~volumes ~~prior~~increased to45% in the ~~rise~~fourth inquarter ~~applicable~~of ~~tax~~2013 ~~rates~~and ~~contributed~~36% for the full year in 2013 as compared to the ~~increase~~same respective periods in 2012. As the economic recovery extends across assets and markets, ~~but~~competition ~~office~~remained ~~prices~~strong in secondary markets, while high-end deals continued to contribute significantly to stronger primary market activity during the

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~~increased~~fourth ~~over the~~ quarter ~~and~~of ~~capitalization rates declined slightly indicating that buyers were perhaps even more motivated~~2013. ~~The~~ ~~year-end~~Office ~~increase~~transaction involumes ~~closings~~continued ~~contributed~~ to agrow ~~2012 total volume of $77.6 billion, a 19% increase from 2011. In addition, a shift~~ in ~~momentum~~secondary ~~from trophy~~markets, ~~central~~which ~~business~~contributed ~~district~~approximately ~~towers~~40% toof ~~suburban~~the ~~properties~~investment ~~and~~sales ~~secondary~~activity ~~markets~~for ~~began~~the ~~in 2012~~year. ~~Non-major~~ ~~metropolitan~~As ~~areas~~we ~~saw~~enter ~~a volume increase of over 40%~~2014, ~~which~~we isexpect ~~more than double~~ the ~~national~~investment ~~average. Additionally,~~sales ~~cap~~momentum ~~rates~~seen in ~~secondary~~2013 ~~markets have started~~ to ~~decline~~continue, with aestimated ~~sharp~~growth ~~decrease observed~~ in ~~the~~office ~~fourth~~investment ~~quarter~~sales ofvolume ~~2012. Overall,~~to ~~average~~exceed ~~cap rates decreased from 7.6~~20% infor ~~October~~the ~~of 2012 to 7~~year.4% ~~in November of 2012.~~

~~Despite~~Job ~~elevated~~growth ~~unemployment~~was ~~and~~positive ~~below-average~~in ~~consumer~~2013, ~~confidence~~with in the ~~overall~~unemployment ~~economy,~~rate ~~annual~~declining ~~office~~from ~~job~~7.9% ~~growth~~at isthe ~~projected~~beginning toof ~~range~~the ~~between~~year 1% to 36.7% ~~through~~at ~~2017. With~~the ~~this~~end ~~projected~~of ~~job~~the ~~growth,~~year. ~~future~~Essential ~~years~~to ~~should see solid office net absorption rates. With~~ the ~~expected~~commercial ~~decline~~real inestate ~~office vacancy rates nationally~~sector, ~~rent~~office-using ~~growth~~employment iscontinues ~~projected~~ to ~~expand~~improve ~~to more markets in 2013 and more significantly in 2014. Office market rents are expected to have more upside than any other property type~~ with athe ~~cumulative increase of 30% expected by 2017~~U. ~~Due~~S. tocreating ~~low vacancy levels and little to no new product~~721,000 ~~many of the more supply~~office-~~constrained~~using ~~metropolitan~~jobs ~~areas~~in ~~should~~2013, ~~see~~up ~~the~~from ~~strongest growth by 2017. These metropolitan areas include New York~~696,000 ~~Boston,~~in ~~Denver,~~2012 and ~~Orange County~~570,000 ~~California. Technology-exposed~~in ~~markets should also have strong rent growth due to above-average demand prospects~~2011. ~~Examples~~ ~~of these markets include San Jose and San Francisco.~~

Impact of Economic Conditions on our Portfolio

While some of the market conditions noted above may indicate expected changes in rental rates, the extent to which our portfolio may be affected is dependent upon the contractual rental rates currently provided in existing leases at our remaining properties. The recent turbulence in the credit markets may adversely affect the ability of potential purchasers of our properties to obtain financing, which could affect our timing and/or ability to complete the disposition-and-liquidation phase of our life cycle.

Less diversified real estate funds that own fewer properties, such as us, and those with current vacancies or near-term tenant rollover, such as us, may face an increasingly challenging leasing environment. The properties within these funds may be required to offer lower rental rates and higher concession packages to potential tenants, the degree to which will depend heavily on the specific property and market. Our investment strategy, which includes either renewing an existing tenant's lease or re-leasing the our properties prior to marketing it for sale, remains intact. However, we will evaluate offers to sell our remaining properties on an as-is basis.

Liquidity and Capital Resources

Overview

~~The~~Our ~~Partnership~~operating isstrategy anhas ~~investment~~entailed ~~vehicle~~funding ~~formed~~expenditures ~~for~~related to the ~~purpose~~recurring operations of ~~acquiring,~~Fund ~~owning,~~VIII-IX Associates' properties and the portfolio with operating ~~income-producing~~cash ~~real~~flows, ~~properties~~including orcurrent ~~investing~~and inprior ~~joint~~period ~~ventures~~operating ~~formed~~distributions ~~for~~received from the ~~same~~Joint ~~purpose~~Venture, and ~~has~~assessing ~~invested~~the ~~all~~amount of ~~the~~remaining ~~partners'~~cash ~~original~~flows ~~net~~that ~~offering~~would ~~proceeds~~have ~~available~~been ~~for~~required ~~investment~~to fund known future re-leasing costs and other capital improvements. ~~Thus,~~Any itresidual isoperating ~~unlikely~~cash ~~that~~flows wewere ~~will~~generally ~~acquire~~considered ~~interests~~available infor ~~any~~distribution ~~additional~~to ~~properties~~the orClass A ~~joint~~limited ~~ventures.~~partners ~~Historically~~and, ~~our~~unless ~~investment~~reserved, ~~strategy~~were ~~has~~ generally ~~involved~~paid ~~acquiring~~quarterly. As ~~properties~~a onresult, anthe ~~all-~~ongoing monitoring of our cash ~~basis~~position ~~that~~has ~~are~~been ~~preleased~~critical to ~~creditworthy~~ensuring ~~tenants~~that ~~through~~adequate ~~joint~~liquidity ~~ventures~~and ~~with~~capital ~~affiliated~~resources ~~partnerships~~were available.

Our operating strategy entails funding expenditures related to the recurring operations of Fund VIII-IX Associates' properties and the portfolio with operating cash flows, including current and prior period operating distributions received from the Joint Venture, 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. To the extent that operating cash flows are insufficient to fund our recurring operations, net sale proceeds will be utilized. As a result, the ongoing monitoring of our cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in our remaining markets could adversely impact the ability of one or more of our tenants to honor lease payments and our ability to re-lease space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs could be adversely affected.

Short-Term Liquidity

During the year ended December 31, ~~2012~~2013, ~~we generated~~ net cash ~~flows~~outflows from operating activities, ~~including~~were ~~distributions received from Fund VIII-IX Associates, of~~ approximately $~~281~~123,000. ~~Operating~~primarily ~~distributions~~due ~~from~~to (i) Fund VIII-IX Associates ~~generally~~retaining ~~consist~~its ~~of rental revenues and tenant reimbursements, less property~~ operating ~~expenses, management fees, general administrative expenses, and capital expenditures. We continued to reserve the net operating~~ cash ~~flows~~flow ~~generated in 2012~~ to fund ~~our pro rata share of (i) anticipated~~ re-leasing costs at ~~our~~the ~~remaining~~US ~~properties~~Cellular ~~and~~Building, ~~(ii)~~prior to its disposition, and property operating costs at ~~the~~ 305 Interlocken Parkway, ~~property due to the current vacancy. The extent to~~ which ~~future~~was ~~operating~~vacant ~~distributions~~prior ~~are paid~~ to ~~limited~~disposition, ~~partners~~and ~~will~~(ii) befunding ~~largely dependent upon the amount of cash generated by Fund VIII-IX Associates,~~ our ~~expectations~~general ~~of future cash flows,~~ and ~~determination~~administrative ~~of near-~~expenses.

~~Page~~During 24the year ended December 31, 2013, we received net sale proceeds from the sale of the US Cellular Building of approximately $4,319,000 and from the sale of 305 Interlocken Parkway of approximately $3,222,000. During the year ended December 31, 2013, we invested approximately $446,000 in Fund VIII-IX Associates to (i) fund our pro rata share of tenant improvements at the US Cellular Building related to recent leasing activity, prior to its disposition and (ii) fund our pro rata share of property operating expenses at 305 Interlocken Parkway property which was vacant prior to its disposition.

~~Table~~We believe that the cash on hand will be sufficient to cover our working capital needs, including those provided for within our total liabilities of ~~Contents~~approximately $36,000, as of December 31, 2013. We anticipate making a final liquidating distribution of unused reserves to the limited partners and dissolving the Partnership in the second quarter of 2014.

term cash needs to fund our share of property operating costs, tenant re-leasing costs and other capital improvements for our remaining properties. We anticipate that operating distributions from Fund VIII-IX Associates may decline in the near-term as a result of (i) the current vacancy at the 305 Interlocken Parkway property and (ii) our intention to fund our pro rata share of anticipated re-leasing costs at our remaining properties, including the tenant allowance associated with the lease extension executed with US Cellular.

We believe that the cash on hand and the distribution due from Fund VIII-IX Associates will be sufficient to cover our working capital needs, including those provided for within our total liabilities of approximately $16,000, as of December 31, 2012.

Long-Term Liquidity

We ~~expect~~have ~~that~~sold ~~our~~all ~~future sources~~ of ~~capital~~the ~~will~~real beestate ~~primarily~~assets ~~derived~~in ~~from~~which ~~operating~~we ~~cash~~had ~~flows~~owned ~~generated~~interests ~~from~~and ~~the~~do ~~remaining~~not ~~properties~~anticipate ~~owned~~acquiring byadditional ~~Fund~~properties. As ~~VIII-IX~~a ~~Associates~~result ~~and~~of ~~net proceeds generated from~~ the sale of ~~those~~the ~~properties.~~last ~~Our~~remaining ~~future~~real ~~long-term~~estate ~~liquidity~~asset ~~requirements~~in ~~will~~which ~~include,~~we ~~but~~held ~~not~~an beinterest ~~limited~~in ~~to,~~December ~~funding our share of tenant improvements~~2013, ~~renovations,~~we ~~expansions,~~have ~~and~~begun ~~other~~to ~~significant~~take ~~capital~~the ~~improvements~~steps necessary ~~for~~to ~~properties~~liquidate ~~owned~~and ~~through~~dissolve ~~Fund~~the ~~VIII-IX Associates~~Partnership. We ~~expect~~are toin ~~continue~~the toprocess ~~use~~of ~~substantially~~evaluating ~~all~~the ~~future~~amount ~~net~~of cash ~~from~~reserves ~~operations,~~needed ~~including~~to ~~distributions~~settle ~~received~~estimated ~~from~~liabilities ~~Fund~~of ~~VIII-IX~~the ~~Associates,~~Partnership toat ~~fund~~dissolution ~~leasing costs~~ and ~~capital~~intend ~~expenditures necessary~~ to ~~position~~distribute ~~our properties for sale. To~~ the ~~extent that residual operating~~ cash ~~flows~~balances ~~remain~~remaining ~~after~~at ~~considering~~that ~~these~~time ~~funding~~to ~~requirements,~~the welimited ~~would~~partners ~~then~~pursuant ~~distribute~~to ~~such~~applicable ~~residual~~provisions ~~operating~~of ~~cash flow to~~ the ~~limited~~partnership ~~partners~~agreement.

~~Capital~~Page ~~Resources~~17

The Joint Venture incurs 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 Venture 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.

Operating cash flows, if available, are generally distributed from the Joint Venture to us approximately one month following calendar quarter-ends. However, the Joint Venture 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 flows 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. Any capital or other expenditures not funded from the operations of the Joint Ventures will be required to be funded by us and the other respective joint venture partners on a pro rata basis.

