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, 2013
	For the fiscal year ended December 31, 2014
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 000-50647

WELLS REAL ESTATE FUND XIV, L.P.

(Exact name of registrant as specified in its charter)

__________________________________



Georgia		01-0748981
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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



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

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



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



Securities registered pursuant to section 12(g) of the Act:

CASH PREFERRED UNITS		TAX PREFERRED UNITS
(Title of class)		(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 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 May 14, 2003 and terminated on April 30, 2005. 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 Cash Preferred Units and Tax Preferred Units held by non-affiliates as of June 30, ~~2013~~2014 was approximately 23,~~648~~073,~~545~~615 and ~~825~~400,508, respectively.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-K of Wells Real Estate Fund XIV, 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 distributions to stockholders, ~~and maintain the value of our remaining real estate property,~~ 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 XIV, L.P. (the "Partnership," "we," "our" or "us") is a Georgia public limited partnership with Leo F. Wells, III and Wells Capital, Inc. ("Wells Capital"), a Georgia corporation, serving as its general partners (collectively, the "General Partners"). Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. ("WREF"). Leo F. Wells, III is the president and sole director of Wells Capital and the sole director and sole owner of WREF. The Partnership was formed on October 25, 2002, for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Cash Preferred Units or Tax Preferred Units. Thereafter, limited partners have the right to change their prior elections to have some or all of their units treated as Cash Preferred Units or Tax Preferred Units one time during each quarterly accounting period ("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 described matters will bind the Partnership, without the concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of the class of the unit.

On May 14, 2003, we commenced an offering of up to $45,000,000 of Cash Preferred or Tax Preferred limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act. The offering was terminated on April 30, 2005, at which time we had sold approximately 2,531,031 Cash Preferred Units and 943,093 Tax Preferred Units representing total limited partner capital contributions of $34,741,238.

As of February 28, 2014, we owned a partial interest in one property encompassing 82,000 square feet located in Orlando, Florida. See Item 2, "Properties" for a more detailed description of the properties we owned or own an interest either directly or through a joint venture during the periods presented.

Operating Phases and Objectives

We typically operate in the following five life-cycle phases and, during which, typically 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 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~~31, at2014, ~~this~~Fund ~~time~~XIII ~~involves~~and ~~leasing~~Fund ~~and~~XIV ~~marketing~~Associates ~~efforts~~sold atthe ~~our~~Siemens ~~remaining~~- ~~property~~Orlando ~~that~~Building weto ~~believe~~an ~~will~~unrelated ~~ultimately~~third party for a gross sale price of approximately $13.6 million. As a result inof the ~~best~~sale, ~~disposition~~we ~~pricing~~received net sale proceeds of ~~our~~approximately ~~asset~~$6.9 ~~for~~million ~~our~~and ~~limited~~recognized ~~partners~~a gain of approximately $2.4 million. With the completion of the sale of the Siemens - Orlando Building, 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 ~~remaining~~steps ~~property~~necessary onto anliquidate ~~as-is~~and ~~basis~~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 Transactions,"

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~~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, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012.

Insurance

Wells Management carries comprehensive liability and extended coverage with respect to the remaining property we own through our interest in a joint venture described in Item 2. In the opinion of management, our remaining property is 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 remaining property.

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~~remaining property, 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, 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. Beginning in 2013, WREF began winding down its operations and, as a result, its workforce has been reduced. As of December 31, ~~2013~~2014, we have 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.

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, at any time commencing eight years after the termination of the Partnership's offering of units (April 30, 2013), 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. With the completion of the sale of the Siemens - Orlando Building, we have sold all of the real estate assets in which we had owned interests, either directly or through investments in the Joint Venture. We have begun to take the steps necessary to liquidate and dissolve the Partnership.

Website Address

Access to copies of each of our filings with the SEC is available, free of charge, on the SEC's website, located at http://www.sec.gov. We maintain an Internet website, located at http://www.wellsref.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 the disposition of our remaining property 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

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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 property. 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 property to obtain financing. Therefore, this may affect our timing and/or ability to sell our remaining property 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 property 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 remaining real estate property.

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

We may be unable to sell our remaining 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 our remaining 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 our remaining property.

Vacancy and/or near-term tenant rollover at our remaining property 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 space that is currently occupied through April 30, 2014 at the Siemens - Orlando Building. If the Siemens - Orlando Building remains 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 this property would be negatively impacted by vacancy because the market value is largely dependent upon the value of the leases in place at such property.

Adverse economic conditions in the geographic region in which we own our remaining property may negatively impact your overall returns.

Adverse economic conditions in the geographic region in which we own our remaining property 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.

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Adverse economic conditions affecting the particular industries of the tenants of our remaining property 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 our remaining property 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 our remaining property at the time of sale of such property.

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

Our remaining property is occupied by only a few tenants, including Siemens Real Estate, which leases approximately 63% of our remaining property, 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 Cash Preferred 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 an interest in only one remaining property, 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 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 property, 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 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 Cash Preferred Units. In the event of a bankruptcy proceeding, we cannot assure you that the tenant or its trustee will assume our lease. If a given lease, or guaranty of a lease, is not assumed, our cash flow and the amounts available for distribution to limited partners holding Cash Preferred Units may be adversely affected.

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

When a tenant at our remaining property 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 Cash Preferred Units will be reduced or eliminated for potentially extended periods of time.

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

A property may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases. Our remaining property 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 in our remaining property continues for a long period of time, we may suffer reduced revenues, resulting in less cash to be distributed to limited partners holding Cash Preferred Units. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

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

Our General Partners will attempt to obtain adequate insurance at our remaining property 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 our remaining property incurs 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 our remaining property could adversely affect the return on your investment.

We intend to hold the remaining real property 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 property 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 remaining property, we cannot assure you that we will be able to sell our remaining property at a profit in the future. Accordingly, the timing of liquidation of the Partnership and the extent to which you will receive cash distributions and realize potential appreciation on our real estate investments will be dependent upon fluctuating market conditions.

If any environmentally hazardous material is determined to exist on a property 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 Cash Preferred 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.

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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 to 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.

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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.

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 ~~remaining~~former ~~property~~properties. Our affiliates ~~may~~received ~~receive~~ property management, leasing, and asset management fees of 4.5% of gross revenues in connection with the ~~remaining~~properties ~~property~~ we ~~own~~owned. In addition, we will reimburse our General Partners or their affiliates for the administrative services necessary to our prudent operation and liquidation, 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 remaining property or~~ distributions to our limited partners.

The availability and the timing of cash distributions are uncertain.

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

~~Gains~~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 2015. Claims, Inliabilities ~~any~~and ~~event~~expenses from operations (such as administrative costs, all ~~you~~applicable ~~should~~taxes, ~~not~~legal ~~expect~~and ~~distribution~~accounting offees ~~such~~and ~~proceeds~~miscellaneous office expenses) will continue to ~~occur~~be ~~during~~incurred ~~the~~as ~~early~~we ~~years~~seek ofto wind down our ~~operations~~business. WeOur ~~generally~~expectations ~~will~~regarding ~~not~~our ~~sell~~expenses ~~properties~~may ~~until~~be atinaccurate. ~~least~~Any 10unexpected toclaims, 12liabilities ~~years~~or ~~after~~expenses, ~~the~~or ~~acquisition~~any ofclaims, ~~the~~liabilities ~~properties,~~or ~~and~~expenses that exceed our ~~General~~current ~~Partners~~estimates, ~~may~~could ~~exercise~~reduce ~~their~~the ~~discretion~~amount asof tocash ~~whether~~available ~~and~~for ~~when~~ultimate distribution to ~~sell~~our limited apartners. ~~property;~~If ~~therefore,~~cash weon ~~have~~hand is nonot ~~obligation~~adequate to ~~sell~~provide ~~properties~~for atour ~~any~~obligations, ~~particular~~liabilities, ~~time.~~expenses ~~Further~~and claims, ~~receipt~~we ofmay ~~the~~not ~~full~~be ~~proceeds~~able to make any liquidating distributions to our limited partners.

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of such sales may be extended over a substantial period of time following the sales. In addition, the amount of taxable gain allocated to you with respect to the sale of a property could exceed the cash proceeds received from such sale. While the net proceeds from the sale of a property will generally be distributed to our limited partners, the General Partners, in their sole discretion, may not make such distribution if such proceeds are used to:

• purchase land underlying any of our properties;

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

• establish working capital reserves; or

• make repairs, maintenance, tenant improvements, capital improvements, or other expenditures to our remaining property.

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 our 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 Cash Preferred 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.

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."

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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.

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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 properties we owned, nor do they necessarily represent the amount of net proceeds limited partners would receive ~~if our remaining property 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 property 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~~were sold and the net proceeds from property sales ~~are~~ distributed to limited partners, the ~~remaining value of our property and the~~ resulting value of our limited partnership units ~~will~~ naturally ~~decline~~declined.

Special Risks Regarding Status of Units

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

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

The desired effect of holding Cash Preferred Units or Tax Preferred Units may be reduced depending on how many 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 Cash Preferred Units or Tax Preferred Units. However, the effect of any advantage associated with holding Cash Preferred Units or Tax Preferred Units may be significantly reduced or eliminated, depending upon the ratio of Cash Preferred Units to Tax Preferred Units during any given period. We will not attempt to restrict the ratio of Cash Preferred Units to Tax Preferred Units, and we will not attempt to establish or maintain any particular ratio.

Management Risks

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

Our General Partners make all decisions with respect to the management of the Partnership. Limited partners have no right or power to take part in the management of the Partnership, except through the exercise of limited voting rights. Therefore, you must rely almost entirely on our General Partners for management of the Partnership and the operation of 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~~liquidate.

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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, 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.

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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, Randy A. Simmons, and ~~Parker~~Kerianne ~~Hudson~~Maloney, 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~~effectively ~~our~~liquidate ~~investment~~and ~~strategies~~distribute ~~could~~remaining becash ~~delayed~~to orlimited ~~hindered,~~partners 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 WREF ("Wells programs").

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

AsWe we evolve through our Partnership life cycle and sell the remaining property 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 remaining property. Further, we bear all expenses incurred in connection with our operations, which are deducted from cash funds generated by operations prior to computing the amount of net cash from operations to be distributed to our limited partners. Therefore, as a result of the ~~increased~~ general and administrative operating expenses and ~~increased~~ percentage of such expenses, we cannot assure you that sufficient cash will be available to make future distributions to you from either net cash from our operations or proceeds from the sale of our ~~property~~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 our remaining property.~~7

We may be selling our remaining property 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.

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Investments in a 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 a joint venture with affiliates.

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

Federal Income Tax Risks

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

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

Investors may realize taxable income without cash distributions.

As a limited partner in the Partnership, you are required to report your allocable share of 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 Cash Preferred Units, you will be allocated substantially all of our net income, defined in the partnership agreement to mean generally net income for federal income tax purposes, including any income exempt from tax, but excluding all deductions for depreciation and amortization and gain or loss from the sale of our ~~remaining property~~properties, even if such income is in excess of any distributions of cash from our operations. If you hold Cash Preferred Units, you will likely be allocated taxable income in excess of any distributions to you, and the amount of cash received by you could be less than the income tax attributable to the net income allocated to you.

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.

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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 Tax Preferred Units or increases the income allocated to limited partners holding Cash Preferred Units.

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

Our federal income tax returns may be audited by the IRS. Any audit of the Partnership could result in an audit of your tax return, causing adjustments of items unrelated to your investment in the Partnership, in addition to adjustments to various Partnership items. In the event of any such adjustments, you might incur accountants' or attorneys' fees, court costs, and other expenses contesting deficiencies asserted by the IRS. You 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.

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 remaining property~~. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in units and the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our units.

Retirement Plan and Qualified Plan Risks

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

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


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

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•	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 weus 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:


•	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.

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 property has 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.

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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:

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•	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 our remaining property 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.


ITEM 2.	PROPERTIES.

Overview

We owned ~~or own~~ interests in our real estate assets directly and through a joint venture with another entity affiliated with the General Partners.

During the periods presented, we owned direct interests in the following properties:

	Leased % as of December 31,
Properties	~~2013~~2014	~~2012~~2013	~~2011~~2012	~~2010~~2011	~~2009~~2010
1. 150 Apollo Drive(1)A three-story office building located in Chelmsford, Massachusetts	-	-	-	~~100%~~-	100%
2. 3675 Kennesaw Building(2) A one-story distribution warehouse building located in Kennesaw, Georgia	-	-	~~100%~~-	100%	100%


⁽¹⁾	This property was sold in July 2011.


⁽²⁾	This property was sold in February 2012.

During the periods presented, we owned interests in the following joint venture (the "Joint Venture") and property:

Ownership %

Leased % as of December 31,

Joint Venture

Joint Venture Partners

Property

~~2013~~2014

~~2012~~2013

~~2011~~2012

~~2010~~2011

~~2009~~2010

Fund XIII and Fund XIV Associates(“Fund XIII-XIV Associates” or the “Joint Venture”)

Wells Real Estate Fund XIII, L.P.Wells Real Estate Fund XIV, L.P.

47.3%52.7%

Siemens - ~~OrlandoBuildingTwo~~OrlandoBuilding(1)Two single-story office buildings located in Orlando, Florida

~~100%~~-

100%


⁽¹⁾	This property was sold in December 2014.

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

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Lease Expirations

As of December 31, 2013, the lease expirations scheduled during the following 10 years for our remaining property owned by the Partnership, directly and through the Joint Venture, assuming no exercise of renewal options or termination rights, are summarized below:

Year ofLeaseExpiration	NumberofLeasesExpiring	SquareFeetExpiring	AnnualizedGross BaseRent in Year of Expiration		PartnershipShare ofAnnualizedGross BaseRent in Yearof Expiration(1)		Percentageof TotalSquareFeetExpiring		Percentageof TotalAnnualizedGross BaseRent in Yearof Expiration
2014(2)	1	52,125	$	807,938	$	425,783	63.4	%	63.5	%
2017(3)	1	16,964	275,156		145,007		20.6	%	21.6	%
2018(4)	1	13,086	189,616		99,928		16.0	%	14.9	%
	3	82,175	$	1,272,710	$	670,718	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) Siemens - Orlando Building: Siemens Real Estate lease (approximately 52,100 square feet).

(3) Siemens - Orlando Building: Etour and Travel, Inc. lease (approximately 17,000 square feet).

(4) Siemens - Orlando Building: Cemex Construction Materials Florida, LLC lease (approximately 13,100 square feet).

Property Descriptions

The properties in which we owned ~~or own~~ an interest either directly or through the Joint Venture during the periods presented are further described below:

Remaining Property We Currently Own

Siemens - Orlando Building

The Siemens - Orlando Building is comprised of two single-story office buildings containing approximately 82,000 aggregate rentable square feet, on an approximately 7.5-acre tract of land located in Orlando, Florida. The Siemens - Orlando Building, which was completed in 2002, is under lease agreements with Siemens Real Estate ("Siemens") (approximately 63%); Cemex Construction Materials Florida, LLC (approximately 16%); and Etour and Travel, Inc. (approximately 21%). Approximately 72% of the property was leased to Siemens through February 29, 2012. On ~~March~~December 2131, ~~2012~~2014, Fund XIII-XIV Associates ~~entered~~sold ~~into~~the ~~an amendment with~~ Siemens ~~that~~- ~~reduced~~Orlando ~~Siemens'~~Building ~~square footage leased from 72%~~ to ~~63%~~an ofunaffiliated ~~the~~third ~~property~~party ~~and~~for ~~extended~~a ~~the~~gross ~~termination~~sales ~~date~~price of ~~the lease on the reduced square footage from February 29~~$13, ~~2012 to April 30~~570,000, ~~2014.~~exclusive As of ~~December 31,~~closing ~~2013, the annual base rent payable under the Siemens lease was approximately $808,000~~costs. OnAs ~~March~~result ~~17,~~of ~~2014, Fund XIII-XIV Associates entered into~~ the ~~fifth amendment with Siemens~~sale, ~~which extended~~ the ~~lease~~Partnership ~~term~~was ~~from~~allocated ~~May 1, 2014 to April 30, 2019. Following~~ a ~~seven~~gain ~~month~~of ~~base~~approximately ~~rental abatement period, annual base rent per square foot will be~~ $~~14.00 and shall be payable through April 30~~2, ~~2015~~399,000. The ~~base~~Partnership ~~rent~~received isnet ~~scheduled~~sale toproceeds ~~increase~~of byapproximately $~~0.50 annually beginning on May 1~~6,880,000 ~~2015. Annualized base rent payable~~ in ~~2019~~January ~~will be approximately $834,000~~2015.

Cemex Construction Materials Florida, LLC ("Cemex") occupies approximately 13,100 rentable square feet of the Siemens - Orlando Building. The Cemex lease commenced in April 2003 and was set to expire in April 2013. On May 10, 2013, Fund XIII-XIV Associates entered into a lease amendment with Cemex which extended the lease term from April 30, 2013 to December 31, 2018. Cemex has the right, at its option, to extend the initial term of its lease for one additional five-year period at the then-current market rental rate but not less than the base rent last payable under this lease as renewed. As of December 31, 2013, the annual base rent payable under the Cemex lease was approximately $164,000, increasing by 3% annually each January through the expiration of the lease. Annualized base rent payable in 2018 will be approximately $190,000.

Etour and Travel, Inc. ("Etour") occupies approximately 17,000 rentable square feet of the Siemens - Orlando Building. Etour is a subsidiary of Kosmas Group International, Inc. ("Kosmas"), the guarantor of the Etour leases. Approximately 12% of the property was leased to Etour was set to expire on November 30, 2012. On May 1, 2012, Etour exercised its final renewal option that expanded Etour's square footage from 12% to 21% of the property and extended the lease term on its total square footage from November 30, 2012 to December 31, 2017. Etour expanded into the square footage vacated by Siemens in March 2012. As of December 31, 2013, the annual base rent payable under the Etour lease was approximately $245,000, increasing by 3% annually each November through the expiration of the lease. Annualized base rent payable in 2017 will be approximately $275,000.

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Properties Sold During Periods Presented

150 Apollo Drive

The 150 Apollo Drive property is a three-story office building containing approximately 80,000 rentable square feet, located on a 4.5-acre parcel of land in Chelmsford, Massachusetts. On July 21, 2011, we sold the 150 Apollo Drive property to an unrelated third party for a gross sales price of $9,875,000. As a result of the sale, we received net sale proceeds of approximately $9,566,000 and recognized a gain of approximately $986,000. In the second quarter of 2010, we recognized an impairment loss of approximately $2,460,000 in order to reduce the carrying value of the property to its estimated fair value based on the present value of future cash flows.

3675 Kennesaw Building

The 3675 Kennesaw Building is a single-story distribution warehouse containing approximately 43,000 rentable square feet, located on an approximately 3.81-acre parcel of land in Kennesaw, Georgia. On December 29, 2010, World Electric Supply Inc. ("World Electric Supply"), the sole tenant of the 3675 Kennesaw Building, filed suit against the lessor entity, Wells Fund XIV-3675 Kennesaw 75 Parkway, LLC. The lawsuit sought a judicial declaration regarding the effectiveness of World Electric Supply's attempt to exercise its lease termination option in 2010 and asked the Court to declare that the lease was effectively terminated as of November 30, 2010. On October 5, 2011, the court entered an order granting a summary judgment in favor of Wells Fund XIV-3675 Kennesaw 75 Parkway, LLC and against World Electric Supply in the amount of $802,211. World Electric Supply filed a notice of appeal on October 7, 2011. On February 17, 2012, the parties reached a settlement agreement, which was contingent upon successful closing of the sale of the 3675 Kennesaw Building. Effective February 24, 2012, the settlement became final, the lease was terminated, and the litigation was dismissed with prejudice on March 1, 2012. On February 24, 2012 , we sold the 3675 Kennesaw Building to an unrelated third party for a gross sales price of $2,400,000. As a result of the sale, we received net sale proceeds of approximately $2,263,000 and recognized a gain of approximately $364,000. In the fourth quarter of 2010, we recognized an impairment loss of approximately $854,000 in order to reduce the carrying value of the property to its estimated fair value based on the present value of future cash flows.


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.


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, ~~2014~~2015, 3,073,615 Cash Preferred Units and 400,~~509~~508 Tax Preferred Units, held by a total of ~~590~~591 and 76 limited partners, respectively, were outstanding. Original capital contributions were equal to $10.00 per each limited partnership unit. As of February 28, ~~2014~~2015, we have returned capital in the form of distributions of net sale proceeds to its limited partners equal to, on average, $5.42 per Cash Preferred Unit and $6.90 per Tax Preferred 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.

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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 property was sold in 2014. The General Partners of the Partnership recently completed their estimated unit valuations based upon remaining cash reserves as of December 31, ~~2013~~2014. ~~Utilizing~~The ~~the foregoing methodology, the~~ General Partners have estimated our unit ~~valuations, based on their estimates of property~~ values ~~as of December 31, 2013,~~ to be approximately $12.9260 per Cash Preferred Unit and $12.6160 per Tax Preferred Unit. These estimates should not be viewed as an accurate reflection of the value of the limited partners' units, how much limited partners might be able to sell their units for, or the fair market value of our remaining property, nor do they necessarily represent the amount of net proceeds limited partners would receive if our remaining property was 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 an appraisal for our property~~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 distributed to limited partners, the remaining value of our portfolio of properties and resulting value of our limited partnership units ~~will~~ naturally ~~decline~~declined. In considering the foregoing estimated unit valuations, it should be noted that we have returned capital in the form of distributions of net sale proceeds to its limited partners equal to, on average, $5.42 per Cash Preferred Unit and $6.90 per Tax Preferred Unit. 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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Operating Distributions

Operating cash available for distribution to the limited partners is generally distributed on a quarterly basis. Under the partnership agreement, distributions from net cash from operations are allocated first to the limited partners holding Cash Preferred Units (and limited partners holding Tax Preferred Units that have elected a conversion right that allows them to share in the distribution rights of limited partners holding Cash Preferred Units) until they have received an amount equal to 10% of their adjusted capital contributions. Cash available for distribution is then distributed to the General Partners until they have received an amount equal to 10% of cash distributions previously distributed to the limited partners. Any remaining cash available for distribution is split between the limited partners holding Cash Preferred Units and the General Partners on a basis of 90% and 10%, respectively. No operating distributions will be made to the limited partners holding Tax Preferred Units.

No operating cash distributions were paid to the limited partners holding Cash Preferred Units or Tax Preferred Units, or to the General Partners during the years ended December 31, ~~2013~~2014 and ~~2012~~2013.

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Net Sale Proceeds Distributions

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

•

In the event that the particular property sold is sold for a price that is less than its original property purchase price, to the limited partners holding Cash Preferred Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners holding Tax Preferred Units with respect to such property;


•	To limited partners holding units which at any time have been treated as Tax Preferred Units until each such limited partner has received an amount necessary to equal the net cash from operations previously distributed to the limited partners holding Cash Preferred Units on a per-unit basis;


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


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

•

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


•	To the General Partners until they have received 100% of their respective capital contributions, as defined;

•

Then, if limited partners have received any excess limited partner distributions (defined as distributions to limited partners over the life of their investment in the Partnership in excess of their net capital contributions, as defined, plus their preferential limited partner return), to the General Partners until they have received distributions equal to 20% of the sum of any such excess limited partner distributions, plus distributions made to the General Partners pursuant to this provision; and


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

~~During~~No ~~the years ended December 31, 2013 and 2012, we distributed~~ net sale proceeds ofdistributions ~~approximately~~were $0paid ~~and $11,500,000, respectively,~~ to the limited partners holding Cash Preferred Units ~~and~~or Tax Preferred Units., Noor ~~net sale proceeds distributions were paid~~ to the General Partners during the years ended December 31, ~~2013~~2014 and ~~2012~~2013.

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ITEM 6.	SELECTED FINANCIAL DATA.

A summary of the selected financial data as of and for the years ended 2014, 2013, 2012, 2011, ~~2010,~~ and ~~2009~~2010 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.