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AsCapital ~~of December 31, 2012, we have received, used, distributed, and held net sale proceeds allocated to us from the sale of properties as presented below:~~Resources

Property Sold	Net SaleProceeds			Partnership'sApproximateOwnership %	Net Sale ProceedsAllocated to thePartnership		Use ofNet Sale Proceeds			Net Sale ProceedsDistributed toPartners as ofDecember 31, 2012		Undistributed NetSale Proceeds as ofDecember 31, 2012
							Amount		Purpose
Tanglewood Commons Outparcel(sold in 2002)	$	524,398		32.4%	$	169,643	$	—	—	$	169,643	$	—
Hannover Center(sold in 2004)	$	1,703,431		63.4%	1,079,364		—		—	1,079,364		—
305 Interlocken Parkway(early termination in 2004)	$	800,000	(1)	54.8%	438,374		—		—	438,374		—
15253 Bake Parkway(sold in 2004)	$	11,892,035		46.1%	5,487,476		424,857		Re-leasing 15253 Bake Parkway (2004) and the CH2M Hill Building (2005)	5,062,619		—
Tanglewood Commons shopping center(sold in 2005)	$	11,236,283		32.4%	3,635,454		—		—	3,635,454		—
Tanglewood Commons land condemnation(sold in 2005)	$	52,050		32.4%	16,841		—		—	16,841		—
CH2M Hill Building(sold in 2005)	$	7,935,259		63.4%	5,028,105		—		—	5,028,105		—
BellSouth Building(sold in 2006)	$	12,846,928		32.4%	4,156,572		—		—	4,156,572		—
Tanglewood Commons outparcels(sold in 2007)	$	734,184		32.4%	237,542		—		—	237,542		—
14079 Senlac Drive(sold in 2007)	$	5,107,237		54.8%	2,798,597		—		—	2,275,484		523,113
Total					$	23,047,968	$	424,857	—	$	22,099,998	$	523,113

As of December 31, 2013, we have received, used, distributed, and held net sale proceeds allocated to us from the sale of properties as presented below:

(1) The Partnership continues to own this property. The net sale proceeds represents payment received for unamortized tenant improvements in connection with the Cirrus Logic, Inc. lease termination.



Property Sold	Net Sale Proceeds			Partnership's Approximate Ownership %	Net Sale Proceeds Allocated to the Partnership		Use of Net Sale Proceeds			Net Sale Proceeds Distributed to Partners as of December 31, 2013		Undistributed Net Sale Proceeds as of December 31, 2013
Property Sold	Net Sale Proceeds			Partnership's Approximate Ownership %	Net Sale Proceeds Allocated to the Partnership		Amount		Purpose			Undistributed Net Sale Proceeds as of December 31, 2013
Tanglewood Commons Outparcel (sold in 2002)	$	524,398		32.4%	$	169,643	$	—	—	$	169,643	$	—
Hannover Center (sold in 2004)	$	1,703,431		63.4%	1,079,364		—		—	1,079,364		—
305 Interlocken Parkway (early termination in 2004)	$	800,000	⁽¹⁾	54.8%	438,374		—		—	438,374		—
15253 Bake Parkway (sold in 2004)	$	11,892,035		46.1%	5,487,476		424,857		Re-leasing 15253 Bake Parkway (2004) and the CH2M Hill Building (2005)	5,062,619		—
Tanglewood Commons shopping center (sold in 2005)	$	11,236,283		32.4%	3,635,454		—		—	3,635,454		—
Tanglewood Commons land condemnation (sold in 2005)	$	52,050		32.4%	16,841		—		—	16,841		—
CH2M Hill Building (sold in 2005)	$	7,935,259		63.4%	5,028,105		—		—	5,028,105		—
BellSouth Building (sold in 2006)	$	12,846,928		32.4%	4,156,572		—		—	4,156,572		—
Tanglewood Commons outparcels (sold in 2007)	$	734,184		32.4%	237,542		—		—	237,542		—
14079 Senlac Drive (sold in 2007)	$	5,107,237		54.8%	2,798,597		—		—	2,798,597		—
US Cellular Building (sold in 2013)	$	7,881,771		54.8%	4,318,951		—		—	2,226,888		2,092,063
305 Interlocken Parkway (sold in 2013)	$	5,880,340		54.8%	3,222,232		—		—	—		3,222,232
Total					$	30,589,151	$	424,857	—	$	24,849,999	$	5,314,295

~~Upon~~(1) ~~evaluating~~The ~~the capital needs of the properties in which we currently own an interest, our General Partners have determined to reserve~~ net sale proceeds ofrepresents ~~approximately~~payment ~~$523,000~~received tofor ~~fund~~unamortized ~~our~~tenant ~~pro~~improvements ~~rata~~in ~~share~~connection ofwith ~~known~~the ~~and~~Cirrus ~~anticipated~~Logic, ~~re-leasing~~Inc. ~~costs~~lease ~~at our remaining properties~~termination.

Our General Partners distributed net sale proceeds of approximately $2,750,000 in November 2013 from the sales of 14079 Senlac Drive and the US Cellular Building. The General Partners have declared a net sale proceeds distribution of approximately $5,314,000 to be paid to limited partners in April 2014. The General Partners have determined that the residual net sale proceeds will be held in reserve to fund dissolution expenses and obligations of the Partnership. The General Partners anticipate making a final liquidating distribution of unused reserves to the limited partners and dissolving the Partnership in the second quarter of 2014.

Results of Operations

Comparison of the year ended December 31, ~~2011~~2012 vs. the year ended December 31, ~~2012~~2013

Equity in income of Joint Venture ~~decreased~~increased from $~~253~~187,~~253~~079 for the year ended December 31, ~~2011~~2012 to $~~187~~2,~~079~~112,911 for the year ended December 31, ~~2012.~~2013, ~~The decrease is~~ primarily ~~attributable~~due to (i) the ~~decrease~~gain inrecognized ~~rental~~on ~~and reimbursement income at~~ the ~~305~~sale ~~Interlocken Parkway Building as a result~~ of the ~~current~~US ~~vacancy.~~Cellular ~~Absent~~Building ~~leasing~~in ~~activity~~March ~~at our remaining properties~~2013, ~~we expect equity in income~~ of ~~Fund~~which ~~VIII-IX~~approximately ~~Associates~~$1,110,000 towas ~~decline~~recognized inby ~~2013,~~Partnership asand ~~compared~~(ii) tothe ~~2012,~~gain asrecognized aon ~~result of~~ the ~~current~~sale ~~vacancy~~of at the 305 Interlocken Parkway ~~property, which was effective June 30, 2012.~~

~~Interest~~Page and other income decreased from $1,300 for the year ended December 31, 2011 to $1,050 for the year ended December 31, 2012. The decrease is primarily due to a decrease in the average daily yield. Future levels of interest income will be largely dependent on the timing of future property dispositions and net sale proceeds distributions to the limited partners, and fluctuations in the average daily yield earned on cash balances.18

General and administrative expenses increased from $176,498 for the year ended December 31, 2011 to $190,277 for the year ended December 31, 2012. The increase is primarily due to (i) an increase in administrative reimbursement costs allocated to the

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~~Partnership~~property, ~~in the third quarter~~ of ~~2012~~which ~~and~~approximately ~~(ii)~~$1,249,000 anwas ~~increase~~recognized inby ~~administrative~~the ~~costs~~Partnership, ~~related~~partially tooffset ~~reporting~~by ~~and~~(iii) ~~regulatory~~a ~~requirements.We~~decrease ~~anticipate~~in ~~that~~rental ~~future~~and ~~general~~reimbursement ~~and~~income ~~administrative~~at ~~expenses~~the ~~will~~305 ~~vary~~Interlocken ~~primarily~~Parkway ~~based~~property onas ~~future~~a ~~changes~~result inof ~~our~~the ~~reporting~~vacancy ~~and~~prior ~~regulatory~~to ~~requirements~~the sale.

~~Comparison~~General ofand administrative expenses decreased from $190,277 for the year ended December 31, ~~2010~~2012 ~~vs.~~to $175,642 for the year ended December 31, ~~2011~~2013, primarily due to a decrease in administrative reimbursements and administrative costs related to reporting and regulatory requirements. We anticipate that future general and administrative expenses will vary primarily based on future changes in our reporting and regulatory requirements.

~~Equity~~Comparison ~~in income~~ of ~~Joint Venture increased from $195,670 for~~ the year ended December 31, ~~2010~~2011 tovs. ~~$253,253 for~~ the year ended December 31, ~~2011.~~2012 This increase is primarily due to (i) an increase in rental income at the 305 Interlocken Parkway property as a result of the short-term lease extension with Flextronics and (ii) a decrease in depreciation expense and amortization expense in connection with the expiration of the initial lease in place at the 305 Interlocken Parkway property, partially offset by (iii) incurring parking lot repairs at the US Cellular Building in 2011.

~~Interest~~Equity ~~and~~in ~~other~~ income ~~remained~~of ~~relatively~~Joint ~~stable~~Venture atdecreased from $1253,~~232~~253 for the year ended December 31, ~~2010~~2011 ~~and~~to $1187,~~300~~079 for the year ended December 31, ~~2011~~2012. The decrease is primarily attributable to the decrease in rental and reimbursement income at the 305 Interlocken Parkway Building as a result of vacancy.

General and administrative expenses ~~decreased~~increased from $~~202~~176,~~353~~498 for the year ended December 31, ~~2010~~2011 to $~~176~~190,~~498~~277 for the year ended December 31, ~~2011~~2012. The ~~decrease~~increase is primarily ~~attributable~~due to a(i) ~~decrease~~an increase in ~~the overhead~~ administrative reimbursement costs allocated to the Partnership ~~during~~in ~~2011.~~the third quarter of 2012 and (ii) an increase in administrative costs related to reporting and regulatory requirements.

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

Below is a discussion of the accounting policies used by us and the Joint Venture, which are considered 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~~were required to make subjective assessments as to the useful lives of our depreciable assets. We ~~consider~~considered the period of future benefit of the assets to determine the appropriate useful lives. These assessments ~~have~~had a direct impact on net income. The estimated useful lives of the Joint Venture's assets ~~are~~were depreciated using the straight-line method over the following useful lives:



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

In the event that the Joint Venture ~~utilizes~~utilized inappropriate useful lives or methods of depreciation, our net income would behave been misstated.

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Evaluating the Recoverability of Real Estate Assets

We continually ~~monitor~~monitored events and changes in circumstances that could ~~indicate~~have indicated that the carrying amounts of the real estate assets in which we ~~have~~had an ownership interest through ~~our~~investments ~~investment~~ in ~~Fund~~the ~~VIII-IX~~Joint ~~Associates~~Ventures ~~may~~were not be recoverable. When indicators of potential impairment ~~are~~were present which ~~suggest~~suggested that the carrying amounts of real estate assets ~~may~~were not be recoverable, we ~~assess~~assessed the recoverability of the real estate assets by determining whether the respective carrying values ~~will~~would behave been recovered through the estimated undiscounted future ~~operating~~ cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use, or the estimated fair ~~values~~value, less costs to sell, for assets held for sale, dodid not exceed the respective assets'’ carrying values, we ~~adjust~~adjusted the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and ~~recognize~~recognized an impairment loss. Estimated fair values ~~are~~were determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. We have determined that there have been no impairments in the carrying value of our real estate assets to date; however, certain of our assets may be carried at an amount more than could be realized in a current disposition transaction.

~~Projections~~Page of expected future cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by the Joint Venture and our net income (loss).19

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availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

Related-Party Transactions

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

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 4 and Note 109 of our accompanying financial statements for further explanations. ~~Examples of such commitments and contingencies include:~~

• commitments under existing lease agreements; and

• property management and leasing agreements.

Subsequent Event

On February 25, 2013, Fund VIII-IX Associates entered into an agreement to sell the US Cellular Building to Fulcrum Asset Advisors, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs. As of February 25, 2013, the inspection period has expired and earnest money deposits of $400,000 paid by the buyer have become non-refundable. Fund VIII-IX Associates expects the closing of this transaction to occur during the first quarter of 2013; however, there are no assurances regarding when or if this sale will be completed. We own approximately 54.8% of Fund VIII-IX Associates, which owns 100% of the US Cellular Building.


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

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


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

There were no disagreements with our independent registered public ~~accountants~~accounting firm during the years ended December 31, ~~2012,~~2013 ~~2011,~~ and ~~2010~~2012.


ITEM 9A.	CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management of Wells Capital, the corporate general partner of one of our General Partners, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Rule 13a-15(b) of the Exchange Act, as of December 31, ~~2012~~2013. Based upon that evaluation, which was completed as of the end of the period covered by this Form 10-K, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at December 31, ~~2012~~2013, in providing a reasonable level of assurance that the information we are required to disclose in reports that 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 the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management Report on Internal Control Over Financial Reporting

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


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

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


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

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

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, ~~2012~~2013. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes that our system of internal control over financial reporting met those criteria, and, therefore, our management has concluded that we maintained effective internal control over financial reporting as of December 31, ~~2012~~2013.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this report.

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Changes in Internal Control Over Financial Reporting

There have been no ~~significant~~ changes in our internal control over financial reporting during the quarter ended December 31, ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.	OTHER INFORMATION.

For the quarter ended December 31, ~~2012~~2013, all items required to be disclosed under Form 8-K were reported under Form 8-K.

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PART III


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S GENERAL PARTNERS.

Wells Partners

The sole general partner of Wells Partners, one of our General Partners, is Wells Capital, a Georgia corporation. The executive offices of Wells Capital are located at 6200 The Corners Parkway, Norcross, Georgia 30092. Wells Capital was organized on April 18, 1984 under the Georgia Business Corporation Code, and is primarily in the business of serving as general partner or as an affiliate to the general partner in affiliated public limited partnerships ("Wells Public Partnerships"). Wells Capital or its affiliates ~~currently~~previously ~~serve~~served as the advisor to Signature Office Income REIT (formerly Wells Core Office Income REIT, Inc.), CatchMark Timber Trust, Inc. (formerly Wells Timberland REIT, Inc.), and Columbia Property Trust (formerly Wells Real Estate Investment Trust ~~III~~II, Inc.), and ~~Wells~~Piedmont ~~Timberland~~Office ~~REIT~~Realty Trust, Inc. (~~collectively,~~formerly ~~the~~known "as Wells ~~REITs"),~~Real ~~each~~Estate ofInvestment ~~which~~Trust, isInc) a(collectively, ~~Maryland~~the ~~corporation~~"Wells REITs"). In these capacities, Wells Capital performs certain services for Wells Public Partnerships ~~and the Wells REITs~~, including presenting, structuring, and acquiring real estate investment opportunities; entering into leases and service contracts on acquired properties; arranging for and completing the disposition of properties; and providing other services such as accounting and administrative functions. Wells Capital previously performed these services for the Wells REITs. Wells Capital is a wholly owned subsidiary of WREF, of which Leo F. Wells, III is the sole stockholder.

Leo F. Wells, III

Mr. Wells, 6970, who serves as one of our General Partners, is the president, treasurer, and sole director of Wells Capital, the general partner of Wells Partners, one of our General Partners. He is also the sole stockholder and sole director of WREF, which he founded in 1984 and served as WREF's President and Treasurer until February 2012. WREF directly or indirectly owns Wells Capital, the Advisor; Wells Management; ~~WIS~~Wells Investment Securities, Inc.; Wells Development Corporation; Wells Asset Management, Inc.; and Wells & Associates, Inc., a real estate brokerage and investment company formed in 1976 and incorporated in 1978, for which Mr. Wells serves as principal broker. He is also the president, treasurer, and sole director of:


•	Wells Management, our property manager;


•	Wells Asset Management, Inc.;


•	Wells & Associates, Inc.; and


•	Wells Development Corporation, a company he organized in 1997 to develop real properties.

Mr. Wells iswas the president and aChairman ~~director~~ of ~~Wells~~the ~~Core~~Board ~~Office~~of ~~Income~~Signature Office REIT, Inc. ~~and~~from July 2007 to December 31, 2013. Mr Wells also served as a director of Columbia Property Trust, ~~which~~Inc. ~~are~~("Columbia") afrom ~~public~~2003 ~~real~~through ~~estate~~May ~~programs~~2012 ~~not~~and ~~listed~~as onpresident aof ~~securities~~Columbia ~~exchange.~~from HeJuly is2003 ~~also~~through ~~the~~July ~~president~~2010. He ~~and~~served aas ~~director~~the president of ~~Wells~~CatchMark ~~Timberland~~Timber ~~REIT~~Trust, Inc., ~~which~~("CatchMark") isfrom ~~also~~September 2005 through December 2013 and as a ~~public~~director ~~real~~of ~~estate~~Catchmark ~~program~~from ~~not~~September ~~listed~~2005 onto aJune ~~securities~~2007 ~~exchange.~~and from March 2012 through December 2013. From 1998 to 2007, Mr. Wells served as president and Chairman of the Board of Piedmont ~~REIT,~~Office ~~formerly~~Realty ~~known as Wells Real Estate Investment~~ Trust, Inc., ~~a public, non-traded REIT sponsored by WREF, until April 16, 2007, when Piedmont REIT acquired certain entities formerly affiliated with WREF and became a self-advised REIT.~~

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

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the officers and directors of the general partner of our general partner, and persons who own 10% or more of any class of equity interests in the Partnership, to report their beneficial ownership of equity interests in the Partnership to the SEC. Their initial reports are required to be filed using the SEC's Form 3, and they are required to report subsequent purchases, sales, and other changes using the SEC's Form 4, which must be filed within two business days of most transactions. Officers, directors, and partners owning more than 10% of any class of equity interests in the Partnership are required by SEC regulations to furnish us with copies of all reports they file pursuant to Section 16(a). NoWe ~~such~~believe ~~reports~~all ~~were~~persons ~~required~~subject to bethese ~~filed~~reporting ~~during~~requirements filed the ~~year~~report ~~ended~~on ~~December 31,~~a ~~2012~~timely basis in 2013.

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Financial Oversight Committee

We do not have a board of directors or an audit committee. Accordingly, as ~~the~~our corporate general partner ~~of one of the General Partners of the Partnership~~, Wells Capital has established a Financial Oversight Committee consisting of ~~Douglas~~Randy PA. ~~Williams~~Simmons as the Principal Financial Officer; ~~Brian~~Parker M.Hudson ~~Davis~~ as the Senior Vice President of Wells Capital; and ~~Glen~~Kerianne F.Maloney ~~Smith~~ as ~~Chief~~Senior ~~Accounting~~Vice ~~Officer~~President. The Financial Oversight Committee serves the equivalent function of an audit committee for, among others, the following purposes: appointment, compensation, review, and oversight of the work of our independent registered public ~~accountant~~accountants, and establishing and enforcing the code of ethics. However, since neither we nor our corporate general partner have an audit committee and the Financial Oversight Committee is not independent of us or the General Partners, we do not have an "audit committee financial expert."

Code of Ethics

We have adopted a code of ethics applicable to Wells Capital's Principal Executive Officer and Principal Financial Officer, as well as the principal accounting officer, controller, or other employees of Wells Capital performing similar functions on our behalf, if any. The code of ethics is contained in the Business Standards/Code of Conduct/General Policies established by WREF. You may obtain a copy of this code of ethics, without charge, upon request by calling our Client Services Department at 800-557-4830, option 2.


ITEM 11.	COMPENSATION OF GENERAL PARTNERS AND AFFILIATES.

While we are managed by the General Partners and their affiliates, we do not pay any salaries or other compensation directly to the General Partners or to any of the General Partners' individual employees, officers, or directors. Further, we do not employ, and are not managed by, any of our own employees, officers, or directors. Accordingly, no compensation has been awarded to, earned by, or paid to any such individuals in connection with the operation or management of the Partnership. Due to our current management structure and our lack of any employees, officers, or directors, no discussion and analysis of compensation paid by the Partnership; tabular information concerning salaries, bonuses, and other types of compensation to executive officers or directors of the Partnership; or other information regarding compensation policies and practices of the Partnership has been included in this Annual Report on Form 10-K.

See Item 13, "Certain Relationships and Related Transactions," for a description of the fees we incurred that were payable to affiliates of the General Partners during the year ended December 31, ~~2012~~2013.


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

(a) No limited partner owns beneficially more than 5% of any class of the outstanding units of the Partnership as of February 28, ~~2013~~2014.

~~Page~~(b) 32Set forth below is the security ownership of management as of February 28, 2014.

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(b) Set forth below is the security ownership of management as of February 28, 2013.


⁽¹⁾	Leo F. Wells, III owns 4,140.881 Class A Units through an individual retirement account and 5,000 Class A Units through Wells Capital.


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


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The compensation and fees we pay to our General Partners or their affiliates in connection with our operations are described below:

Interest in Partnership Cash Flow and Net Sale Proceeds

The General Partners are entitled to receive a subordinated participation in net cash flow from operations equal to 10% of net cash flow after the limited partners holding Class A Units have received preferential distributions equal to 10% of their adjusted capital accounts in each fiscal year. The General Partners are also entitled to receive a subordinated participation in net ~~sales~~sale proceeds and net financing proceeds equal to 20% of residual proceeds available for distribution after limited partners holding Class A Units have received a return of their adjusted capital contributions plus a 10% cumulative return on their adjusted capital contributions, and limited partners holding Class B Units have received a return of their adjusted capital contributions plus a 15% cumulative return on their adjusted capital contributions, provided, however, that in no event shall the General Partners receive in the aggregate in excess of 15% of net sales proceeds and net financing proceeds remaining after payments to limited partners from such proceeds of amounts equal to the sum of their adjusted capital contributions plus a 6% cumulative return on their adjusted capital contributions. The General Partners did not receive any distributions of net cash from operations or net sale proceeds for the year ended December 31, 2012.

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and limited partners holding Class B Units have received a return of their adjusted capital contributions plus a 15% cumulative return on their adjusted capital contributions; provided, however, that in no event shall the General Partners receive in the aggregate in excess of 15% of net sale proceeds and net financing proceeds remaining after payments to limited partners from such proceeds of amounts equal to the sum of their adjusted capital contributions plus a 6% cumulative return on their adjusted capital contributions. The General Partners did not receive any distributions of net cash from operations or net sale proceeds for the year ended December 31, 2013.

Management and Leasing Fees

We entered into a property management and leasing agreement, and Wells Management, an affiliate of the General Partners, receives compensation for asset management and the management and leasing of our properties owned through Joint Ventures equal to (a) 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 that are leased on a long-term net basis (10 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 ~~statement~~statements of operations. Our share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures that are payable to Wells Management is $556,~~345~~052, $7355,~~468~~345, and $7073,~~879~~468 for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, 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 us, relating to accounting and other partnership administration, and incurs 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. We incurred administrative expenses of $9862,~~576~~860, $8698,~~611~~576, and $~~113~~86,~~093~~611 payable to Wells Capital and Wells Management for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, respectively.

Real Estate Commissions

In connection with the sale of our properties, the General Partners or their affiliates may receive commissions not exceeding the lesser of (a) 50% of the commissions customarily charged by other brokers in arm's-length transactions involving comparable properties in the same geographic area, or (b) 3% of the gross sales price of the property, and provided that payments of such commissions will be made only after limited partners have received prior distributions totaling 100% of their capital contributions plus a 6% cumulative return on their adjusted capital contributions. No real estate commissions were paid to the General Partners or affiliates for the years ended December 31, 2013, 2012, and 2011.

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plus a 6% cumulative return on their adjusted capital contributions. No real estate commissions were paid to the General Partners or affiliates for the years ended December 31, 2012, 2011, and 2010.

Procedures Regarding Related-Party Transactions

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


ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.

Preapproval Policies and Procedures

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

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decisions to the full Financial Oversight Committee. Our independent registered public accountants may not be retained to perform the nonauditing services specified in Section 10A(g) of the Exchange Act.

Fees Paid to the Independent Registered Public Accountants

Frazier & Deeter, LLC serves as our independent registered public accountants and has provided audit services since September 22, 2006. All such fees are recognized in the period to which the services relate. A portion of such fees is allocated to the joint ventures in which we invest. The aggregate fees billed to the us for professional accounting services by Frazier & Deeter, LLC, including the audit of ~~the~~ our annual financial statements for the fiscal years ended December 31, ~~2012~~2013 and ~~2011~~2012, are set forth in the table below.

	2012		2011
	2013		2012
Audit Fees	$	3942,~~429~~283	$	3539,~~397~~429
Audit-Related Fees	—		—
Tax Fees	—		—
Other Fees	—		—
Total	$	3942,~~429~~283	$	3539,~~397~~429

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

•

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


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

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

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appeals, tax advice related to acquisitions and dispositions of assets, and requests for rulings or technical advice from taxing authorities.