	2013		2012			2011			2010			2009
	2014		2013			2012			2011			2010
Total assets	$	69,~~442~~044,~~462~~379	$	6,~~207~~442,~~069~~462		$	166,~~662~~207,~~483~~069		$	16,~~057~~662,~~772~~483		$	1816,~~654~~057,~~044~~772
Total revenues(1)	$	~~767~~776	$	~~11,793~~767		$	911,~~181~~793		$	529,181		$	6852
Equity in income of Joint Venture	$	~~383~~2,~~726~~807,123	$	~~385~~383,~~119~~726		$	~~372~~385,~~241~~119		$	~~443~~372,~~334~~241		$	~~308~~443,~~772~~334
Income (loss) from discontinued operations	$	~~5,586~~—	$	~~853~~5,~~665~~586		$	~~831~~853,~~338~~665		$	(3831,~~254,775~~338	)	$	(293,~~439~~254,775	)
Net income (loss)	$	~~245~~2,~~582~~610,250	$	1245,~~084,426~~582		$	1,~~060~~084,~~022~~426		$	(21,~~976~~060,~~527~~022	)	$	~~142~~(2,~~094~~976,527	)
Net income (loss) allocated to:
Cash Preferred limited partners:
Income (loss) from continuing operations	$	~~237~~804,~~596~~097	$	(1237,~~196,775~~596	)	$	~~323~~(1,~~688~~196,775	)	$	~~277~~323,~~304~~688		$	~~169~~277,~~817~~304
Income (loss) from discontinued operations	$	~~5,530~~—	$	~~502~~5,~~040~~530		$	~~(89~~502,~~043~~040	)	$	(389,~~251,768~~043	)	$	(293,~~144~~251,768	)
Net income (loss) allocated to Cash Preferred limited partners	$	~~243~~804,~~126~~097	$	~~(694~~243,~~735~~126	)	$	~~234~~(694,~~645~~735	)	$	(2234,~~974,464~~645	)	$	~~140~~(2,~~673~~974,464	)
Tax Preferred limited partners:
Income (loss) from continuing operations	$	—1,804,037	$	~~1,425,229~~—		$	~~(97~~1,~~291~~425,229	)	$	—(97,291	)	$	—
Income from discontinued operations	$	—	$	~~346,727~~—		$	~~921~~346,~~923~~727		$	—921,923		$	—
Net income allocated to Tax Preferred limited partners	$	—1,804,037	$	~~1,771,956~~—		$	~~824~~1,~~632~~771,956		$	—824,632		$	—
General partners:
Income from continuing operations	$	2,~~400~~116	$	2,~~307~~400		$	2,~~287~~307		$	~~944~~2,287		$	~~1,716~~944
Income (loss) from discontinued operations	$	56—	$	~~4,898~~56		$	(14,~~542~~898	)	$	(31,~~007~~542	)	$	(~~295~~3,007	)
Net income (loss) allocated to General Partners	$	2,~~456~~116	$	72,~~205~~456		$	~~745~~7,205		$	~~(2,063~~745	)	$	1(2,~~421~~063	)
Net income (loss) per weighted-average Limited Partner Unit:
Cash Preferred:
Income (loss) from continuing operations	$	0.0826	$	(0.4308	)	$	(0.1243	)	$	0.1012		$	0.0610
Income (loss) from discontinued operations	$	—	$	~~0.18~~—		$	(0.0319	)	$	(10.2203	)	$	(01.0122	)
Net income (loss) per Cash Preferred limited partner unit	$	0.0826	$	(0.2508	)	$	(0.0924	)	$	(10.1209	)	$	0(1.0512	)
Tax Preferred:
Income (loss) from continuing operations	$	—4.50	$	~~2.00~~—		$	(02.1200	)	$	—(0.12	)	$	—
Income from discontinued operations	$	—	$	~~0.49~~—		$	10.1249		$	—1.12		$	—
Net income per Tax Preferred limited partner unit	$	—4.50	$	~~2.49~~—		$	12.0049		$	—1.00		$	—
Operating cash distributions per weighted- average Cash Preferred Limited Partner Unit:
Investment Income	$	—	$	—		$	—		$	—		$	—
Return of Capital	$	—	$	—		$	—		$	—		$	—
Operating cash distributions per weighted- average Tax Preferred Limited Partner Unit:
Investment Income	$	—	$	—		$	—		$	—		$	—
Return of Capital	$	—	$	—		$	—		$	—		$	—
Distribution of net sale proceeds per weighted-average Limited Partner Unit:
Cash Preferred	$	—	$	~~3.22~~—		$	—3.22		$	—		$	—
Tax Preferred	$	—	$	~~3.64~~—		$	—3.64		$	—		$	—


⁽¹⁾	Prior-period amounts adjusted to conform with current-period presentation, including classifying revenues generated by 150 Apollo Drive and the 3675 Kennesaw building as discontinued operations for all periods presented.

2015

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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~~December ~~sold~~31, ~~four~~2014, ofFund ~~the~~XIII-XIV ~~five~~Associates ~~properties~~sold inthe ~~which~~Siemens we- ~~have~~Orlando ~~held~~Building ~~interests,~~to ~~either~~an ~~directly~~unaffiliated orthird ~~through~~party ~~investments~~for ina ~~the~~gross ~~Joint~~sales ~~Venture.~~price Onof ~~May 10~~$13, ~~2013~~570,000, ~~Fund~~exclusive ~~XIII-XIV~~of ~~Associates~~adjustments and ~~Cemex~~closing ~~entered~~costs. ~~into~~As a ~~lease~~result ~~amendment~~of at the ~~Siemens~~sale, –we ~~Orlando~~were ~~Building~~allocated ~~which~~a ~~extended~~gain ~~the~~of ~~lease~~approximately ~~term from April 30~~$2,399,000. ~~2013~~We toreceived ~~December~~net ~~31,~~sale ~~2018.~~proceeds ~~While~~of weapproximately ~~continue~~$6,880,000 toin ~~focus~~January on2015. ~~re-leasing~~With ~~space~~the ~~that~~completion ~~may~~of ~~become~~the ~~vacant~~sale ~~upon~~of the ~~expiration~~Siemens of- ~~our~~Orlando ~~current~~Building, ~~leases~~we ~~and~~have ~~that~~sold weall ~~believe~~of ~~will~~the ~~ultimately~~real ~~result~~estate assets in awhich ~~better~~we ~~disposition~~had ~~pricing~~owned ofinterests, ~~our~~either ~~remaining~~directly ~~asset~~or ~~for~~through ~~our~~investments ~~limited~~in ~~partners,~~the weJoint ~~will~~Venture. ~~evaluate~~We ~~offers~~have begun to ~~sell~~take ~~our~~the ~~remaining~~steps ~~property~~necessary onto anliquidate ~~as-is~~and ~~basis~~dissolve the Partnership.

The fourth quarter ~~2013~~2014 operating distributions to limited partners holding Cash Preferred Units were reserved. WeThe ~~anticipate~~General ~~that~~Partners ~~operating~~have ~~distributions~~declared ~~will~~a ~~continue~~net sale proceeds distribution of approximately $7,254,000 to be ~~reserved~~paid to limited partners in April 2015. The General Partners have determined that the ~~near-term~~residual asnet sale proceeds will be held in reserve to fund dissolution expenses and obligations of the Partnership. The General Partners anticipate making a ~~result~~final liquidating distribution of ~~anticipated~~unused ~~re-leasing~~reserves ~~costs~~to atthe ~~our~~limited ~~remaining~~partners ~~property~~and asdissolving ~~existing~~the ~~leases~~Partnership ~~expire~~in the second quarter of 2015.

Property Summary

~~During~~Following the ~~positioning-for-~~sale ~~phase,~~of wethe ~~continue~~Siemens ~~to focus on re~~-~~leasing~~ ~~space~~Orlando ~~that~~Building ~~may~~in ~~become~~December ~~vacant upon the expiration of our current leases. In doing so~~2014, 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 at market rental rates while attempting to minimize down time~~interests, ~~re-leasing~~either ~~expenditures,~~directly ~~ongoing~~or ~~property~~through ~~level~~investments ~~costs,~~in ~~and~~the ~~portfolio~~Joint ~~costs~~Venture. As ~~our~~We ~~remaining~~have ~~property~~begun ~~is positioned for sale, our attention will shift~~ to ~~locating~~take ~~suitable buyers, and negotiating a purchase-sale contract that will attempt to maximize~~ the ~~total~~steps ~~return~~necessary to ~~our~~liquidate ~~limited partners~~ and ~~minimize~~dissolve ~~contingencies~~the ~~and~~Partnership, ~~potential~~which ~~post-closing~~is ~~obligations~~expected to ~~buyers.~~occur Asin ofthe ~~February 28,~~second ~~2014,~~quarter weof ~~owned an interest in one property~~2015.

Information relating to the properties owned by the Partnership or its Joint Venture is presented below:


•	The 7500 Setzler Parkway property was sold on January 31, 2007.


•	The Randstad – Atlanta Building was sold on April 24, 2007.


•	The 150 Apollo Drive property was sold on July 21, 2011.


•	The 3675 Kennesaw Building was sold on February 24, 2012.

• The Siemens – Orlando Building, ~~located~~was insold ~~Orlando,~~on ~~Florida~~December 31, ~~is currently 100% leased to three tenants~~2014. ~~The major lease to Siemens extends through April 2019.~~

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 12.92% in ~~2013~~2014, according to estimates, ~~compared~~ toconsistent anwith the increase ~~of 2.8%~~ in ~~2012~~2013. The growth of the U.S. economy in ~~2013~~2014 primarily reflected positive contributions from personal consumption expenditures, nonresidential fixed investment, exports, ~~residential~~private ~~fixed~~inventory investment, ~~nonresidential~~state ~~fixed~~and ~~investment~~local government spending, and ~~private~~residential ~~inventory~~fixed investment that were partly offset by a negative contribution from federal government spending. While there are still challenges to the U.S. economic expansion, management believes the U.S. ~~economic~~economy ~~indicators~~will ~~across~~remain ~~the~~on ~~board~~an upward track as there are several signs of positive momentum heading into 2015, including ~~employment~~high consumer confidence largely attributable to low interest rates and falling oil prices, ~~output~~improved corporate earnings, and ~~housing~~increased foreign investment driven by a strengthening U.S. dollar. Questions regarding monetary policy, ~~point~~specifically when the Federal Reserve will begin to ~~sustained~~increase ~~growth~~interest ~~and~~rates, ~~continued~~have ~~recovery~~become atincreasingly acommon ~~moderate~~as ~~pace~~the economy begins to move towards pre-recession levels. Given the trend of improving economic data observed at the end of ~~2013~~2014, we are cautiously optimistic that ~~2014~~2015 will deliver a real GDP growth number ~~above~~greater 2%than the growth experienced in the prior two years and that ~~job~~corporate ~~growth~~America will ~~accelerate.~~seek to reinvest its cash in the hiring of new employees as well as higher quality and growing office space.

~~Real~~The ~~estate~~overall ~~market~~strengthening ~~fundamentals~~of ~~underlying~~ the U.S. ~~office~~economy ~~markets~~in ~~mirrored~~2014 ~~the~~was ~~overall~~reflected ~~U.S.~~in ~~economy,~~real ~~displaying~~estate ~~signs~~market ~~of broader~~fundamentals, ~~more~~with ~~consistent~~major ~~growth~~market ~~and~~indicators ~~modest~~showing ~~improvements~~the inspeed of the ~~major~~recovery ~~indicators~~picking inup ~~2013~~aggressively. Net absorption was 1522.64 million square feet in the fourth quarter and 5171.67 million square feet for the year, which is aan ~~slight~~ increase as compared to the 5051.16 million square feet of net absorption in ~~2012.~~2013 ~~More than 80% of metropolitan areas experienced occupancy gains in both 2012~~ and ~~2013.~~makes As2014 ~~a result of~~ the ~~additional~~strongest ~~space~~year ~~absorbed,~~of ~~vacancy~~demand ~~levels~~since ~~declined to 12~~2006.1% inMore ~~the~~than ~~fourth quarter of 2013, an improvement from a 12.7~~70% ~~vacancy rate at the end~~ of ~~2012, with 48 out of 82~~ metropolitan areas ~~(59%)~~experienced ~~showing~~occupancy ~~declines in vacancy rates. Although~~

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~~vacancy~~gains isin ~~currently~~both ~~lower~~2013 ~~than~~and ~~its~~2014. ~~recessionary~~As ~~peak,~~a itresult ~~remains~~of ~~slightly~~the ~~higher~~additional ~~than~~space ~~its~~absorbed, ~~historical~~vacancy ~~average.~~levels ~~With~~declined ~~vacancy~~to ~~declining~~11.5% in the ~~majority~~fourth quarter of ~~areas~~2014, ofan improvement from a 12.2% vacancy rate at the ~~country~~end of 2013, ~~rental~~with ~~rates~~56 ~~are~~out ~~beginning~~of to80 ~~trend~~metropolitan ~~upward~~areas ~~and,~~(70%) ~~despite~~showing adeclines ~~recent~~in ~~trend~~vacancy ~~towards~~rates. ~~office~~As ~~space~~expansionary ~~efficiency~~activity took place across markets in 2014, ~~demand~~vacancy rates for all classes of office space ~~exceeded~~declined, ~~new~~with ~~supply~~Class ~~for~~A ~~the~~vacancy ~~second~~recording ~~straight~~the sharpest year-over-year decline. ~~Approximately~~Although ~~82%~~vacancy ofis ~~markets~~down ~~displayed~~significantly from its recessionary peak in 2010, it is still slightly higher ~~rent~~than its pre-recession low in 2008. With vacancy declining in the ~~fourth~~majority ~~quarter~~of areas of ~~2013~~the ~~compared~~country, toboth ~~the~~rental ~~fourth~~rates ~~quarter~~and ofdevelopment ~~2012~~activity ~~with~~trended ~~average~~upward. Average quoted rental rates of the total office market ~~seeing~~saw an increase from $23.1267 per square foot in the fourth quarter of 2013 to $2324.6942 per square foot ~~over~~in ~~this~~the ~~period~~fourth quarter of 2014. ~~Similar~~Class toA ~~2012,~~and ofClass ~~the~~B ~~total~~suburban ~~net~~office ~~absorption~~rents inposted ~~2013,~~the ~~almost~~highest ~~two~~year-~~thirds~~over-year ~~occurred~~increases. inAlthough tenants’ desire for Class A ~~office~~ space has slowed in comparison to the early recovery, ~~which~~it is ~~above~~still ~~its~~evident ~~35%~~that ~~share~~tenants ofprefer ~~the~~quality office ~~market,~~space ~~indicating~~even aas ~~continued~~rental ~~trend~~rates toincrease. ~~quality~~Consistent ~~assets~~with bythe ~~tenants.~~prior ~~Economic~~two ~~prospects~~years, ~~throughout~~of the ~~country~~total ~~have~~net ~~improved~~absorption ~~with~~in ~~more~~2014, ~~industries~~almost ~~and~~60% ~~more~~occurred ~~markets~~in ~~participating~~Class inA ~~the~~office ~~recovery~~space, ~~something~~which ~~not~~is ~~seen~~above ~~from~~its ~~2010~~35% ~~through~~share ~~2012.~~of ~~Early~~the ~~2014~~office ~~economic~~market, ~~indicators~~indicating ~~are~~a ~~suggesting~~continued ~~another~~trend ~~year~~to ofquality atassets ~~least~~by ~~modest growth~~tenants.