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

During the fiscal years ended December 31, ~~2012~~2013 and ~~2011~~2012, 100% of the services performed by Frazier & Deeter, LLC described above under the caption "Audit Fees" were approved in advance by a member of the Financial Oversight Committee. In addition, fees were incurred for tax services performed by an accounting firm separate from our independent registered public accountants in each year presented.

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PART IV


ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) 1. A list of the financial statements contained herein is set forth on page F-1 hereof.

2. Not applicable.

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

(b) See (a) 3 above.

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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 VIII, L.P.(Registrant)
	By:	WELLS PARTNERS, L.P.(General Partner)
	By:	WELLS CAPITAL, INC.(Corporate General Partner)
March 15, 2013		/s/ LEO F. WELLS, III
March 28, 2014		/s/ LEO F. WELLS, III
		Leo F. Wells, III
		President, Principal Executive Officer, and Sole Directorof Wells Capital, Inc.
March 15, 2013		/s/ DOUGLAS P. WILLIAMS
March 28, 2014		/s/ RANDY A. SIMMONS
		Douglas P. Williams
		Randy A. Simmons
		Principal Financial Officerof Wells Capital, Inc.

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EXHIBIT INDEX

TO ~~2012~~2013 FORM 10-K

WELLS REAL ESTATE FUND VIII, L.P.

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



Exhibit Number		Description of Document
*3.1		Amended and Restated Agreement of Limited Partnership of Wells Real Estate Fund VIII, L.P. dated January 6, 1995 (Exhibit to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1995, Commission File No. 000-27888)
*3.2		Certificate of Limited Partnership of Wells Real Estate Fund VIII, L.P. (Exhibit 3(b) to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*3.3		Amendment to Amended and Restated Agreement of Limited Partnership of Wells Real Estate Fund VIII, L.P. (Exhibit 3.1 to Form 8-K of Wells Real Estate Fund VIII, L.P. filed on January 25, 2007, Commission File No. 000-27888)
*10.1		Management Agreement dated January 6, 1995, between Wells Real Estate Fund VIII, L.P. and Wells Management Company, Inc. (Exhibit to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1995, Commission File No. 000-27888)
*10.2		Leasing and Tenant Coordinating Agreement dated January 6, 1995, between Wells Real Estate Fund VIII, L.P. and Wells Management Company, Inc. (Exhibit to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1995, Commission File No. 000-27888)
*10.3		Custodial Agency Agreement dated November 15, 1994, between Wells Real Estate Fund VIII, L.P. and NationsBank of Georgia, N.A. (Exhibit to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1995, Commission File No. 000-27888)
*10.4		Joint Venture Agreement of Fund VIII and Fund IX Associates dated June 10, 1996 (Exhibit 10(aa) to Post-Effective Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*10.5		Agreement for the Purchase and Sale of Real Property dated April 23, 1996, between American Family Mutual Insurance Company and Wells Capital, Inc. (Exhibit 10(bb) to Post-Effective Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*10.6		Agreement to Lease dated June 18, 1996, between Fund VIII and IX Associates and Westel-Milwaukee, Inc., d/b/a Cellular One (Exhibit 10(cc) to Post-Effective Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*10.7		Development Agreement dated June 18, 1996, between Fund VIII and Fund IX Associates and ADEVCO Corporation (Exhibit 10(dd) to Post-Effective Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*10.8		Owner-Contractor Agreement dated June 18, 1996, with Kraemer Brothers, Inc. (Exhibit 10(ee) to Post-Effective Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*10.9		First Amendment to Joint Venture Agreement of Fund VIII and Fund IX Associates dated October 10, 1996 (Exhibit 10(ii) to Post-Effective Amendment No. 12 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 033-83852)
*10.10		Second Amendment to Joint Venture Agreement of Fund VIII and Fund IX Associates dated January 7, 1997 (Exhibit 10 (ii) to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1997, Commission File No. 000-27888)
*10.11		Third Amendment to Joint Venture Agreement of Fund VIII and Fund IX Associates dated February 18, 1997 (Exhibit 10 (ll) to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1997, Commission File No. 000-27888)
*10.12		Agreement for the Purchase and Sale of Property with Orix Prime West Bloomfield II Venture dated February 5, 1997 (Exhibit 10 (mm) to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 1997, Commission File No. 000-27888)

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*10.13		First Amendment to Lease Agreement with United States Cellular Operating Company, d/b/a Cellular One (Exhibit 10(rr) to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 2001, Commission File No. 000-27888)
*10.14		Second Amendment to Lease Agreement with United States Cellular Operating Company for the US Cellular Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund VIII, L.P. for the quarter ended September 30, 2006, Commission File No. 000-27888)
*10.15		Amendment to Lease with Flextronics International USA, Inc. for the 305 Interlocken Parkway Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund VIII, L.P. for the quarter ended September 30, 2011, Commission File No. 000-27888)
*10.16		Sixth Amendment to Lease Agreement with United States Cellular Operating Company for the US Cellular Building (Exhibit 10.24 to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 2011, Commission File No. 000-27888)
10.17		Purchase and Sale Agreement for the sale of the US Cellular Building
*10.17		Purchase and Sale Agreement for the sale of the US Cellular Building (Exhibit 10.17 to Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended December 31, 2012, Commission File No. 000-027888)
*10.18		Purchase and Sale Agreement for the sale of the 305 Interlocken Parkway property (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund VIII, L.P. for the quarter ended September 30, 2013, Commission File No. 000-027888)
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
**101.INS		XBRL Instance Document.
101.INS		XBRL Instance Document.
**101.SCH		XBRL Taxonomy Extension Schema.
101.SCH		XBRL Taxonomy Extension Schema.
**101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
**101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
**101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
**101.PRE		XBRL Taxonomy Extension Presentation Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.


*	Previously filed and incorporated herein by reference.

** Furnished with this Form 10-K, but not filed under the Securities Exchange Act of 1934.

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WELLS REAL ESTATE FUND VIII, L.P.

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FINANCIAL STATEMENTS		Page No.
WELLS REAL ESTATE FUND VIII, L.P.
	Report of Independent Registered Public Accounting Firm - Frazier & Deeter, LLC	F- 2
	Balance Sheets as of December 31, 2012 and 2011	F-3
	Balance Sheets as of December 31, 2013 and 2012	F- 3
	Statements of Operations for the Years Ended December 31, 2012, 2011, and 2010	F-4
	Statements of Operations for the Years Ended December 31, 2013, 2012, and 2011	F- 4
	Statements of Partners' Capital for the Years Ended December 31, 2012, 2011, and 2010	F-5
	Statements of Partners' Capital for the Years Ended December 31, 2013, 2012, and 2011	F- 5
	Statements of Cash Flows for the Years Ended December 31, 2012, 2011, and 2010	F-6
	Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011	F- 6
	Notes to Financial Statements	F- 7
FUND VIII AND FUND IX ASSOCIATES
	Report of Independent Registered Public Accounting Firm - Frazier & Deeter, LLC	F-17 16
	Balance Sheets as of December 31, 2012 and 2011	F-18
	Balance Sheets as of December 31, 2013 and 2012	F- 17
	Statements of Operations for the Years Ended December 31, 2012, 2011, and 2010	F-19
	Statements of Operations for the Years Ended December 31, 2013, 2012, and 2011	F- 18
	Statements of Partners' Capital for the Years Ended December 31, 2012, 2011, and 2010	F-20
	Statements of Partners' Capital for the Years Ended December 31, 2013, 2012, and 2011	F- 19
	Statements of Cash Flows for the Years Ended December 31, 2012, 2011, and 2010	F-21
	Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011	F- 20
	Notes to Financial Statements	F-22 21
	Schedule III - Real Estate and Accumulated Depreciation	F-27 26

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Real Estate Fund VIII, L.P.

We have audited the accompanying balance sheets of Wells Real Estate Fund VIII, L.P. (the "Partnership") as of December 31, ~~2012~~2013 and ~~2011~~2012, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, ~~2012~~2013. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wells Real Estate Fund VIII, L.P. as of December 31, ~~2012~~2013 and ~~2011~~2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2012~~2013, in conformity with U.S. generally accepted accounting principles.

/s/ Frazier & Deeter, LLC

Atlanta, Georgia

March 1528, ~~2013~~2014

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WELLS REAL ESTATE FUND VIII, L.P.

BALANCE SHEETS

	December 31, 2012		December 31, 2011
	December 31, 2013		December 31, 2012
Assets:
Investment in joint venture	$	~~4,982,117~~—	$	54,~~139~~982,~~246~~117
Cash and cash equivalents	15,~~721~~942,~~154~~865		1,~~440~~721,~~484~~154
Due from joint venture	~~32,804~~—		~~160~~32,~~555~~804
Other assets	512,~~060~~037		25,~~520~~060
Total assets	$	65,~~741~~954,~~135~~902	$	6,~~742~~741,~~805~~135
Liabilities:
Accounts payable and accrued expenses	$	831,~~103~~508	$	78,~~924~~103
Due to affiliates	84,~~287~~562		78,~~988~~287
Total liabilities	1636,~~390~~070		1516,~~912~~390
Commitments and Contingencies
Partners' Capital:
Limited partners:
Class A – 2,949,979 units issued and outstanding	64,~~723~~626,~~725~~165		6,~~725~~723,~~852~~725
Class B – 253,287 units issued and outstanding	—1,292,667		—
General partners	~~1,020~~—		1,~~041~~020
Total partners' capital	65,~~724~~918,~~745~~832		6,~~726~~724,~~893~~745
Total liabilities and partners' capital	$	65,~~741~~954,~~135~~902	$	6,~~742~~741,~~805~~135

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

STATEMENTS OF OPERATIONS

	Years ended December 31,
	2012			2011			2010
	2013			2012			2011
Equity in Income of Joint Venture	$	~~187~~2,~~079~~112,911		$	~~253~~187,~~253~~079		$	~~195~~253,~~670~~253
Interest and Other Income	16,~~050~~819			1,~~300~~050			1,~~232~~300
General and Administrative Expenses	~~190~~175,~~277~~642			~~176~~190,~~498~~277			~~202~~176,~~353~~498
Net Income (Loss)	$	(21,~~148~~944,088	)	$	78(2,~~055~~148	)	$	(578,~~451~~055	)
Net Income (Loss) Allocated To:
Class A Limited Partners	$	(2468,~~127~~517	)	$	77(2,~~017~~127	)	$	877,~~934~~017
Class B Limited Partners	$	—1,476,591		$	—		$	~~(14,388~~—	)
General Partners	$	(211,020	)	$	~~1,038~~(21	)	$	31,038
Net Income (Loss) Per Weighted-Average Limited Partner Unit:
Class A	$	0.0016		$	0.0300		$	0.0003
Class B	$	05.0083		$	0.00		$	(0.0600	)
Weighted-Average Limited Partner Units Outstanding:
Class A	2,949,979			2,949,979			2,~~952~~949,~~354~~979
Class B	253,287			253,287			~~250~~253,~~912~~287

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, ~~2012~~2013, ~~2011~~2012, AND ~~2010~~2011

	Limited Partners										GeneralPartners			TotalPartners'Capital
	Class A					Class B
	Units		Amount			Units		Amount
BALANCE, December 31, 2009	2,954,079		$	6,814,994		249,187		$	2,240		$	—		$	6,817,234
BALANCE, December 31, 2010	2,949,979		$	6,648,835		253,287		$	—		$	3		$	6,648,838
Class A conversion elections	(5,400	)	(12,148		)	5,400		12,148			—			—
Class B conversion elections	1,300		—			(1,300	)	—			—			—
Net income (loss)	—		8,934			—		(14,388		)	3			(5,451		)
Distributions of operating cash flow($0.06 per weighted-average Class A Unit)	—		(162,945		)	—		—			—			(162,945		)
BALANCE, December 31, 2010	2,949,979		6,648,835			253,287		—			3			6,648,838
Net income	—		77,017			—		—			1,038			78,055
BALANCE, December 31, 2011	2,949,979		6,725,852			253,287		—			1,041			6,726,893
Net loss	—		(2,127		)	—		—			(21		)	(2,148		)
BALANCE, December 31, 2012	2,949,979		$6,723,725	~~6,723,725~~		253,287		$—	—		$1,020	~~1,020~~		$6,724,745	~~6,724,745~~
Net income (loss)	—		468,517			—		1,476,591			(1,020		)	1,944,088
Distributions of net sale proceeds ($0.87 and $0.73 per weighted-average Class A Unit and Class B Unit, respectively)			(2,566,077		)			(183,924		)				(2,750,001		)
BALANCE, December 31, 2013	2,949,979		$	4,626,165		253,287		$	1,292,667		$	—		$	5,918,832