~~The~~Development ~~upward~~activity ~~trend~~continues into ~~transaction~~increase ~~volume~~across ~~continued~~the ~~for~~U.S. ~~office~~as ~~properties~~tenant inexpansions ~~2013.~~and ~~The~~strengthening ~~fourth~~fundamentals ~~quarter~~further justify new construction. Only 10 of ~~2013~~48 ~~marked~~major ~~the~~U.S. ~~best~~office ~~fourth~~markets ~~quarter~~are ~~performance~~without ~~for~~construction activity, further affirming the economy's and office ~~sector~~market’s ~~since~~expansion and positive outlook. If continued, this increase in development could lead to a shift in fundamentals from a landlord-favorable market to a more neutral or tenant-favorable market sometime in the ~~2007~~next ~~peak~~36 months. At year-end, ~~with~~office investment sales ~~volume~~volumes ~~for~~were ~~office~~up ~~transactions~~21%. ofWith ~~approximately~~ $44121.05 billion. of deal volume in the U.S., ~~office~~2014 ~~transaction~~marked ~~volumes~~the ~~increased~~highest 45level of activity since 2007, although still 37% inbelow ~~the~~prior ~~fourth~~peak ~~quarter~~levels ofin ~~2013~~2007. ~~and~~While ~~36%~~strong ~~for~~office ~~the~~investment ~~full~~sale ~~year~~activity in ~~2013~~primary asmarkets ~~compared~~continues to ~~the~~capture ~~same~~domestic ~~respective~~capital ~~periods~~flows, intransacted ~~2012.~~square Asfootage ~~the~~in ~~economic~~secondary ~~recovery~~markets ~~extends~~is ~~across~~representative ~~assets~~of ~~and~~the ~~markets,~~expanding ~~competition~~desire ~~remained~~for ~~strong~~these products in the market. In 2014, secondary markets, ~~while~~comprised ~~high-end~~53% ~~deals~~of ~~continued~~transacted tosquare ~~contribute significantly~~feet as compared to ~~stronger~~43% ~~primary~~in ~~market~~2013. ~~activity~~While ~~during~~not at the ~~fourth~~same ~~quarter~~level ofas ~~2013.~~primary ~~Office~~markets, ~~transaction~~sales ~~volumes~~pricing ~~continued~~for tocore, ~~grow~~Class A product in top secondary markets, ~~which~~grew ~~contributed~~between ~~approximately 40~~15% ofand ~~the~~25% ~~investment~~year-over-year ~~sales~~on ~~activity~~a ~~for~~per ~~the~~square ~~year~~foot basis. As we enter ~~2014~~2015, we expect the investment sales momentum seen in ~~2013~~2014 to continue, ~~with~~thus ~~estimated~~resulting in further volume growth inand ~~office~~capital ~~investment~~appreciation. ~~sales~~Growing ~~volume~~domestic toeconomic ~~exceed~~prospects ~~20%~~and favorable lending conditions provide further optimism for the ~~year~~U.S. office property market.

Job growth was positive in ~~2013~~2014, with the unemployment rate declining ~~from~~more ~~7.9%~~than atone ~~the~~full ~~beginning~~percentage ofpoint ~~the year~~ to 65.76% at the end of the year. Essential to the commercial real estate sector, office-using employment ~~continues~~continued to improve with the U.S. creating ~~721~~873,000 office-using jobs ~~in 2013~~, up from ~~696~~721,000 in ~~2012~~2013, and ~~570~~696,000 in ~~2011~~2012. We expect these trends will continue in 2014; however, diversified and non-niche markets will likely be responsible for an increasing share of job growth as they recover from the economic downturn. This projected job growth combined with a lack of new supply coming into the market in 2014-2015 should continue to produce strong office net absorption and declining office vacancy rates and push leverage in landlords’ favor until additional supply, in the form of new construction, is delivered across markets in the mid-2015 to early-2016 time frame. This will likely result in continued increases in rental rents and declines in landlord concessions offered to tenants. Although tech-heavy and energy-rich markets such as Seattle-Bellevue, San Francisco, Silicon Valley, Houston and Dallas, continue to lead the overall markets with the most aggressive upward rent trends due to high demand and decreasing availability, landlord confidence has begun to spread across other markets as well. Through 2014, once-lagging markets like Atlanta, Philadelphia, Los Angeles, Chicago and other heavily diversified tenant markets are likely to see rents grow at a faster pace due to an economic recovery that finally appears firm.

Impact of Economic Conditions on our Portfolio

While some of the market conditions noted above may indicate expected changes in rental rates, the extent to which our portfolio may be affected is dependent upon the contractual rental rates currently provided in existing leases at the remaining property we own. The recent turbulence in the credit markets may adversely affect the ability of potential purchasers of our remaining property 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 property prior to marketing it for sale, remains intact. However, we will evaluate offers to sell our remaining property 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,~~XIII and ~~operating~~Fund ~~income-producing~~XIV ~~real~~Associates' properties orand ~~investing~~the inportfolio ~~joint~~with ~~ventures~~operating ~~formed~~cash ~~for~~flows, including current and prior period operating distributions 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 orCash ~~joint~~Preferred ~~ventures.~~limited ~~Historically~~partners and, ~~our~~unless ~~investment~~reserved, ~~strategy~~were ~~has~~ generally ~~involved~~paid ~~acquiring~~quarterly. ~~properties~~As ~~that~~a ~~are~~result, ~~preleased~~the toongoing ~~creditworthy~~monitoring ~~tenants~~of onour ~~an all-~~cash ~~basis~~position ~~either~~has ~~directly~~been bycritical usto orensuring ~~through~~that ~~the~~adequate ~~Joint~~liquidity ~~Venture~~and capital resources were available.

Our operating strategy entails funding expenditures related to the recurring operations of our remaining property and the portfolio with operating cash flows, including current and prior period operating distributions received from the Joint Venture, and assessing

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the amount of remaining cash flows that will be required to fund known future re-leasing costs and other capital improvements. Any residual operating cash flows are generally considered available for distribution to the Cash Preferred limited partners and, unless reserved, are generally paid quarterly. 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 market 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, ~~2013~~2014, ~~we generated~~ net cash ~~flows~~outflows from operating activities, ~~including~~were ~~distributions received from the Joint Venture, of~~ approximately $~~286~~9,000. ~~Operating~~primarily ~~distributions~~due ~~from~~to the ~~Joint Venture generally consist of~~ rental ~~revenues~~abatement ~~and~~period tenant reimbursements, less property operating expenses, management fees, general and administrative expenses, and capital expenditures. We continued to reserve the net operating cash flows generated during the year ended December 31, 2013 to fund our pro rata share of anticipated re-leasing costs at ~~our remaining property as existing leases expire. The extent to which future operating distributions are paid to limited partners will be largely dependent upon~~ the ~~amount~~Siemens ~~of cash generated from the Joint Venture, our expectations of future cash flows and determination of near~~-~~term~~ cash needs to fund our share of tenant re-leasing costs and other capital improvements for our remaining property owned by the Joint Venture. We anticipate that operating distributions from Fund XIII-XIV Associates may decline in the near-term as a result of funding our pro rata share of anticipated re-leasing costs at the Siemens – Orlando Building inassociated ~~connection~~ with the ~~lease~~Siemens ~~extension~~Real ~~executed~~Estate ~~with~~lease ~~Cemex~~extension.

We believe that the cash on hand and distributions due from the Joint Venture will be sufficient to cover our working capital needs, including those provided for within our total liabilities of approximately $157,000, as of December 31, ~~2013~~2014. We anticipate making a final liquidating distribution of unused reserves to the limited partners and dissolving the Partnership in the second quarter of 2015.

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 ~~our~~do ~~remaining~~not ~~property~~anticipate ~~owned~~acquiring byadditional ~~the~~properties. As ~~Joint~~a ~~Venture,~~result ~~and~~of ~~net proceeds generated from~~ the sale of ~~that~~the ~~property.~~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~~2014, ~~renovations,~~we ~~expansions,~~have ~~and~~begun ~~other~~to ~~significant~~take ~~capital~~the ~~improvements~~steps necessary ~~for~~to ~~our~~liquidate ~~remaining~~and ~~property~~dissolve ~~owned by~~ the ~~Joint Venture~~Partnership. We ~~expect~~received tonet ~~continue~~sale toproceeds ~~use~~of ~~substantially~~approximately ~~all~~$6,880,000 ~~future~~in ~~net~~January ~~cash~~2015 from ~~operations,~~the ~~including~~sale ~~distributions~~of ~~received from~~ the ~~Joint~~Siemens-Orlando ~~Venture,~~Building. toWe ~~fund~~are ~~our~~in ~~pro~~the ~~rata~~process ~~share~~ of ~~leasing~~evaluating ~~costs~~the ~~and~~amount ~~capital~~of ~~expenditures~~cash ~~necessary~~reserves needed to ~~position~~settle ~~our~~estimated ~~remaining~~liabilities ~~property~~of ~~for sale. To~~ the ~~extent~~Partnership ~~that~~at ~~residual~~dissolution ~~operating~~and ~~cash~~intend ~~flows~~to ~~remain~~distribute ~~after~~the ~~considering~~cash ~~these~~balances ~~funding~~remaining ~~requirements,~~at wethat ~~would~~time ~~then~~to ~~distribute~~the ~~such~~limited ~~residual~~partners ~~operating~~pursuant ~~cash~~to ~~flow~~applicable toprovisions of the ~~limited~~partnership ~~partners~~agreement.

~~Capital Resources~~17

We fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant improvements for the purpose of readying our properties for re-leasing. As leases at our remaining property 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 Venture 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, 2013, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:~~Resources

	Net SaleProceeds		Partnership'sApproximateOwnership %		Net SaleProceedsAllocated to thePartnership		Use ofNet Sale Proceeds			Net Sale ProceedsDistributed toPartners as ofDecember 31, 2012		Undistributed NetSale Proceeds as ofDecember 31, 2012
Property Sold							Amount		Purpose
7500 Setzler Parkway(sold in 2007)	$	8,723,080	52.7	%	$	4,597,063	$	—	—	$	4,597,063	$	—
Randstad – Atlanta Building(sold in 2007)	$	8,992,600	52.7	%	4,739,100		—		—	4,739,100		—
150 Apollo Drive(sold in 2011)	$	9,566,058	100.0	%	9,566,058		—		—	9,566,058		—
3675 Kennesaw Building(sold in 2012)	$	2,262,634	100.0	%	2,262,634		—		—	1,887,779		374,855
Total					$	21,164,855	$	—		$	20,790,000	$	374,855

As of December 31, 2014, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:

Upon evaluating the capital needs of our portfolio, our General Partners have decided to reserve the remaining net sale proceeds in the near-term to fund our pro rata share of anticipated re-leasing costs at our remaining property.