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2012			2011			2010
	2013			2012			2011
Cash Flows from Operating Activities:
Net income (loss)	$	(21,~~148~~944,088	)	$	78(2,~~055~~148	)	~~(5,451~~$	78,055	)
Operating distributions received from the joint venture	~~471~~32,~~959~~804			~~624~~471,~~357~~959			~~622~~624,~~804~~357
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in income of joint venture	(~~187~~2,~~079~~112,911		)	(~~253~~187,~~253~~079		)	(~~195~~253,~~670~~253		)
Changes in assets and liabilities:
Increase in other assets	(26,~~540~~977		)	(2,~~520~~540		)	—(2,520		)
Increase (decrease) in accounts payable and accrued expenses	~~179~~23,405			~~(6,669~~179		)	(~~314~~6,669		)
Increase (decrease) in due to affiliates	299			(1,229		)	(2,336		)
(Decrease) increase in due to affiliates	(3,725		)	299			(1,229		)
Net cash provided by operating activities	280,670			438,741			419,033
Net cash (used in) provided by operating activities	(123,316		)	280,670			438,741
Cash Flows from Investing Activities:
Net sale proceeds received from joint venture	7,541,183			—			—
Investment in joint venture	(446,155		)	—			—
Net cash provided by investing activities	7,095,028			—			—
Cash Flows from Financing Activities:
Operating distributions paid to limited partners	—			—			(244,416		)
Distribution of net sale proceeds to limited partners	(2,750,001		)	—			—
Net Increase in Cash and Cash Equivalents	~~280~~4,~~670~~221,711			~~438~~280,~~741~~670			~~174~~438,~~617~~741
Cash and Cash Equivalents, beginning of year	1,~~440~~721,~~484~~154			1,~~001~~440,~~743~~484			~~827~~1,~~126~~001,743
Cash and Cash Equivalents, end of year	$	15,~~721~~942,~~154~~865		$	1,~~440~~721,~~484~~154		$	1,~~001~~440,~~743~~484

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2013, ~~2011~~2012, AND ~~2010~~2011


1.	ORGANIZATION AND BUSINESS

Wells Real Estate Fund VIII, 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, "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, owning, operating, improving, leasing, and otherwise 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 Units or Class B Units one time during each quarterly accounting period. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; (c) add or remove a general partner; (d) elect a new general partner; (e) dissolve the Partnership; (f) authorize a merger or a consolidation of the Partnership; and (g) approve a sale involving all or substantially all of the Partnership's assets, subject to certain limitations. 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 6, 1995, the Partnership commenced a public offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act. The offering was terminated on January 4, 1996, at which time the Partnership had sold approximately 2,613,534 Class A Units and 590,735 Class B Units representing total limited partner capital contributions of $32,042,689.

The Partnership owns indirect interests in all of its real estate assets through a joint venture with an entity affiliated with the General Partners. During the periods presented, the Partnership owned an interest in the following joint venture (the "Joint Venture") and properties:

Joint Venture	Joint Venture Partners	Ownership %	Properties
Fund VIII and Fund IX Associates("Fund VIII-IX Associates" or the "Joint Venture")	• Wells Real Estate Fund VIII, L.P.• Wells Real Estate Fund IX, L.P.	54.8%45.2%	1. US Cellular ~~BuildingA~~Building(1)A four-story office building located in Madison, Wisconsin 2. 305 Interlocken ~~ParkwayA~~Parkway(2)A two-story office building located in Broomfield, Colorado


⁽¹⁾	This property was sold in March 2013.


⁽²⁾	This property was sold in December 2013.

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


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

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

~~Investment~~F- ~~in Joint Venture~~7

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~~Venture~~Investment ~~or its real property investments. Accordingly, the Partnership accounts for its investment~~ in ~~the~~ Joint Venture 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 agreement, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

The Partnership has evaluated the Joint Venture and concluded that it is not a variable interest entity. The Partnership does not have control over the operations of the Joint Venture; 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 Venture or its real property investments. Accordingly, the Partnership accounts for its investment in the Joint Venture 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 agreement, 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.

Evaluating the Recoverability of Real Estate Assets

The Partnership continually ~~monitors~~monitored events and changes in circumstances that could ~~indicate~~have indicated that the carrying amounts of the real estate assets owned through the Partnership'’s investment in ~~Fund~~the ~~VIII-IX~~Joint ~~Associates~~Ventures ~~may~~were not be recoverable. When indicators of potential impairment ~~are~~were present, which ~~suggest~~suggested that the carrying amounts of real estate assets ~~may~~were not be recoverable, management ~~assesses~~assessed the recoverability of the real estate assets by determining whether the respective carrying values ~~will~~would behave been recovered through the estimated undiscounted future ~~operating~~ cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets held for sale dodid not exceed the respective asset carrying value, management ~~adjusts~~adjusted the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and ~~recognizes~~recognized an impairment loss. Estimated fair values ~~are~~were determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. The Partnership has determined that there have been no impairments in the carrying value of any of its real estate assets to date; however, certain of the Partnership's assets may be carried at an amount more than could be realized in a current disposition transaction.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity'’s own assumptions, as little, if any, related market activity or information is available. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Partnership ~~may~~could ~~assign~~have assigned an estimated probability-weighting to more than one fair value estimate based on the Partnership'’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls iswas based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership'’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and ~~consideration~~considered of factors specific to the asset or liability.

Projections of expected future cash flows require that the Partnership estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by Fund VIII-IX Associates and net income (loss) of the Partnership.

Cash and Cash Equivalents

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

Other Assets

Other assets are comprised of prepaid expenses and the Partnership's pro rata share of receivables assumed in connection with the liquidation of the Joint Venture. Prepaid expenses are recognized as the related services are provided. Balances without a future economic benefit are written off as they are identified.

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Distribution of Net Cash from Operations

Net cash from operations, if available and unless reserved, 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 Net Sale Proceeds

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

•


•	To limited partners holding units which at any time have been treated as Class B Units, until each limited partner has 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 contributions, as defined;


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

•


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

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

For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery and the gain on the sale of assets. 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 limited 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, such excess net income will be allocated 99% to the limited partners 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: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific 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.

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Income Taxes

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

Recent Accounting Pronouncement

In ~~May~~April ~~2011~~2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ~~2011~~2013-0407, ~~Fair~~Presentation ~~Value~~of ~~Measurement~~Financial Statements Topic ~~Amendments~~Liquidation Basis of Accounting ("ASU 2013-07"). ASU 2013-07 requires an entity to ~~Achieve~~prepare ~~Common~~its ~~Fair~~financial ~~Value~~statements ~~Measurement~~using ~~and~~the ~~Disclosure~~liquidation ~~Requirements~~basis inof ~~U.S.~~accounting ~~GAAP~~when ~~and~~liquidation ~~IFRS~~is ~~("ASU 2011-04")~~imminent. ~~ASU~~Liquidation ~~2011-04~~is ~~converges~~considered imminent when the ~~GAAP~~likelihood ~~and~~is ~~International~~remote ~~Financial~~that ~~Reporting~~the ~~Standards~~organization ~~definition~~will ofreturn ~~"fair~~from ~~value,"~~liquidation ~~the~~and ~~requirements~~either: ~~for~~(a) ~~measuring~~a ~~amounts~~plan atfor ~~fair~~liquidation ~~value,~~is ~~and~~approved ~~disclosures~~by ~~about~~the ~~these~~person ~~measurements.~~or ~~The~~persons ~~update~~with ~~does~~the ~~not~~authority ~~require~~to ~~additional~~make ~~fair~~such ~~value~~a ~~measurements~~plan effective and the likelihood is ~~not~~remote ~~intended~~that tothe ~~establish~~execution ~~valuation~~of ~~standards~~the plan will be blocked by other parties; or ~~affect~~(b) ~~valuation~~a ~~practices~~plan ~~outside~~for ofliquidation ~~financial~~is ~~reporting.~~being ~~The~~imposed ~~adoption~~by ofother forces. ASU ~~2011~~2013-0407 was effective for the Partnership ~~for the period~~ beginning on January 1, ~~2012~~2014. The Partnership expects that the adoption of ASU ~~2011~~2013-0407 ~~has~~will not ~~had~~have a material impact on ~~the~~its ~~Partnership's~~ financial statements or disclosures.


3.	INVESTMENT IN JOINT VENTURE

Due from Joint Venture

As presented in the accompanying balance sheets, due from joint venture as of December 31, 2012 ~~and 2011~~ represents operating cash flow generated by Fund VIII-IX Associates for the three months ended December 31, 2012 ~~and 2011~~, ~~respectively,~~ which is attributable to the Partnership.

Summary of Investments

The Partnership's investments and approximate ownership percentage in the Joint Venture as of December 31, ~~2012~~2013 and ~~2011~~2012 are summarized below:

	2012			2011
	2013				2012
	Amount		~~Percentage~~	~~Amount~~Percentage	~~Percentage~~Amount		Percentage
Fund VIII-IX Associates	$~~4,982,117~~	—	~~54.8%~~	~~$5,139,246~~54.8%	~~54.8%~~$	4,982,117	54.8%

Summary of Activity

Rollforwards of the Partnership's investment in the Joint Venture for the years ended December 31, ~~2012~~2013 and ~~2011~~2012 are presented below:

	2012			2011
	2013			2012
Investment in Joint Venture, beginning of year	$	54,~~139~~982,~~246~~117		$	5,~~524~~139,~~706~~246
Equity in income of Joint Venture	~~187~~2,~~079~~112,911			~~253~~187,~~253~~079
Distributions from Joint Venture	(344,208		)	(638,713		)
Contributions to Joint Venture	446,155			—
Investment in Joint Venture, end of year	$	4,982,117		$	5,139,246
Distributions from Joint Venture	(7,541,183		)	(344,208		)
Investment in Joint Venture, end of year	$	—		$	4,982,117

Summary of Financial Information

Condensed financial information for the Joint Venture in which the Partnership held an interest as of December 31, ~~2012~~2013 and ~~2011~~2012, and for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, is presented below:

	Total Assets			~~Total Liabilities~~			Total ~~Equity~~Liabilities					Total Equity
	December 31,			~~December 31,~~			December 31,					December 31,
	2012		2011	2012		2011	2012		2011
	2013			2012			2013			2012		2013		2012
Fund VIII-IX Associates	$~~9,456,156~~	—	~~$10,163,823~~	$~~364,178~~	9,456,156	~~$785,096~~	$~~9,091,978~~	—	~~$9,378,727~~	$	364,178	$	—	$	9,091,978

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	Total Revenues					~~Net Income~~				Loss FromContinuing Operations									Income FromDiscontinued Operations						Net Income
	Years ended December 31,					~~Years ended December 31,~~				Years ended December 31,									Years ended December 31,						Years ended December 31,
	2012		2011	2010		2012	2011		2010
	2013			2012			2011			2013			2012			2011			2013		2012		2011		2013		2012		2011
Fund VIII-IX Associates	$~~1,868,845~~	—	~~$2,040,165~~	$~~1,960,816~~	—	~~$341,406~~	$~~462,169~~	—	~~$357,084~~	$	(38,384	)	$	(27,758	)	$	(25,124	)	$	3,894,293	$	369,164	$	487,293	$	3,855,909	$	341,406	$	462,169

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 from discontinued operations recognized by Fund VIII-IX Associates are provided below:



	December 31, 2013							December 31, 2012						December 31, 2011
	Operating Loss			Gain on Sale		Total		Operating Income		Gain on Sale		Total		Operating Income		Gain on Sale		Total
Fund VIII-IX Associates	$	(411,768	)	$	4,306,061	$	3,894,293	$	369,164	$	—	$	369,164	$	487,293	$	—	$	487,293


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~~received compensation for the management and leasing of the Partnership's properties owned through the Joint Venture, 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~~were paid by the Joint Venture and, accordingly, are included in equity in income of joint venture in the accompanying statements of operations. The Partnership's share of management and leasing fees and lease acquisition costs incurred through the Joint Venture and payable to Wells Management is $556,~~345~~052, $7355,~~468~~345, and $7073,~~879~~468 for the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of the Partnership's General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting 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 $9862,~~576~~860, $8698,~~611~~576, and $~~113~~86,~~093~~611 payable to Wells Capital and Wells Management for the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011, respectively. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership ("bill-backs") directly and invoice the Partnership for the reimbursement thereof on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of December 31, ~~2012~~2013 and ~~2011~~2012 represents administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

Conflicts of Interest

Wells Partners is also a general partner of other public real estate investment programs sponsored by WREF. In addition, Wells Capital, the general partner of Wells Partners, is also a general partner or advisor of other public real estate investment programs sponsored by WREF. As such, in connection with serving as a general partner or advisor for other WREF-sponsored programs, Wells Partners and Wells Capital may encounter conflicts of interest with regard to allocating human resources and making decisions related to operations and disposition-related activities.