	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, 2014		Undistributed Net Sale Proceeds as of December 31, 2014
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, 2014
7500 Setzler Parkway (sold in 2007)	$	8,723,080	52.7	%	$	4,597,063	$	—	—	$	4,597,063	$	—
Randstad – Atlanta Building (sold in 2007)	$	8,992,600	52.7	%	4,739,100		—		—	4,739,100		—
150 Apollo Drive (sold in 2011)	$	9,566,058	100.0	%	9,566,058		—		—	9,566,058		—
3675 Kennesaw Building (sold in 2012)	$	2,262,634	100.0	%	2,262,634		—		—	1,887,779		374,855
Siemens-Orlando Building (sold in 2014)	$	13,054,482	52.7	%	6,879,712		—		—	—		6,879,712
Total					$	28,044,567	$	—		$	20,790,000	$	7,254,567

We received the proceeds for the Siemens - Orlando sale in January 2015. The General Partners have declared a net sale proceeds distribution of approximately $7,254,000 to be paid to limited partners in April 2015. 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 2015.

Results of Operations

Comparison of the year ended December 31, ~~2012~~2013 versus the year ended December 31, ~~2013~~2014

Continuing Operations

General and administrative expenses ~~decreased~~increased from $~~166~~144,~~151~~497 for the year ended December 31, ~~2012~~2013 to $~~144~~197,~~497~~649 for the year ended December 31, ~~2013~~2014, primarily due to aan ~~decrease~~increase in administrative reimbursements and administrative costs allocated to the Partnership. The increase reflects an adjustment to the allocation method related to ~~reporting~~the ~~and~~winding ~~regulatory~~down ~~requirements~~of WREF. WeWith the winding down of WREF and reduction in workforce, we anticipate that ~~future~~ general and administrative expenses will vary primarily based on future changes in ~~our~~estimates ~~reporting~~of ~~and~~time ~~regulatory~~allocated ~~requirements~~to the Partnership.

Equity in income of Joint Venture ~~remained~~increased ~~relatively~~from ~~stable at~~ $~~385~~383,~~119~~726 for the year ended December 31, ~~2012~~2013 ~~and~~to $~~383~~2,~~726~~807,123 for the year ended December 31, ~~2013.~~2014 primarily due to recognizing a gain on the sale of the Siemens - Orlando Building in December 2014. We expect equity in income of Joint Venture to ~~remain~~decrease atin athe ~~similar~~near ~~level,~~term as ~~compared~~a toresult of selling the ~~year~~Siemens ~~ended~~- ~~December 31,~~Orlando ~~2013~~Building.

Discontinued Operations

In accordance with GAAP, we have classified the results of operations related to ~~the~~150 ~~3675 Kennesaw~~Apollo ~~Building~~Drive as discontinued operations for all periods presented. Income from discontinued operations ~~decreased~~was ~~from~~ $~~853~~5,~~665~~586 for the year ended December 31, ~~2012~~2013. toWhile ~~$5,586~~150 ~~for~~Apollo ~~the~~Drive ~~year~~was ~~ended~~sold ~~December 31~~during 2011, related discontinued operations are presented in 2013, as a result of ~~selling~~an ~~the~~adjustment ~~3675~~to ~~Kennesaw~~tenant ~~Building~~reimbursements and property operating costs in ~~February~~the ~~2012~~second quarter of 2013.

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

Continuing Operations

General and administrative expenses ~~increased~~decreased from $~~152~~166,~~738~~151 for the year ended December 31, ~~2011~~2012 to $~~166~~144,~~151~~497 for the year ended December 31, ~~2012~~2013, primarily due to ~~the~~a ~~classification~~decrease ofin ~~accounting~~administrative ~~fees~~reimbursements ~~related to the 150 Apollo Drive property for the year ended December 31, 2011 as discontinued operations~~ and ~~accounting fees related to the 150 Apollo Drive property for the year ended December 31, 2012 as continuing operations and an increase in~~ administrative costs related to reporting and regulatory requirements.

Equity in income of Joint Venture ~~increased~~remained ~~from~~relatively stable at $~~372~~385,~~241~~119 for the year ended December 31, ~~2011~~2012 toand $~~385~~383,~~119~~726 for the year ended December 31, ~~2012~~2013. This increase is primarily due to a decrease in depreciation expense in connection with the expiration of the initial Siemens lease at the Siemens – Orlando Building, partially offset by the reduction in rental rate at the Siemens - Orlando Building in connection with the execution of the lease extension with Siemens in the first quarter of 2012.

~~Discontinued Operations~~18

In accordance with GAAP, we have classified the results of operations related to the 150 Apollo Drive property and the 3675 Kennesaw Building as discontinued operations for all periods presented. Income from discontinued operations increased from $831,338 for the year ended December 31, 2011 to $853,665 for the year ended December 31, 2012, primarily as a result of a recovery of approximately $546,100 in bad debt in connection with the settlement of the litigation at the 3675 Kennesaw Building

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inDiscontinued February 2012 and recognizing a nonrecurring gain of approximately $363,900 on the sale of the 3675 Kennesaw Building in February 2012, partially offset by recognizing a nonrecurring gain of approximately $985,600 on the sale of 150 Apollo Drive in July 2011.Operations

In accordance with GAAP, we have classified the results of operations related to the 3675 Kennesaw Building as discontinued operations for all periods presented. Income from discontinued operations decreased from $853,665 for the year ended December 31, 2012 to $5,586 for the year ended December 31, 2013, as a result of selling the 3675 Kennesaw Building in February 2012.

Inflation

We ~~are~~were exposed to inflation risk, as income from long-term leases iswas the primary source of our cash flows from operations. There ~~are~~were provisions in the majority of our tenant leases that ~~are~~were intended to help protect us from the impact of inflation. These provisions ~~include~~included 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 ~~or amortized~~ using the straight-line method over the following useful lives:



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

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

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 ~~and related intangible assets~~ in which we ~~have~~had an ownership interest, ~~may~~through ~~not~~investments bein the Joint Ventures were not recoverable. When indicators of potential impairment ~~are~~were present which ~~suggest~~suggested that the carrying amounts of real estate assets ~~and~~were ~~related intangible assets may~~ not be recoverable, we ~~assess~~assessed the recoverability of the real estate assets ~~and related intangible assets~~ by determining whether the respective carrying values ~~will~~would behave been recovered through the estimated undiscounted future 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 ~~and related intangible 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 additional impairments in the carrying value of~~

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~~our~~Investment ~~real estate assets to date; however, certain of our assets may be carried at an amount more than could be realized~~ in aJoint ~~current disposition transaction.~~ Venture

~~Projections~~We ofhave ~~expected~~evaluated ~~future~~the ~~cash~~Joint ~~flows~~Venture ~~require~~and concluded that weit ~~estimate~~is ~~future~~not ~~market~~a ~~rental~~variable ~~income~~interest ~~amounts~~entity. ~~subsequent~~We todo not have control over the ~~expiration~~operations of ~~current~~the ~~lease~~Joint ~~agreements~~Venture; however, ~~property~~we ~~operating~~do ~~expenses,~~exercise ~~the~~significant ~~number~~influence. ofApproval ~~months~~by itus ~~takes~~as towell ~~re-lease~~as the ~~property,~~other ~~and~~joint ~~the~~venture ~~number~~partner ofis ~~years~~required for any major decision or any action that would materially affect the Joint Venture or its real property isinvestments. ~~held~~Accordingly, we account for our investment, ~~among~~in ~~other~~the ~~factors.~~Joint ~~The~~Venture ~~subjectivity~~using the equity method of ~~assumptions~~accounting, ~~used~~whereby inoriginal ~~the~~investments ~~future~~are ~~cash~~recorded ~~flow~~at ~~analysis,~~cost ~~including~~and ~~discount~~subsequently ~~rates~~adjusted for contributions, ~~could~~distributions, ~~result~~and innet anincome ~~incorrect~~(loss) ~~assessment~~attributable ofto the ~~property's~~Partnership. ~~future~~Pursuant ~~cash~~to ~~flows~~the ~~and~~terms ~~fair~~of ~~value~~the joint venture agreement, all income (loss) and ~~could~~distributions ~~result~~are allocated to joint venture partners in ~~the~~accordance ~~misstatement~~with oftheir ~~the~~respective ~~carrying~~ownership ~~values~~interests. Distributions of ~~real~~net ~~estate~~cash ~~assets~~from ~~and~~operations, ~~related~~if ~~intangible~~available, ~~assets~~are ~~held~~generally bydistributed to the ~~Joint~~joint ~~Venture~~venture ~~and~~partners ~~our~~on ~~net~~a ~~income~~quarterly basis.

Allocation of Purchase Price of Acquired Assets

Upon acquisition of real properties, either owned directly by us or through our investment in the Joint Venture, we allocated the purchase price of properties to the identifiable tangible assets, which consist of land and buildings, and identifiable intangible assets and liabilities, which consist of the following items:

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

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

• The value of tenant relationships is included in intangible lease assets in the accompanying balance sheets and amortized to expense over the remaining terms of the respective leases.

• The value of effective rental rates of in-place leases that are above or below the market rates of comparable leases is recorded as intangible lease assets or liabilities and amortized as an adjustment to rental income over the remaining terms of the respective leases.

As of December 31, 2013 and 2012, respectively, we did not have any gross intangible assets remaining.

During the years ended December 31, 2013, 2012, and 2011, we recognized the following amortization of acquired intangible lease assets:

	Intangible Lease Assets				IntangibleLeaseOriginationCosts
	Above-MarketIn-PlaceLease Asset		AbsorptionPeriod Costs
For the year ended December 31:
2013	$	—	$	—	$	—
2012	$	930	$	5,213	$	4,696
2011	$	6,229	$	34,883	$	31,430

Related-Party Transactions and Agreements

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

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 4 and Note 1110 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

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Leasing Activity at the Siemens - Orlando Building

On March 17, 2014, Fund XIII-XIV Associates entered into the fifth amendment to the lease agreement with Siemens at the Siemens - Orlando Building, which extended the lease term from May 1, 2014 to April 30, 2019. Following a seven month base rental abatement period, annual base rent per square foot will be $14.00 and shall be payable through April 30, 2015. The base rent is scheduled to increase by $0.50 annually beginning on May 1, 2015. In addition to monthly base rent, Siemens is required to reimburse Fund XIII-XIV Associates for its pro rata share of all operating costs and real estate taxes for the Siemens - Orlando Building with no annual cap. Siemens is entitled to a landlord-funded tenant allowance of approximately $100,000.


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 this report on the pages indicated.


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

There were no disagreements with our independent registered public accounting firm during the years ended December 31, ~~2013~~2014 and ~~2012~~2013.


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, 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 ~~Acts~~Act as of December 31, ~~2013~~2014. 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, ~~2013~~2014, 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:

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Officer and Principal Financial Officer and effected by our management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:


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


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


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

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

27Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2014. 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, 2014.

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of changes and conditions or that the degree of compliance with policies or procedures may deteriorate. Accordingly, even internal controls determined to be effective can provide only reasonable assurance that the information required to be disclosed in reports filed under the 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, 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, 2013.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2013~~2014 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, ~~2013~~2014, 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 Capital

Wells Capital, our corporate general partner, was formed in April 1984. The executive offices of Wells Capital are located at 6200 The Corners Parkway, Norcross, Georgia 30092. 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 previously 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, Inc. (formerly Wells Real Estate Investment Trust II, Inc.), and Piedmont Office Realty Trust, Inc. (formerly known as Wells Real Estate Investment Trust, Inc) (collectively, the "Wells REITs"). In these capacities, Wells Capital performs certain services for Wells Public Partnerships, 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, 7071, who serves as one of our General Partners, is the president, treasurer, and sole director of Wells Capital, which is our corporate general partner. He is also the sole stockholder 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, one of our General Partners; Wells Management; WIS; 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:~~

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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 was the president and Chairman of the Board of Signature Office REIT, Inc. from July 2007 to December 31, 2013. Mr Wells also served as a director of Columbia Property Trust, Inc. ("Columbia") from 2003 through May 2012 and as president of Columbia from July 2003 through July 2010. He served as the president of CatchMark Timber Trust, Inc. ("CatchMark") from September 2005 through December 2013 and as a director of Catchmark from September 2005 to June 2007 and from March 2012 through December 2013. From 1998 to 2007, Mr. Wells served as president and Chairman of the Board of Piedmont Office Realty Trust, Inc.

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

Section 16(a), Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the officers and directors of our general partner, and persons who own 10% or more of any class of equity interests in the Partnership, to report their beneficial ownership of equity interests in the Partnership to the SEC. Their initial reports are required to be filed using the SEC's Form 3, and they are required to report subsequent purchases, sales, and other changes using the SEC's 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). We believe all persons subject to these reporting requirements filed the report on a timely basis in ~~2013~~2014.

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Financial Oversight Committee

We do not have a board of directors or an audit committee. Accordingly, as our corporate general partner, Wells Capital has established a Financial Oversight Committee consisting of Randy A. Simmons as the Principal Financial Officer; ~~Parker~~Tony ~~Hudson~~Marrs as the Senior Vice President~~, Wells Capital~~; and Kerianne Maloney as Senior Vice 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 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 our corporate general partner's Principal Executive Officer and Principal Financial Officer, as well as the principal accounting officer, controller, or other employees of our corporate general partner performing similar functions on 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.

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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, ~~2013~~2014.


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

(a) Set forth below is the security ownership of beneficial owners owning in excess of 5% of a class of outstanding units of the Partnership as of February 28, ~~2014~~2015.



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Limited Partnership Units	Kenneth J. Woolcott, Trustee 6100 La Jolla Scenic, S La Jolla, CA 92037	322,580.645 Units⁽¹⁾	9.29%

Limited Partnership Units	New Horizons, L.P. P.O. Box 6446 San Pedro, CA 90734	257,812.758 Units⁽²⁾	7.42%

Limited Partnership Units	Andrew Mark Urbanek 75 Kenilworth Road Wellesley, MA 02482	200,000.000 Units⁽³⁾	5.76%

Limited Partnership Units	Matthew Phillip Urbanek 75 Kenilworth Road Wellesley, MA 02482	200,000.000 Units⁽³⁾	5.76%


⁽¹⁾	Kenneth J. Woolcott owns Cash Preferred Units through a trust.


⁽²⁾	New Horizons, L.P. owns Cash Preferred Units through a limited partnership.


⁽³⁾	Andrew Mark Urbanek and Matthew Phillip Urbanek own Cash Preferred Units through an irrevocable trust.

30(b) Set forth below is the security ownership of management as of February 28, 2015.

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


⁽¹⁾	Leo F. Wells, III owns 69.940 Cash Preferred Units through Wells Capital.


(c)	No arrangements exist which would, upon operation, 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 as follows:

Interest in Partnership Cash Flow and Net Sales Proceeds

The General Partners are entitled to receive a subordinated participation in net cash flow from operations equal to 10% of net cash flow after the limited partners holding Cash Preferred Units have received preferential distributions equal to 10% of their adjusted capital accounts in each fiscal year. The General Partners are also entitled to receive a subordinated participation in net sale proceeds and net financing proceeds equal to 20% of residual proceeds available for distribution after limited partners holding Cash Preferred Units have received a return of their adjusted capital contributions plus a 10% cumulative return on their adjusted capital contributions and limited partners holding Tax Preferred Units have received a return of their adjusted capital contributions plus a 15% cumulative return on their adjusted capital contributions, provided, however, that in no event shall the General Partners receive in the aggregate in excess of 15% of net 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.

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adjusted capital accounts in each fiscal year. The General Partners are also entitled to receive a subordinated participation in net sale proceeds and net financing proceeds equal to 20% of residual proceeds available for distribution after limited partners holding Cash Preferred Units have received a return of their adjusted capital contributions plus a 10% cumulative return on their adjusted capital contributions and limited partners holding Tax Preferred Units have received a return of their adjusted capital contributions plus a 15% cumulative return on their adjusted capital contributions, provided, however, that in no event shall the General Partners receive in the aggregate in excess of 15% of net 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, 2014.

Management and Leasing Fees

We ~~have~~ entered into a property management, leasing, and asset management agreement with Wells Management, an affiliate of the General Partners. In accordance with the property management, leasing, and asset management agreement, Wells Management receives compensation for the management and leasing of ~~our~~the properties we owned directly or through the Joint Venture, equal to the lesser of (a) fees that would be paid to a comparable outside firm, that is assessed periodically based on market studies, or (b) 4.5% of the gross revenues collected monthly; plus, a separate competitive fee for the one-time initial lease-up of newly constructed properties generally paid in conjunction with the receipt of the first month's rent. In the case of commercial properties leased on a long-term net-lease basis (10 or more years), the maximum property management fee from such leases ~~shall~~were be 1% of the gross revenues generally paid over the life of the leases, except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original lease term. Management and leasing fees are ~~paid directly by the Joint Venture for the remaining property owned through the Joint Venture and, accordingly, are~~ included in equity in income of joint venture in the accompanying statements of operations. We paid management and leasing fees for the properties we owned directly. Our share of management, leasing and asset management fees, and lease acquisition costs incurred from properties owned directly and through the Joint Venture that are payable to Wells Management is $127,~~557~~287, $5812,~~526~~557, and $3458,~~749~~526 for the years ended December 31, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

Administrative Reimbursements

Wells Capital and Wells Management perform certain administrative services for us, relating to accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on time spent on each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. We incurred administrative expenses of $5992,~~936~~146, $8859,~~877~~936, and $9788,~~091~~877 payable to Wells Capital and Wells Management for the years ended December 31, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

Real Estate Commissions

In connection with the sale of our properties, the General Partners or their affiliates ~~may~~were able to 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, 2014, 2013, and 2012.

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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.

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.

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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.

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 venture in which we invest. The aggregate fees billed to us for professional accounting services by Frazier & Deeter, LLC, including the audit of our annual financial statements for the fiscal years ended December 31, ~~2013~~2014 and ~~2012~~2013, are set forth in the table below.

	2013		2012
	2014		2013
Audit Fees	$	3529,~~713~~177	$	4335,~~896~~713
Audit-Related Fees	—		—
Tax Fees	—		—
Other Fees	—		—
Total	$	3529,~~713~~177	$	4335,~~896~~713

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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•	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, ~~2013~~2014 and ~~2012~~2013, 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. Schedule III – Real Estate Assets and Accumulated Depreciation and Amortization

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 XIV, L.P.(Registrant)
	By:	WELLS CAPITAL, INC.(General Partner)
March 28, 2014		/s/ LEO F. WELLS, III
March 31, 2015		/s/ LEO F. WELLS, III
		Leo F. Wells, IIIPresident, Principal Executive Officer, and Sole Directorof Wells Capital, Inc.
March 28, 2014		/s/ RANDY A. SIMMONS
March 31, 2015		/s/ RANDY A. SIMMONS
		Randy A. SimmonsSenior Vice Presidentof Wells Capital, Inc.

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EXHIBIT INDEX

~~2013~~2014 FORM 10-K

WELLS REAL ESTATE FUND XIV, 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.

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101.INS	XBRL Instance Document.
*10.16		First Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.3 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
101.SCH	XBRL Taxonomy Extension Schema.
*10.17		Second Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.4 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
*10.18		Third Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.5 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
*10.19		Fourth Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.6 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
101.LAB	XBRL Taxonomy Extension Label Linkbase.
*10.20		Fifth Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.7 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
*10.21		Sixth Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.8 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
*10.22		Seventh Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.9 to Form 10-Q of Wells Real Estate Fund XIII, L.P. for the quarter ended September 30, 2014, Commission File No. 000-49633)
*10.23		Eighth Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.30 to Form 10-K of Wells Real Estate Fund XIII, L.P. for the year ended December 31, 2014, Commission File No. 000-49633)
*10.24		Ninth Amendment to the Purchase and Sale Agreement for the sale of the Siemens - Orlando Building (Exhibit 10.32 to Form 10-K of Wells Real Estate Fund XIII, L.P. for the year ended December 31, 2014, Commission File No. 000-49633)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.


*	Previously filed and incorporated herein by reference.

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WELLS REAL ESTATE FUND XIV, L.P.

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FINANCIAL STATEMENTS

FINANCIAL STATEMENTS		Page No.
WELLS REAL ESTATE FUND XIV, L.P.
	Report of Independent Registered Public Accounting Firm - Frazier & Deeter, LLC	F- 2
	Balance Sheets as of December 31, 2013 and 2012	F- 3
	Balance Sheets as of December 31, 2014 and 2013	F- 3
	Statements of Operations for the Years Ended December 31, 2013, 2012, and 2011	F- 4
	Statements of Operations for the Years Ended December 31, 2014, 2013, and 2012	F- 4
	Statements of Partners' Capital for the Years Ended December 31, 2013, 2012, and 2011	F- 5
	Statements of Partners' Capital for the Years Ended December 31, 2014, 2013, and 2012	F- 5
	Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011	F- 6
	Statements of Cash Flows for the Years Ended December 31, 2014, 2013, and 2012	F- 6
	Notes to Financial Statements	F- 7
	Schedule III - Real Estate and Accumulated Depreciation and Amortization	F- 1918
FUND XIII AND FUND XIV ASSOCIATES
	Report of Independent Registered Public Accounting Firm - Frazier & Deeter, LLC	F- 2119
	Balance Sheets as of December 31, 2013 and 2012	F- 22
	Balance Sheets as of December 31, 2014 and 2013	F- 20
	Statements of Operations for the Years Ended December 31, 2013, 2012, and 2011	F- 23
	Statements of Operations for the Years Ended December 31, 2014, 2013, and 2012	F- 21
	Statements of Partners' Capital for the Years Ended December 31, 2013, 2012, and 2011	F- 24
	Statements of Partners' Capital for the Years Ended December 31, 2014, 2013, and 2012	F- 22
	Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011	F- 25
	Statements of Cash Flows for the Years Ended December 31, 2014, 2013, and 2012	F- 23
	Notes to Financial Statements	F- 2624
	Schedule III - Real Estate and Accumulated Depreciation and Amortization	F- 3129

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Real Estate Fund XIV, L.P.

We have audited the accompanying balance sheets of Wells Real Estate Fund XIV, L.P. (the "Partnership") as of December 31, ~~2013~~2014 and ~~2012~~2013, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, ~~2013~~2014. In connection with our audits of the financial statements, we also have audited financial statement Schedule III, real estate and accumulated depreciation and amortization. These financial statements and financial statement Schedule III are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and 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 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 XIV, L.P. as of December 31, ~~2013~~2014 and ~~2012~~2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2013~~2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement Schedule III, real estate and accumulated depreciation and amortization, 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 2831, ~~2014~~2015

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WELLS REAL ESTATE FUND XIV, L.P.

BALANCE SHEETS

	December 31, 2013		December 31, 2012
	December 31, 2014		December 31, 2013
Assets:
Investment in joint venture	$	46,~~181~~879,~~372~~711	$	4,~~249~~181,~~404~~372
Cash and cash equivalents	2,~~131~~122,~~037~~440		12,~~844~~131,~~841~~037
Tenant receivables	—		4,502
Due from joint venture	37,870		130,053
Due from joint venture	130,053		101,229
Other assets	4,358		—
Other assets	—		7,093
Total assets	$	9,044,379	$	6,442,462
Total assets	$	6,442,462	$	6,207,069
Liabilities:
Accounts payable and accrued expenses	$	101,~~458~~451	$	1910,~~789~~458
Due to affiliates	45,~~981~~655		54,~~839~~981
Total liabilities	157,~~439~~106		2515,~~628~~439
Commitments and Contingencies
Partners' Capital:
Limited Partners:
Cash Preferred – 3,073,615 units issued and outstanding	67,~~416~~220,~~617~~714		6,~~173~~416,~~491~~617
Tax Preferred – 400,508 units issued and outstanding	—1,804,037		—
General Partners	1012,~~406~~522		710,~~950~~406
Total partners' capital	69,~~427~~037,~~023~~273		6,~~181~~427,~~441~~023
Total liabilities and partners' capital	$	69,~~442~~044,~~462~~379	$	6,~~207~~442,~~069~~462

See accompanying notes.

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WELLS REAL ESTATE FUND XIV, L.P.