~~Assertion of Legal Action Against Related~~F-~~Parties~~ 11

On March 12, 2007, a stockholder of Piedmont Office Realty Trust, Inc. ("Piedmont REIT"), an entity affiliated with the Partnership's General Partners, 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, one of the Partnership's General Partners; Wells Capital, the corporate general partner of Wells Partners, the Partnership's General Partner; Wells Management, the Partnership's 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.

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On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add additional defendants. The Court denied the plaintiff's motion for leave to amend on June 23, 2009.

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Operational 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's operations are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are owned and controlled by WREF. The operations of Wells Capital, Wells Investment Securities, Inc., Wells Management, ~~Wells Core Office Income REIT Advisory Services, LLC,~~ and their affiliates represent substantially all of the business of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, we might be required to find alternative service providers. As of December 31, 2013, the Partnership has no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash on hand, other investments, and borrowing capacity, necessary to meet its current and future obligations as they become due.

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 distribution 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 Action Against Related-Parties" above)5. As of December 31, 2012, the Partnership has no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, other investments, and borrowing capacity, necessary to meet its current and future obligations as they become due. Modifying service agreements between WREF, or its affiliates, and the Partnership, or other WREFPER-~~sponsored~~UNIT programs, could impact WREF's future net income and future access to liquidity and capital resources. For example, a large portion of WREF's income is derived under agreements with Columbia Property Trust, Inc. ("Columbia"), formerly known as Wells Real Estate Investment Trust II, Inc. Effective February 28, 2013, Columbia transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond December 31, 2013. As such, WREF does not expect to receive significant compensation from Columbia beyond December 31, 2013.AMOUNTS

5. ECONOMIC DEPENDENCY

The Partnership is 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 should 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.

6. PER-UNIT AMOUNTS

Income (loss) per limited partnership unit amounts are calculated based upon weighted-average units outstanding during the respective periods. Income (loss) per limited partnership unit, as presented in the accompanying financial statements, will vary from the per-unit amounts attributable to the individual limited partners due to the differences between the GAAP and tax basis treatment of certain items of income and expense and the fact that, within the respective classes of Class A Units and Class B Units, individual units have different characteristics including capital bases, cumulative operating and net property sales proceeds distributions, and cumulative earnings allocations as a result of, among other things, the ability of limited partners to elect that their units be treated as Class A Units or Class B Units, or to change their prior elections, on a quarterly basis.

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

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76. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

A reconciliation of the Partnership's financial statement net income (loss) to net income presented in accordance with the federal income tax basis of accounting is as follows for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011:

	2012			2011			2010
	2013			2012			2011
Financial statement net income (loss)	$	(21,~~148~~944,088	)	$	78(2,~~055~~148	)	$	(578,~~451~~055	)
Adjustments in net income (loss) resulting from:
Depreciation expense for financial reporting purposes (less than) greater than amounts for income tax purposes	(51,170		)	(18,281		)	5,211
Depreciation expense for financial reporting purposes less than amounts for income tax purposes	(31,472		)	(51,170		)	(18,281		)
Rental income for financial reporting purposes (greater than) less than amounts for income tax purposes	(38,368		)	133,398			111,633
Rental income for financial reporting purposes less than (greater than) amounts for income tax purposes	(143,817		)	(38,368		)	133,398
Other	(1,522		)	(41,004		)	(3,058		)
Gain on sale for financial reporting purposes greater than amounts for income tax purposes	(1,546,435		)	—			—
Income tax basis net income	$	(93,208	)	$	152,168		$	108,335
Other	(40,403		)	(1,522		)	(41,004		)
Income tax basis net income	$	181,961		$	(93,208	)	$	152,168

A reconciliation of the partners' capital balances, as presented in the accompanying financial statements, to partners' capital balances, as presented in accordance with the federal income tax basis of accounting, is as follows for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011:

	2012			2011			2010
	2013			2012			2011
Financial statement partners' capital	$	65,~~724~~918,~~745~~832		$	6,~~726~~724,~~893~~745		$	6,~~648~~726,~~838~~893
Increase (decrease) in partners' capital resulting from:
Accumulated meals and entertainment	385			385			385
Accumulated penalties	107			107			107
Accumulated bad debt expense, net, for financial reporting purposes in excess of amounts for income tax purposes	3,486			3,486			3,486
Accumulated depreciation expense for financial reporting purposes greater than amounts for income tax purposes	3,~~981~~950,~~585~~113			43,~~032~~981,~~755~~585			4,~~051~~032,~~036~~755
Capitalization of syndication costs for income tax purposes, which are accounted for as cost of capital for financial reporting purposes	4,774,787			4,774,787			4,774,787
Accumulated expenses deductible when paid for income tax purposes less than amounts accrued for financial reporting purposes	87,523			87,523			87,523
Accumulated rental income accrued for financial reporting purposes greater than amounts for income tax purposes	(~~155~~299,~~369~~186		)	(~~117~~155,~~001~~369		)	(~~250~~117,~~399~~001		)
Partnership's distributions payable	—			—			—
Other	(297,826		)	(257,423		)	(255,901		)
Other	(257,423		)	(255,901		)	(214,897		)
Accumulated gains on sale of properties for financial reporting purposes in excess of income tax purposes	(3,306,159		)	(1,759,724		)	(1,759,724		)
Accumulated gains on sale of properties for financial reporting purposes in excess of income tax purposes	(1,759,724		)	(1,759,724		)	(1,759,724		)
Income tax basis partners' capital	$	10,832,062		$	13,400,102		$	13,493,310
Income tax basis partners' capital	$	13,400,102		$	13,493,310		$	13,341,142

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87. QUARTERLY RESULTS (UNAUDITED)

A summary of the unaudited quarterly financial information for the years ended December 31, ~~2012~~2013 and ~~2011~~2012 is presented below:

	2012 Quarter Ended
	2013 Quarter Ended
	March 31			June 30			September 30			December 31
Equity in income (loss) of joint venture	$	911,~~904~~073,311		$	96(66,~~775~~076	)	$	3(70,~~963~~990	)	$	(51,~~563~~176,666	)
Interest and other income	$	~~261~~324		$	~~260~~2,415		$	~~260~~2,497		$	~~269~~1,583
Net income (loss)	$	331,~~047~~010,606		$	53(100,~~177~~500	)	$	(40100,~~590~~887	)	$	~~(47~~1,~~782~~134,869	)
Net income (loss) allocated to:
Class A limited partners	$	32(82,~~716~~607	)	$	~~52,645~~—		$	~~(40,184~~—	)	$	~~(47~~551,~~304~~124	)
Class B limited partners	$	—1,094,151		$	—(100,418	)	$	—(100,887	)	$	—583,745
General partners	$	~~331~~(938	)	$	~~532~~(82	)	$	~~(406~~—	)	$	~~(478~~—	)
Net income (loss) per weighted-average limited partner unit outstanding:
Class A	$	(0.0103	)	$	~~0.02~~—		$	~~(0.01~~—	)	$	(0.0219	)
Class B	$	—		$	—		$	—		$	—
Class B(a)	$	4.32		$	(0.40	)	$	(0.40	)	$	2.30
Distribution of operating cash per weighted-average limited partner unit outstanding:
Class A	$	—		$	—		$	—		$	—
Class B	$	—		$	—		$	—		$	—
Distribution of net property sale proceeds per weighted-average limited partner unit outstanding:
Class A	$	—		$	—		$	—		$	—0.87
Class B	$	—		$	—		$	—		$	—0.73

	2011 Quarter Ended
	2012 Quarter Ended
	March 31			June 30		September 30			December 31
Equity in income of joint venture	$	3691,~~722~~904		$	4696,~~999~~775	$	723,~~837~~963		$	96(5,~~695~~563	)
Interest and other income	$	~~319~~261		$	~~391~~260	$	~~328~~260		$	~~262~~269
Net income (loss)	$	~~(26~~33,~~156~~047	)	$	853,~~771~~177	$	37(40,~~955~~590	)	$	57(47,~~485~~782	)
Net income (loss) allocated to:
Class A limited partners	$	~~(26~~32,~~153~~716	)	$	852,~~684~~645	$	37(40,~~576~~184	)	$	56(47,~~910~~304	)
Class B limited partners	$	—		$	—	$	—		$	—
General partners	$	(3331	)	$	87532	$	~~379~~(406	)	$	~~575~~(478	)
Net income (loss) per weighted-average limited partner unit outstanding:
Class A(a)	$	(0.01	)	$	—	$	0.01		$	0.02
Class A	$	0.01		$	0.02	$	(0.01	)	$	(0.02	)
Class B	$	—		$	—	$	—		$	—
Distribution of operating cash per weighted-average limited partner unit outstanding:
Class A	$	—		$	—	$	—		$	—
Class B	$	—		$	—	$	—		$	—
Distribution of net property sale proceeds per weighted-average limited partner unit outstanding:
Class A	$	—		$	—	$	—		$	—
Class B	$	—		$	—	$	—		$	—

^(a)

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

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98. GENERAL AND ADMINISTRATIVE COSTS

General and administrative costs for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011 are composed of the following items:

	2012			2011		2010
	2013			2012		2011
Salary reimbursements	$	9862,~~576~~860		$	8698,~~611~~576	$	~~113~~86,~~093~~611
Printing expenses	28,781			35,425		32,845
Independent accounting fees	32,322			25,551		25,116
Independent accounting fees	25,551			25,116		24,913
Printing expenses	28,018			28,781		35,425
Postage and delivery expenses	13,295			11,427		13,301
Other professional fees	22,996			12,290		1,884
Other professional fees	12,290			1,884		2,248
Transfer agent fees	11,803			2,914		—
Legal fees	4,094			10,969		10,742
Postage and delivery expenses	9,872			13,295		11,427
Transfer agent fees	2,914			—		—
Computer costs	3,136			2,894		2,695
Computer costs	2,894			2,695		2,830
Legal fees	3,127			4,094		10,969
Filing fees	1,~~223~~345			1,~~394~~223		1,~~359~~394
Bank service charges	~~438~~384			~~967~~438		~~846~~967
Taxes and licensing fees	(221		)	10221		~~176~~10
Total general and administrative costs	$	~~190~~175,~~277~~642		$	~~176~~190,~~498~~277	$	~~202~~176,~~353~~498

109. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Partnership and its General Partners are parties to legal proceedings which arise in the ordinary course of the Partnership's 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.

~~Commitments~~F- ~~under Existing Lease Agreements~~15

Certain lease agreements include provisions that, at the option of the tenant, may obligate the Partnership to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant. As a result of a lease amendment executed in January 2012, the majority tenant at the US Cellular Building, United States Cellular Operating Company, has the right to request the reimbursement of tenant improvements of up to approximately $374,000, which would be required to be funded by Fund VIII-IX Associates. As a result of a lease executed in December 2012, the new tenant at the US Cellular Building, Foth & Van Dyke, LLC, has the right to request the reimbursement of tenant improvements of up to approximately $167,000, which would be required to be funded by Fund VIII-IX Associates.