STATEMENTS OF OPERATIONS

	Years ended December 31,
	2013		2012			2011
	2014		2013			2012
Revenues:
Interest and other income	$	~~767~~776	$	~~11,793~~767		$	911,~~181~~793
Total revenues	~~767~~776		~~11,793~~767			911,~~181~~793
Expenses:
General and administrative	~~144~~197,~~497~~649		~~166~~144,~~151~~497			~~152~~166,~~738~~151
Total expenses	~~144~~197,~~497~~649		~~166~~144,~~151~~497			~~152~~166,~~738~~151
Equity in Income of Joint Venture	~~383~~2,~~726~~807,123		~~385~~383,~~119~~726			~~372~~385,~~241~~119
Income from Continuing Operations	~~239~~2,~~996~~610,250		~~230~~239,~~761~~996			~~228~~230,~~684~~761
Discontinued Operations:
Operating income (loss)	5,586		489,770			(154,227		)
Operating income	—		5,586			489,770
Gain on sale of real estate assets	—		~~363,895~~—			~~985~~363,~~565~~895
Income from Discontinued Operations	~~5,586~~—		~~853~~5,~~665~~586			~~831~~853,~~338~~665
Net Income	$	~~245~~2,~~582~~610,250	$	1245,~~084,426~~582		$	1,~~060~~084,~~022~~426
Net Income (Loss) Allocated to:
Cash Preferred limited partners:
Income (loss) from continuing operations	$	~~237~~804,~~596~~097	$	(1237,~~196,775~~596	)	$	~~323~~(1,~~688~~196,775	)
Income (loss) from discontinued operations	5,530		502,040			(89,043		)
Income from discontinued operations	—		5,530			502,040
Net income (loss) allocated to Cash Preferred limited partners	$	~~243~~804,~~126~~097	$	~~(694~~243,~~735~~126	)	$	~~234~~(694,~~645~~735	)
Tax Preferred limited partners:
Income (loss) from continuing operations	$	—	$	1,425,229		$	(97,291	)
Income from continuing operations	$	1,804,037	$	—		$	1,425,229
Income from discontinued operations	—		~~346,727~~—			~~921~~346,~~923~~727
Net income allocated to Tax Preferred limited partners	$	—1,804,037	$	~~1,771,956~~—		$	~~824~~1,~~632~~771,956
General partners:
Income from continuing operations	$	2,~~400~~116	$	2,~~307~~400		$	2,~~287~~307
Income (loss) from discontinued operations	56		4,898			(1,542		)
Income from discontinued operations	—		56			4,898
Net income allocated to general partners	$	2,~~456~~116	$	72,~~205~~456		$	~~745~~7,205
Net Income (Loss) per Weighted-Average Limited Partner Unit:
Cash Preferred:
Income (loss) from continuing operations	$	0.0826	$	(0.4308	)	$	(0.1243	)
Income (loss) from discontinued operations	0.00		0.18			(0.02		)
Income from discontinued operations	0.00		0.00			0.19
Net income (loss) per Cash Preferred limited partner unit	$	0.0826	$	(0.2508	)	$	(0.1024	)
Tax Preferred:
Income (loss) from continuing operations	$	—	$	2.00		$	(0.12	)
Income from continuing operations	$	4.50	$	0.00		$	2.00
Income from discontinued operations	—		0.4900			10.1249
Net income per Tax Preferred limited partner unit	$	—4.50	$	20.4900		$	12.0049
Weighted-Average Limited Partner Units Outstanding:
Cash Preferred	3,073,615		23,~~761~~073,~~115~~615			2,~~648~~761,~~615~~115
Tax Preferred	400,508		~~713~~400,~~008~~508			~~825~~713,~~508~~008

See accompanying notes.

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WELLS REAL ESTATE FUND XIV, L.P.

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, ~~2013~~2014, ~~2012~~2013, AND ~~2011~~2012

	Limited Partners									GeneralPartners		TotalPartners'Capital
	Cash Preferred				Tax Preferred
	Units	Amount			Units		Amount
BALANCE, December 31, 2010	2,648,615	$	15,536,993		825,508		$	—		$	—	$	15,536,993
BALANCE, December 31, 2011	2,648,615	$	15,771,638		825,508		$	824,632		$	745	$	16,597,015
Net income	—	234,645			—		824,632			745		1,060,022
BALANCE, December 31, 2011	2,648,615	15,771,638			825,508		824,632			745		16,597,015
Tax Preferred conversion elections	425,000	—			(425,000	)	—			—		—
Net income (loss)	—	(694,735		)	—		1,771,956			7,205		1,084,426
Distributions of net sale proceeds ($3.22 and $3.64 per weighted-average Cash Preferred Unit and Tax Preferred Unit, respectively)	—	(8,903,412		)	—		(2,596,588		)	—		(11,500,000		)
BALANCE, December 31, 2012	3,073,615	6,173,491			400,508		—			7,950		6,181,441
Net income	—	243,126			—		—			2,456		245,582
BALANCE, December 31, 2013	3,073,615	$6,416,617	~~6,416,617~~		400,508		$—	—		$10,406	~~10,406~~	$6,427,023	~~6,427,023~~
Net income	—	804,097			—		1,804,037			2,116		2,610,250
BALANCE, December 31, 2014	3,073,615	$	7,220,714		400,508		$	1,804,037		$	12,522	$	9,037,273

See accompanying notes.

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WELLS REAL ESTATE FUND XIV, L.P.

STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2013			2012			2011
	2014			2013			2012
Cash Flows from Operating Activities:
Net income	$	~~245~~2,~~582~~610,250		$	1245,~~084,426~~582		$	1,~~060~~084,~~022~~426
Operating distributions received from joint venture	~~422~~200,~~934~~967			~~392~~422,~~715~~934			~~551~~392,~~139~~715
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:
Gain on sale of real estate assets	—			~~(363,895~~—		)	(~~985~~363,~~565~~895		)
Depreciation	—			~~3,500~~—			~~183~~3,~~023~~500
Amortization	—			~~11,300~~—			~~171~~11,~~851~~300
Bad debt expense	—			~~49,320~~—			~~531~~49,~~498~~320
Equity in income of joint venture	(~~383~~2,~~726~~807,123		)	(~~385~~383,~~119~~726		)	(~~372~~385,~~241~~119		)
Changes in assets and liabilities:
Decrease (increase) in tenant receivables	~~4,502~~—			~~(49~~4,~~320~~502		)	(~~673~~49,~~469~~320		)
Decrease (increase) in other assets	7,093			73,643			(3,979		)
(Increase) decrease in other assets	(4,358		)	7,093			73,643
(Decrease) increase in accounts payable and accrued expenses	(9,331		)	(27,308		)	6,994
Decrease in accounts payable and accrued expenses	(9,007		)	(9,331		)	(27,308		)
Decrease in deferred income	—			~~(11,481~~—		)	(1011,~~014~~481		)
Decrease in due to affiliates	(858		)	(1,051		)	(3,005		)
Increase (decrease) in due to affiliates	674			(858		)	(1,051		)
Net cash provided by operating activities	286,196			776,730			456,254
Net cash (used in) provided by operating activities	(8,597		)	286,196			776,730
Cash Flows from Investing Activities:
Net proceeds from sale of real estate	—			~~2,262,634~~—			92,~~566~~262,~~058~~634
Payment of deferred leasing costs	—			—			(449,286		)
Net cash provided by investing activities	—			2,262,634			9,116,772
Cash Flows from Financing Activities:
Distributions of net sale proceeds to limited partners	—			~~(11,500,000~~—		)	—(11,500,000		)
Net Increase (Decrease) in Cash and Cash Equivalents	286,196			(8,460,636		)	9,573,026
Net (Decrease) Increase in Cash and Cash Equivalents	(8,597		)	286,196			(8,460,636		)
Cash and Cash Equivalents, beginning of year	12,~~844~~131,~~841~~037			101,~~305~~844,~~477~~841			~~732~~10,~~451~~305,477
Cash and Cash Equivalents, end of year	$	2,~~131~~122,~~037~~440		$	12,~~844~~131,~~841~~037		$	101,~~305~~844,~~477~~841

See accompanying notes.

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WELLS REAL ESTATE FUND XIV, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2013~~2014, ~~2012~~2013, AND ~~2011~~2012


1.	ORGANIZATION AND BUSINESS

Wells Real Estate Fund XIV, L.P. (the "Partnership") is a Georgia public limited partnership with Leo F. Wells, III and Wells Capital, Inc. ("Wells Capital"), a Georgia corporation, serving as its general partners (collectively, the "General Partners"). Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. ("WREF"). Leo F. Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on October 25, 2002 for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Cash Preferred Units or Tax Preferred Units. Thereafter, limited partners have the right to change their prior elections to have some or all of their units treated as Cash Preferred Units or Tax Preferred Units one time during each quarterly accounting period. Limited partners may vote to, among other things: (a) amend the partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; (c) add or remove a general partner; (d) elect a new general partner; (e) dissolve the Partnership; (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 described matters will bind the Partnership, without the concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of the class of the unit.

On May 14, 2003, the Partnership commenced a public offering of up to $45,000,000 of Cash Preferred or Tax Preferred limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act. The offering was terminated on April 30, 2005, at which time the Partnership had sold approximately 2,531,031 Cash Preferred Units and 943,093 Tax Preferred Units representing total limited partner capital contributions of $34,741,238.

During the periods presented, the Partnership owned the following ~~properties~~property directly:

1. ~~150 Apollo Drive(1)A three-story office building located in Chelmsford, Massachusetts 2.~~ 3675 Kennesaw Building(21)A one-story distribution warehouse building located in Kennesaw, Georgia

(1) This property was sold in ~~July~~February ~~2011~~2012.

(2) This property was sold in February 2012.

During the periods presented, the Partnership owned interests in the following joint venture (the "Joint Venture") and property:

Joint Venture	Joint Venture Partners	Ownership %	Property
Fund XIII and Fund XIV Associates("Fund XIII-XIV Associates" or the "Joint Venture")	• Wells Real Estate Fund XIII, L.P.• Wells Real Estate Fund XIV, L.P.	47.3%52.7%	Siemens – Orlando ~~BuildingTwo~~Building(1)Two single-story office buildings located in Orlando, Florida


⁽¹⁾	This property was sold in December 2014.

Wells Real Estate Fund XIII, 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.

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Real Estate Assets

Investment in Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction and any tenant improvements or major improvements and betterments that extend the useful life of the related asset. 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. The Partnership considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income.

The real estate assets owned directly by the Partnership or through the Joint Venture are depreciated or amortized using the straight-line method over the following useful lives:

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

In the event that the Partnership or Joint Venture utilizes inappropriate useful lives or methods of depreciation or amortization, the Partnership's net income would be misstated.

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 ~~and~~owned ~~related~~through ~~intangible assets, in which~~ the Partnership’s ~~has~~investment anin ~~ownership~~the ~~interest,~~Joint ~~may~~Ventures 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 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 additional 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.

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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 values of real estate assets and related intangible assets held by the Joint Venture and net income of the Partnership.

Evaluating the Recoverability of Intangible Assets

The values of intangible lease assets were determined based on assumptions made at the time of acquisition and have defined useful lives, which corresponded with the lease terms. There may have been instances in which intangible lease assets became impaired and the Partnership was required to expense the remaining asset immediately or over a shorter period of time. Lease restructurings, including but not limited to lease terminations and lease extensions, may have impacted the value and useful life of in-place leases. In-place leases that were terminated, partially terminated, or modified would have been evaluated for impairment if the original in-place lease terms had been modified. In situations where the discounted cash flows of the modified in-place lease stream were less than the discounted cash flows of the original in-place lease stream, the Partnership reduced the carrying value of the intangible lease assets to reflect the modified lease terms and recognized an impairment loss. For in-place lease extensions that were executed more than one year prior to the original in-place lease expiration date, the useful life of the in-place lease would have been extended over the new lease term with the exception of those in-place lease components, such as lease commissions and tenant allowances, which would have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, would have been amortized over the shorter of the useful life of the asset or the new lease term.

~~During~~F- ~~the years ended December 31, 2013, 2012, and 2011, the Partnership recognized the following amortization of acquired intangible lease assets:~~8

	Intangible Lease Assets				IntangibleLeaseOriginationCosts
	Above-MarketIn-PlaceLease Asset		AbsorptionPeriod Costs
For the year ended December 31:
2013	$	—	$	—	$	—
2012	$	930	$	5,213	$	4,696
2011	$	6,229	$	34,883	$	31,430

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During the years ended December 31, 2014, 2013, and 2012, the Partnership recognized the following amortization of acquired intangible lease assets:



	Intangible Lease Assets				Intangible Lease Origination Costs
	Above-Market In-Place Lease Asset		Absorption Period Costs
For the year ended December 31:	Above-Market In-Place Lease Asset		Absorption Period Costs
2014	$	—	$	—	$	—
2013	$	—	$	—	$	—
2012	$	930	$	5,213	$	4,696

Investment in Joint Venture

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 partner 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 the original investment is 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 the 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.

Cash and Cash Equivalents

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

Tenant Receivables

Tenant receivables are comprised of prior year reimbursement billings due from the tenant at 150 Apollo Drive. 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, 2013 or 2012.

Other Assets

F-Other 9assets are primarily comprised of prepaid expenses. 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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Other assets are primarily comprised of withholding taxes reimbursable from the limited partners and prepaid expenses. Prepaid expenses are recognized as the related services are provided. Balances without a future economic benefit are written off as they are identified.

Distribution of Net Cash from Operations

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


•	First, to all Cash Preferred limited partners on a per-unit basis until such limited partners have received distributions equal to a 10% per annum return on their respective net capital contributions, as defined;


•	Second, to the General Partners until the General Partners receive distributions equal to 10% of the total cumulative distributions paid by the Partnership for such year; and


•	Third, to the Cash Preferred limited partners on a per-unit basis and the General Partners allocated on a basis of 90% and 10%, respectively.