11. SUBSEQUENT EVENT

On February 25, 2013, Fund VIII-IX Associates entered into an agreement to sell the US Cellular Building to Fulcrum Asset Advisors, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs. As of February 25, 2013, the inspection period has expired and earnest money deposits of $400,000 paid by the buyer have become non-refundable. Fund VIII-IX Associates expects the closing of this transaction to occur during the first quarter of 2013; however, there are no assurances regarding when or if this sale will be completed. The Partnership owns approximately 54.8% of Fund VIII-IX Associates, which owns 100% of the US Cellular Building.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Fund VIII and Fund IX Associates:

We have audited the accompanying balance sheets of Fund VIII and Fund IX Associates (the "Joint Venture") as of December 31, ~~2012~~2013 and ~~2011~~2012, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, ~~2012~~2013. ~~Our~~In connection with our audits of the financial statements, we also ~~included~~have ~~the~~audited financial statement ~~schedule~~Schedule ~~listed~~III, inreal ~~the~~estate ~~index~~and ataccumulated ~~Item 15(a)~~depreciation. These financial statements and ~~schedule~~financial statement Schedule III are the responsibility of the Joint Venture's management. Our responsibility is to express an opinion on these financial statements and ~~schedule~~financial statement Schedule III based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fund VIII and Fund IX Associates as of December 31, ~~2012~~2013 and ~~2011~~2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2012~~2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement ~~schedule~~Schedule III, real estate and accumulated depreciation, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Frazier & Deeter, LLC

Atlanta, Georgia

March 1528, ~~2013~~2014

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FUND VIII AND FUND IX ASSOCIATES

BALANCE SHEETS

	December 31, 2012		December 31, 2011
	December 31, 2013		December 31, 2012
Assets:
Real estate assets, at cost:
Land	$	~~1,825,673~~—	$	1,825,673
Building and improvements, less accumulated depreciation of $6,717,991 and $6,371,160 at December 31, 2012 and 2011, respectively	6,711,676		7,058,507
Building and improvements, less accumulated depreciation of $0 and $6,717,991 at December 31, 2013 and 2012, respectively	—		6,711,676
Total real estate assets	~~8,537,349~~—		8,~~884~~537,~~180~~349
Cash and cash equivalents	~~481,910~~—		~~933~~481,~~726~~910
Tenant receivables	~~273,917~~—		~~201~~273,~~382~~917
Deferred leasing costs, less accumulated amortization of $687,762 and $571,205 at December 31, 2012 and 2011, respectively	148,440		141,366
Deferred leasing costs, less accumulated amortization of $0 and $687,762 at December 31, 2013 and 2012, respectively	—		148,440
Other assets	~~14,540~~—		314,~~169~~540
Total assets	$	~~9,456,156~~—	$	109,~~163~~456,~~823~~156
Liabilities:
Accounts payable and accrued expenses	$	~~190,243~~—	$	~~265~~190,~~494~~243
Accrued deferred leasing costs	~~73,240~~—		—73,240
Due to affiliate	~~3,820~~—		113,~~327~~820
Deferred income	~~37,009~~—		~~215~~37,~~274~~009
Partnership distributions payable	~~59,866~~—		~~293~~59,~~001~~866
Total liabilities	~~364,178~~—		~~785~~364,~~096~~178
Partners' Capital:
Wells Real Estate Fund VIII, L.P.	~~4,982,112~~—		54,~~139~~982,~~241~~112
Wells Real Estate Fund IX, L.P.	~~4,109,866~~—		4,~~239~~109,~~486~~866
Total partners' capital	~~9,091,978~~—		9,~~378~~091,~~727~~978
Total liabilities and partners' capital	$	~~9,456,156~~—	$	109,~~163~~456,~~823~~156

See accompanying notes.

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FUND VIII AND FUND IX ASSOCIATES

STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2012			2011			2010
	2013			2012			2011
Revenues:
Rental income	$	1,163,448		$	1,287,936		$	1,208,563
Reimbursement income	666,498			752,229			752,249
Interest and other income	38,899			—			4
Total revenues	1,868,845			2,040,165			1,960,816
Expenses:
Property operating costs	828,922			787,113			749,946
General and administrative	$	38,384		$	27,758		$	25,124
Management and leasing fees:
Total expenses	38,384			27,758			25,124
Related-party	100,995			134,065			129,342
Loss from Continuing Operations	(38,384		)	(27,758		)	(25,124		)
Other	25,516			25,508			25,464
Discontinued Operations:
Depreciation	346,831			406,851			449,722
Operating income (loss)	(411,768		)	369,164			487,293
Amortization	91,393			102,991			121,153
Gain on sale of real estate assets	4,306,061			—			—
General and administrative	133,782			121,468			128,105
Income from Discontinued Operations	3,894,293			369,164			487,293
Total expenses	1,527,439			1,577,996			1,603,732
Net Income	$	3,855,909		$	341,406		$	462,169
Net Income	$	341,406		$	462,169		$	357,084

See accompanying notes.

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FUND VIII AND FUND IX ASSOCIATES

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, ~~2012~~2013, ~~2011~~2012, AND ~~2010~~2011

	Wells Real Estate Fund VIII, L.P.			Wells Real Estate Fund IX, L.P.			TotalPartners' Capital
Balance, December 31, 2009	$	5,955,658		$	4,912,969		$	10,868,627
Balance, December 31, 2010	$	5,524,701		$	4,557,462		$	10,082,163
Net income	195,670			161,414			357,084
Partnership distributions	(626,627		)	(516,921		)	(1,143,548		)
Balance, December 31, 2010	5,524,701			4,557,462			10,082,163
Net income	253,253			208,916			462,169
Partnership distributions	(638,713		)	(526,892		)	(1,165,605		)
Balance, December 31, 2011	5,139,241			4,239,486			9,378,727
Net income	187,079			154,327			341,406
Partnership distributions	(344,208		)	(283,947		)	(628,155		)
Balance, December 31, 2012	$4,982,112	~~4,982,112~~		$4,109,866	~~4,109,866~~		$9,091,978	~~9,091,978~~
Net income	2,112,911			1,742,998			3,855,909
Partnership contributions	446,160			368,064			814,224
Partnership distributions	(7,541,183		)	(6,220,928		)	(13,762,111		)
Balance, December 31, 2013	$	—		$	—		$	—

See accompanying notes.

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FUND VIII AND FUND IX ASSOCIATES

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2012			2011			2010
	2013			2012			2011
Cash Flows From Operating Activities:
Net income	$	~~341~~3,~~406~~855,909		$	~~462~~341,~~169~~406		$	~~357~~462,~~084~~169
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation	346,831			406,851			449,722
Gain on sale of real estate assets	(4,306,061		)	—			—
Amortization	144,923			156,521			174,683
Depreciation	151,021			346,831			406,851
Amortization	11,816			144,923			156,521
Changes in assets and liabilities:
(Increase) decrease in tenant receivables	(7296,~~535~~389		)	~~140~~(72,~~018~~535		)	~~164~~140,~~592~~018
(Increase) decrease in other assets	(11,371		)	593			(313		)
Decrease (increase) in other assets	14,540			(11,371		)	593
(Decrease) increase in accounts payable and accrued expenses	(75,251		)	(7,249		)	57,751
Decrease in accounts payable and accrued expenses	(190,243		)	(75,251		)	(7,249		)
Decrease in due to affiliate	(73,~~507~~820		)	(17,~~976~~507		)	(101,~~112~~976		)
(Decrease) increase in deferred income	(~~178~~37,~~265~~009		)	14(178,~~341~~265		)	~~(23~~14,~~847~~341		)
Net cash provided by operating activities	488,231			1,171,268			1,169,560
Net cash (used in) provided by operating activities	(600,236		)	488,231			1,171,268
Cash Flows From Investing Activities:
Payment for deferred leasing costs	(78,757		)	(28,366		)	—
Net proceeds from the sale of real estate assets	13,762,111			—			—
Investment in real estate assets	(592,801		)	—			—
Payment for deferred leasing costs	(43,231		)	(78,757		)	(28,366		)
Net cash provided by (used in) investing activities	13,126,079			(78,757		)	(28,366		)
Cash Flows From Financing Activities:
Operating distributions to joint venture partners in excess of accumulated earnings	(861,290		)	(1,139,408		)	(1,136,570		)
Net sale proceeds distributions to joint venture partners	(13,762,111		)	—			—
Net (Decrease) Increase In Cash And Cash Equivalents	(451,816		)	3,494			32,990
Operating distributions to joint venture partners in excess of accumulated earnings	(59,866		)	(861,290		)	(1,139,408		)
Cash And Cash Equivalents, beginning of year	933,726			930,232			897,242
Contributions from joint venture partners	814,224			—			—
Cash And Cash Equivalents, end of year	$	481,910		$	933,726		$	930,232
Net cash used in financing activities	(13,007,753		)	(861,290		)	(1,139,408		)
Net (Decrease) Increase In Cash And Cash Equivalents	(481,910		)	(451,816		)	3,494
Cash And Cash Equivalents, beginning of year	481,910			933,726			930,232
Cash And Cash Equivalents, end of year	$	—		$	481,910		$	933,726
Supplemental Disclosure Of Noncash Investing and Financing Activities:
Partnership distributions payable	$	~~59,866~~—		$	~~293~~59,~~001~~866		$	~~266~~293,~~804~~001
Accrued deferred leasing costs	$	~~73,240~~—		$	—73,240		$	—

See accompanying notes.

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FUND VIII AND FUND IX ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2013, ~~2011~~2012, AND ~~2010~~2011


1.	ORGANIZATION AND BUSINESS

In June 1996, Wells Real Estate Fund VIII, L.P. ("Fund VIII") entered into a Georgia general partnership with Wells Real Estate Fund IX, L.P. ("Fund IX") to form Fund VIII and Fund IX Associates (the "Joint Venture"). The general partners of Fund VIII and Fund IX are Leo F. Wells, III and Wells Partners, L.P., a private Georgia limited partnership.

The Joint Venture was formed to acquire, develop and operate real properties. On June 17, 1996, the Joint Venture purchased a 7.09-acre parcel of land located in Madison, Wisconsin, on which an approximately 102,000 rentable square foot, four-story office building, the US Cellular Building, was developed and constructed. On October 10, 1996, the Joint Venture purchased an approximately 40,000 square foot, one-story office building, 14079 Senlac Drive, located in Farmers Branch, Texas. On January 10, 1997, the Joint Venture purchased an approximately 65,000 square foot, two-story office building, 15253 Bake Parkway, located in Irvine, California. On February 20, 1997, the Joint Venture purchased an approximate 49,000 square foot, two-story partially completed office building, 305 Interlocken Parkway, located in Broomfield, Colorado.

On June 15, 2000, the Joint Venture entered into a joint venture with Piedmont Operating Partnership, LP ("Piedmont OP"), formerly known as Wells Operating Partnership, L.P., to form Fund VIII-IX-REIT Joint Venture. 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. Fund VIII-IX-REIT Joint Venture was formed to acquire, develop and operate real properties. During 2000, the Joint Venture contributed, at cost, 15253 Bake Parkway to Fund VIII-IX-REIT Joint Venture, and Piedmont OP contributed approximately $1,300,000 to fund building improvements. On December 2, 2004, Fund VIII-IX-REIT Joint Venture sold 15253 Bake Parkway to an unrelated third party for a gross sales price of $12,400,000. As a result of the sale, the Joint Venture received net sale proceeds of approximately $10,014,000 and ~~was~~recognized ~~allocated~~ a gain of approximately $2,301,000. During the third quarter of 2006, Fund VIII-IX-REIT Joint Venture wound up its affairs by, among other things, collecting the outstanding receivables, satisfying outstanding payables, and distributing all residual cash balances to the joint venture partners. Fund VIII-IX-REIT Joint Venture was terminated in March 2007 in accordance with the relevant dissolution and termination provisions of the Georgia Uniform Partnership Act.

On November 29, 2007, the Joint Venture sold 14079 Senlac Drive to an unrelated third party for a gross selling price of approximately $5,410,000. As a result of the sale, the Joint Venture recognized a gain of approximately $1,905,000 and received net sale proceeds of approximately $5,107,000.

On March 22, 2013, the Joint Venture sold the US Cellular Building to West Terrace Drive Madison, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs. As a result of the sale, the Joint Venture received net sale proceeds of approximately $7,882,000 and recognized a gain of approximately $2,026,000.

On December 19, 2013, Fund VIII-IX Associates sold 305 Interlocken Parkway to an unrelated third party for a gross sale price of $6,100,000, exclusive of closing costs. As a result of the sale, the Joint Venture received net sale proceeds of approximately $5,880,000 and recognized a gain of approximately $2,280,000.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

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

~~Real~~F- ~~Estate Assets~~ 21

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

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~~The~~Real ~~Joint~~Estate ~~Venture's~~Assets ~~real estate assets are depreciated using the straight-line method over the following useful lives:~~

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

The Joint Venture's real estate assets were depreciated using the straight-line method over the following useful lives:



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

Evaluating the Recoverability of Real Estate Assets

Management continually ~~monitors~~monitored events and changes in circumstances that could ~~indicate~~have indicated that the carrying amounts of the real estate assets owned by the Joint Venture ~~may~~were not be recoverable. When indicators of potential impairment ~~are~~were present, which ~~suggest~~suggested that the carrying amounts of ~~the~~ real estate assets ~~may~~were not be recoverable, management ~~assesses~~assessed the recoverability of the real estate assets by determining whether the respective carrying values ~~will~~would behave been recovered through the estimated undiscounted future ~~operating~~ cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use, or the estimated fair ~~values~~value, less costs to sell, for assets held for sale, dodid not exceed the respective assets'’ carrying values, management ~~adjusts~~adjusted the real estate assets to ~~the~~their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and ~~recognizes~~recognized an impairment loss. Estimated fair values ~~are~~were determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. The Joint Venture has determined that there has been no impairment in the carrying value of any of the real estate assets to date; however, certain of the Joint Venture's assets may be carried at an amount more than could be realized in a current disposition transaction.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Joint Venture has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity's own assumptions, as there is little, if any, related market activity or information. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Joint Venture ~~may~~could ~~assign~~have assigned an estimated probability-weighting to more than one fair value estimate based on the Joint Venture's assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls iswas based on the lowest level input that iswas significant to the fair value measurement in its entirety. The Joint Venture's assessment of the significance of a particular input to the fair value measurement in its entirety ~~requires~~required judgment, and ~~considers~~considered factors specific to the asset or liability.

Cash and Cash Equivalents

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

~~Tenant~~F- ~~Receivables~~22

Tenant receivables are comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income using the straight-line method. Upon receiving notification of a tenant's intention to terminate a lease, unamortized straight-line rent receivables are written off to lease termination expense. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts, which approximates fair value. Management assesses the collectibility of tenant receivables on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. No such allowances have been recorded as of December 31, 2012 or 2011.

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Tenant Receivables

Tenant receivables were comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income using the straight-line method. Upon receiving notification of a tenant's intention to terminate a lease, unamortized straight-line rent receivables were written off to lease termination expense. Tenant receivables were recorded at the original amount earned, less an allowance for any doubtful accounts, which approximated fair value. Management assessed the collectibility of tenant receivables on an ongoing basis and provided for allowances as such balances, or portions thereof, became uncollectible. No such allowances were recorded as of December 31, 2012.

Deferred Leasing Costs, net

Deferred lease costs may ~~include~~have included (i) costs incurred to procure leases, which ~~are~~were capitalized and recognized as amortization expense on a straight-line basis over the terms of the lease, and (ii) common area maintenance costs that ~~are~~were recoverable from tenants under the terms of the existing leases; such costs ~~are~~were capitalized and recognized as operating expenses over the shorter of the lease term or the recovery period provided for in the lease. ~~The remaining unamortized balance of deferred leasing costs will be amortized over a weighted-average period of approximately five years.~~ Upon receiving notification of a tenant's intention to terminate a lease, unamortized deferred leasing costs ~~are~~were written-off to lease termination expense.

Other Assets

Other assets iswere comprised of prepaid expenses. Management ~~assesses~~assessed the collectibility of other assets on an ongoing basis and ~~provides~~provided for allowances as such balances, or portions thereof, ~~become~~became uncollectible. Prepaid expenses ~~are~~were recognized as the related services ~~are~~were provided. Balances without a future economic benefit ~~are~~were written off as they ~~are~~were identified. No such allowances ~~have~~were ~~been~~ recorded as of December 31, 2012 ~~or 2011~~.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based upon their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund VIII and Fund IX held ownership interests in the Joint Venture of approximately 55% and 45%, respectively, for the years ended December 31, ~~2012~~2013 or ~~2011~~2012. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Revenue Recognition

The Joint Venture's leases typically ~~include~~included renewal options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Venture's leases ~~are~~were classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based on the Consumer Price Index) iswas recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements ~~are~~were recognized as revenue in the period that the related operating cost iswas incurred and ~~are~~were billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance ~~are~~were recorded as deferred income in the accompanying balance sheets. Lease termination income iswas recognized when the tenant ~~loses~~lost the right to lease the space and the Joint Venture ~~has~~had satisfied all obligations under the related lease or lease termination agreement.

The Joint Venture ~~records~~recorded the sale of real estate assets pursuant to the provisions of the property, plant, and equipment accounting standard for real estate sales. Accordingly, gains ~~are~~were recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses ~~are~~were recognized in full as of the sale date.

Income Taxes

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

Recent Accounting Pronouncement

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when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Joint Venture beginning on January 1, 2014. The Joint Venture expects that the adoption of ASU 2013-07 will not have a material impact on its financial statements or disclosures.


3.	RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

Fund VIII and Fund IX entered into property management and leasing agreements with Wells Management Company, Inc. ("Wells Management"), an affiliate of their general partners. In accordance with the property management and leasing agreements, Wells Management ~~receives~~received compensation for the management and leasing of the Joint Venture's properties. The Joint Venture ~~will~~ generally ~~pay~~paid Wells Management fees equal to (a) 3% of the gross revenues collected monthly, 3% for management services and 3% for leasing services, plus a separate fee for the one-time 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 which are leased on a long-term net basis (10 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. During the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, the Joint Venture incurred management and leasing fees that ~~are~~were payable to Wells Management of $~~100~~11,~~995~~044, $~~134~~100,~~065~~995 and $~~129~~134,~~342~~065 respectively.

Administrative Reimbursements

Wells Management ~~performs~~performed certain administrative services for the Joint Venture, relating to accounting, property management, and other partnership administration, and incurs the related expenses. Such expenses are allocated among these entities based on time spent on each entity by individual personnel. In the opinion of management, this is a reasonable estimation of such expenses. During the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, the Joint Venture incurred administrative expenses of $176,~~213~~597, $17,~~512~~213 and $2117,~~124~~512, respectively, payable to Wells Management for these services.

Due to Affiliate

As presented in the accompanying balance sheets, due to affiliate as of December 31, ~~2012~~2013 and ~~2011~~2012 represents amounts due to Wells Management for the following items:

	2012		2011
	2013		2012
Property management fees	$	~~2,656~~—	$	112,~~327~~656
Administrative reimbursements	~~1,164~~—		—1,164
	$	~~3,820~~—	$	113,~~327~~820


4.	RENTAL INCOME

~~The~~Two ~~future~~tenants ~~contractual~~generated ~~rental~~approximately ~~income~~98% ~~due~~and to2% ~~the~~of ~~Joint~~contractual ~~Venture~~rental ~~under~~income ~~noncancelable~~for ~~operating~~the ~~leases~~year asended of December 31, ~~2012, is presented below:~~2013.

Year ending December 31:
2013	$	810,784
2014	1,029,744
2015	1,059,861
2016	1,090,845
2017	1,122,770
Thereafter	69,270
	$	5,183,274

F- 24

Two tenants generated approximately 74% and 26% of contractual rental income for the year ended December 31, 2012, and two tenants will generate approximately 92% and 8% of future contractual rental income.

5. COMMITMENTS AND CONTINGENCIES

Certain lease agreements include provisions that, at the option of the tenant, may obligate the Joint Venture to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant. As a result of a lease amendment executed in January 2012, the majority tenant at the US Cellular Building, United States Cellular Operating Company, has the right to

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~~request the reimbursement of tenant improvements of up to approximately $374,000, which would be required to be funded by the Joint Venture~~5. DISCONTINUED As a result of a lease executed in December 2012, the new tenant at the US Cellular Building, Foth & Van Dyke, LLC, has the right to request the reimbursement of tenant improvements of up to approximately $167,000, which would be required to be funded by the Joint Venture.OPERATIONS

6In accordance with GAAP, the Joint Venture has classified the results of operations related to the US Cellular Building, which was sold on March 22, 2013, and the 305 Interlocken Building, which was sold on December 19, 2013, as discontinued operations in the accompanying statements of operations. ~~SUBSEQUENT~~The ~~EVENT~~details comprising income from discontinued operations for the years ending December 31, 2013, 2012, and 2011 are presented below:

On February 25, 2013, the Joint Venture entered into an agreement to sell the US Cellular Building to Fulcrum Asset Advisors, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs. As of February 25, 2013, the inspection period has expired and earnest money deposits of $400,000 paid by the buyer have become non-refundable. The Joint Venture expects the closing of this transaction to occur during the first quarter of 2013; however, there are no assurances regarding when or if this sale will be completed.



	2013			2012		2011
Revenues:
Rental income	$	203,114		$	1,163,448	$	1,287,936
Tenant reimbursements	89,692			666,498		752,229
Interest and other income	35			38,899		—
Total revenues	292,841			1,868,845		2,040,165

Expenses:
Property operating costs	461,614			828,922		787,113
Management and leasing fees:
Related-party	11,044			100,995		134,065
Other	19,650			25,516		25,508
Depreciation	151,021			346,831		406,851
Amortization	7,355			91,393		102,991
General and administrative	53,925			106,024		96,344
Total expenses	704,609			1,499,681		1,552,872

Operating income (loss)	(411,768		)	369,164		487,293
Gain on sale of real estate assets	4,306,061			—		—
Income from discontinued operations	$	3,894,293		$	369,164	$	487,293

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FUND VIII AND FUND IX ASSOCIATES

SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2012

		Initial Cost				Costs Capitalized			Gross Carrying Amount as of December 31, 2012
Description	Encumbrances	Land		Buildings andImprovements		SubsequentTo Acquisition(c)			Land		Buildings andImprovements		Construction in Progress		Total		AccumulatedDepreciation(d)		Date ofConstruction	DateAcquired
US CELLULAR BUILDING(a)	None	$	896,698	$	9,589,088	$	(1,721,136	)	$	896,698	$	7,867,952	$	—	$	8,764,650	$	3,948,036	1997	6/17/1996
305 INTERLOCKEN PARKWAY(b)	None	928,975		6,158,796		(597,081		)	928,975		5,561,715		—		6,490,690		2,769,955		1997	2/20/1997
Total		$	1,825,673	$	15,747,884	$	(2,318,217	)	$	1,825,673	$	13,429,667	$	—	$	15,255,340	$	6,717,991

(a) The US Cellular Building is a four-story office building located in Madison, Wisconsin.

(b) 305 Interlocken Parkway is a two-story office building located in Broomfield, Colorado.

(c) Includes acquisition and advisory fees and acquisition expense reimbursements applied at acquisition as well as write-offs of fully depreciated capitalized costs.

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

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FUND VIII AND FUND IX ASSOCIATES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, ~~2012~~2013

	Cost			AccumulatedDepreciation
BALANCE AT DECEMBER 31, 2009	$	15,829,814		$	6,089,061
BALANCE AT DECEMBER 31, 2010	$	15,829,814		$	6,538,783
Additions	—			449,722
BALANCE AT DECEMBER 31, 2010	15,829,814			6,538,783
Additions	—			406,851
Dispositions	(574,474		)	(574,474		)
BALANCE AT DECEMBER 31, 2011	15,255,340			6,371,160
Additions	—			346,831
BALANCE AT DECEMBER 31, 2012	$15,255,340	~~15,255,340~~		$6,717,991	~~6,717,991~~
Additions	592,801			151,021
Dispositions	(15,848,141		)	(6,869,012		)
BALANCE AT DECEMBER 31, 2013	$	—		$	—

F-28 26

Title of Class

Name of
Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of Class

Limited Partnership Units

Leo F. Wells, III

9,140.881 Units⁽¹⁾

Less than 1%

Filing Compare · WELLS REAL ESTATE FUND VIII LP