No distributions of net cash flow from operations will be made to limited partners holding Tax Preferred Units.

Distribution of Net Sale Proceeds

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

•


•	To limited partners holding units which at any time have been treated as Tax Preferred Units until each such limited partner has received an amount necessary to equal the net cash from operations previously distributed to the limited partners holding Cash Preferred 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;

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•	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 the General Partners until they have received 100% of their respective 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 sale of assets. Net income, as defined, of the Partnership will be allocated each year in the same proportion that net cash from operations is distributed to the partners holding Cash Preferred 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 holding Cash Preferred Units and 1% to the General Partners.

Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Tax Preferred Units and 1% to the General Partners until their capital accounts are reduced to zero; (b) then, to any partner having a positive balance in his capital account in an amount not to exceed such positive balance; and (c) thereafter, to the General Partners.

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Gain on the sale or exchange of the Partnership's properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Tax Preferred Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific 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.

Revenue Recognition

The Partnership's leases typically included renewal options, escalation provisions and provisions requiring tenants to reimburse the Partnership for a pro rata share of operating costs incurred. All of the Partnership's leases 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), was recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements were recognized as revenue in the period that the related operating cost is incurred and are billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance were recorded as deferred income in the accompanying balance sheets. Lease termination income was recognized when the tenant lost the right to lease the space and the Partnership had satisfied all obligations under the related lease or lease termination agreement.

The Partnership records the sale of real estate assets pursuant to the provisions of the property, plant, and equipment standard for real estate sales. Accordingly, gains 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 were recognized in full as of the sale date.

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 April ~~2013~~2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ~~2013~~2014-0708, Presentation of Financial Statements (Topic ~~Liquidation~~205) ~~Basis~~and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of ~~Accounting~~Disposals of Components of an Entity ("ASU ~~2013~~2014-0708"). ASU ~~2013~~2014-0708 ~~requires~~changes anthe ~~entity~~criteria for transactions that qualify to ~~prepare~~be ~~its~~reported ~~financial~~as ~~statements~~discontinued ~~using~~operations, ~~the~~and ~~liquidation~~enhances ~~basis~~disclosures offor ~~accounting~~transactions ~~when~~that ~~liquidation~~meet isthe ~~imminent~~new criteria in this area. ~~Liquidation~~ASU is2014-08 ~~considered~~limits ~~imminent~~discontinued ~~when~~operations ~~the~~reporting ~~likelihood~~to isdisposals ~~remote~~of ~~that~~components ~~the~~of ~~organization~~an ~~will~~entity ~~return~~that ~~from~~represent ~~liquidation~~strategic ~~and~~shifts ~~either:~~that have (aor will have) a ~~plan~~major ~~for~~effect ~~liquidation~~on isthe ~~approved~~entity’s byoperations ~~the~~and ~~person~~financial orresults. ~~persons~~ASU ~~with~~2014-08 ~~the~~requires ~~authority~~expanded todisclosures ~~make~~for ~~such~~discontinued aoperations ~~plan~~including ~~effective~~more ~~and~~information about the ~~likelihood~~assets, isliabilities, ~~remote~~revenues, ~~that~~and ~~the~~expenses ~~execution~~ of ~~the~~discontinued ~~plan~~operations. ~~will~~ASU be2014-08 ~~blocked~~also byrequires ~~other~~an ~~parties;~~entity to disclose the pre-tax profit or ~~(b)~~loss aof ~~plan~~an ~~for~~individually ~~liquidation~~significant iscomponent ~~being~~of ~~imposed~~an byentity ~~other~~that ~~forces~~does not qualify for discontinued operations reporting. ASU ~~2013~~2014-0708 ~~will~~is be effective for the ~~Partnership~~period beginning on January 1, ~~2014~~2015. The Partnership expects that the adoption of ASU ~~2013~~2014-0708 will not have a material impact on its financial statements or disclosures.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled to for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue guidance in GAAP when it becomes effective. ASU 2014-09 will be effective for the Partnership for the period beginning on January 1, 2017. Early adoption is not permitted. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Partnership is currently evaluating the impact that the adoption of ASU 2014-09 will have on its financial statements or disclosures. The Partnership has

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not yet selected a transition method nor have we determined the effect of the adoption of ASU 2014-09 on our ongoing financial reporting.


3.	INVESTMENT IN JOINT VENTURE

Due from Joint Venture

As of December 31, ~~2013~~2014 and ~~2012~~2013, due from joint venture represents the Partnership's share of operating cash flow to be distributed from the Joint Venture for the fourth quarter of ~~2013~~2014 and ~~2012~~2013, respectively.

Summary of Investment

The Partnership's investment and approximate ownership percentage in the Joint Venture as of December 31, ~~2013~~2014 and ~~2012~~2013 is summarized below:

	2013			2012
	2014			2013
	Amount		Percentage	Amount		Percentage
Fund XIII-XIV Associates	$	46,~~181~~879,~~372~~711	53%	$	4,~~249~~181,~~404~~372	53%

Summary of Activity

The Partnership's investment in the Joint Venture for the years ended December 31, ~~2013~~2014 and ~~2012~~2013 are presented below:



	2014			2013
Investment in Joint Venture, beginning of year	$	4,181,372		$	4,249,404
Equity in income of Joint Venture	2,807,123			383,726
Distributions from Joint Venture	(108,784		)	(451,758		)
Investment in Joint Venture, end of year	$	6,879,711		$	4,181,372

Summary of Financial Information

Condensed financial information for the Joint Venture as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013, and 2012 is presented below:



	Total Assets				Total Liabilities				Total Equity
	December 31,				December 31,				December 31,
	2014		2013		2014		2013		2014		2013
Fund XIII-XIV Associates	$	13,247,122	$	8,348,739	$	192,641	$	414,448	$	13,054,481	$	7,934,291



	Total Revenues						Loss from Continuing Operations									Income from Discontinued Operations						Net Income
	Years ended December 31,						Years ended December 31,									Years ended December 31,						Years ended December 31,
	2014		2013		2012		2014			2013			2012			2014		2013		2012		2014		2013		2012
Fund XIII-XIV Associates	$	—	$	—	$	—	$	(19,328	)	$	(25,063	)	$	(25,731	)	$	5,345,937	$	753,197	$	756,506	$	5,326,609	$	728,134	$	730,775

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	2013			2012
Investment in Joint Venture, beginning of year	$	4,249,404		$	4,225,161
Equity in income of Joint Venture	383,726			385,119
Distributions from Joint Venture	(451,758		)	(360,876		)
Investment in Joint Venture, end of year	$	4,181,372		$	4,249,404

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

Summary of Financial Information



	Year Ended						Year Ended						Year Ended
	December 31, 2014						December 31, 2013						December 31, 2012
	Operating Income		Gain on Sale		Total		Operating Income		Gain on Sale		Total		Operating Income		Gain on Sale		Total
Fund XIII-XIV Associates	$	794,455	$	4,551,482	$	5,345,937	$	753,197	$	—	$	753,197	$	756,506	$	—	$	756,506

~~Condensed~~On ~~financial~~December ~~information~~31, ~~for~~2014, Fund XIII-XIV Associates sold the ~~Joint~~Siemens ~~Venture~~- asOrlando ofBuilding ~~December 31,~~to ~~2013~~an ~~and~~unaffiliated ~~2012~~third ~~and~~party for ~~the~~a ~~years~~gross ~~ended~~sales ~~December 31~~price of $13,750,000, ~~2013~~exclusive of closing costs. As result of the sale, ~~2012~~the Partnership received net sale proceeds of approximately $6,880,000 and ~~2011~~was isallocated ~~presented~~a ~~below:~~gain of approximately $2,399,000.

	Total Assets				Total Liabilities				Total Equity
	December 31,				December 31,				December 31,
	2013		2012		2013		2012		2013		2012
Fund XIII-XIV Associates	$	8,348,739	$	8,450,047	$	414,448	$	386,662	$	7,934,291	$	8,063,385

	Total Revenues						Net Income
	Years ended December 31,						Years ended December 31,
	2013		2012		2011		2013		2012		2011
Fund XIII-XIV Associates	$	1,487,781	$	1,541,040	$	1,673,198	$	728,134	$	730,775	$	706,339


4.	RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

The Partnership ~~has~~ entered into a property management, leasing, and asset management agreement with Wells Management Company, Inc. ("Wells Management"), an affiliate of the General Partners. In accordance with the property management, leasing, and asset management agreement, Wells Management ~~receives~~received compensation for the management and leasing of the Partnership's properties owned directly or through the Joint Venture, equal to the lesser of (a) 4.5% of the gross revenues collected monthly; plus, a separate competitive fee for the one-time initial lease-up of newly constructed properties generally paid in conjunction with the receipt of the first month's rent, or (b) fees that would be paid to a comparable outside firm, which is assessed periodically based on market studies. In the case of commercial properties leased on a long-term net-lease basis (ten or more years), the maximum property management fee from such leases shall be 1% of the gross revenues generally paid over the life of the leases, except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original lease term. Management and leasing fees ~~are~~ paid by the Joint Venture ~~for the remaining property owned through the Joint Venture and, accordingly,~~ are included in equity in income of joint venture in the accompanying statements of operations. Management and leasing fees were paid by the Partnership for the properties owned directly. The Partnership's share of management, leasing and asset management fees and lease acquisition costs incurred by the properties owned directly and through the Joint Venture and payable to Wells Management is $127,~~557~~287, $5812,~~526~~557, and $3458,~~749~~526 for the years ended December 31, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

Administrative Reimbursements

Wells Capital, one of the Partnership's General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on 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 $5992,~~936~~146, $8859,~~877~~936, and $9788,~~091~~877 payable to Wells Capital and Wells Management for the years ended December 31, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership 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, 2014 and 2013 was comprised of administrative reimbursements due to Wells Capital and/or Wells Management.

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thereof on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of December 31, 2013 and 2012 was comprised of administrative reimbursements due to Wells Capital and/or Wells Management.

Conflicts of Interest

Wells Capital, one of our general 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 Capital may encounter conflicts of interest with regard to allocating human resources and making decisions related to investments, operations, and disposition-related activities.

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~~F- Capital and Wells Management are owned and controlled by WREF. The operations of Wells Capital, Wells Investment Securities, Inc., Wells Management, 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. 12

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.

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6either party upon 60 days' written notice. ~~DISCONTINUED~~As ~~OPERATIONS~~a result of these relationships, the Partnership's operations are dependent upon Wells Capital and Wells Management.

InWells ~~accordance~~Capital ~~with~~and ~~GAAP~~Wells Management are owned and controlled by WREF. The operations of Wells Capital, ~~the~~Wells ~~Partnership~~Investment ~~has~~Securities, ~~classified~~Inc., Wells Management, and their affiliates represent substantially all of the ~~results~~business of ~~operations~~WREF. ~~related~~Accordingly, towe focus on the ~~3675~~financial ~~Kennesaw~~condition ~~Building,~~of ~~which~~WREF ~~was~~when ~~sold~~assessing onthe ~~February~~financial ~~24,~~condition ~~2012,~~of Wells Capital and Wells Management. In the ~~150~~event ~~Apollo~~that ~~Drive~~WREF ~~property~~were to become unable to meet its obligations as they become due, ~~which~~we ~~was~~might ~~sold~~be onrequired ~~July~~to 21find alternative service providers. As of December 31, ~~2011~~2014, asthe ~~discontinued~~Partnership ~~operations~~has inno ~~the~~reason ~~accompanying~~to ~~statements~~believe ofthat ~~operations.~~WREF ~~The~~does ~~details~~not ~~comprising~~have ~~income~~access ~~from~~to ~~discontinued~~adequate ~~operations~~liquidity ~~for~~and ~~the~~capital resources, ~~years~~including ~~ended~~cash ~~2013~~on hand, ~~2012~~other investments and borrowing capacity, necessary to meet its current and ~~2011~~future ~~are~~obligations ~~presented~~as ~~below:~~they become due.

	2013		2012		2011
Revenues:
Rental income	$	—	$	46,043	$	746,337
Tenant reimbursements	5,586		13,827		268,139
Bad debt recoveries	—		546,109		—
Interest and other income	—		415		—
Total revenues	5,586		606,394		1,014,476
Expenses:
Property operating costs	—		5,051		181,504
Asset and property management fees:
Related-party	—		23,625		—
Other	—		—		16,069
Depreciation	—		3,500		183,023
Amortization	—		10,370		134,522
Bad debt expense	—		49,320		531,498
General and administrative expenses	—		24,758		122,087
Total expenses	—		116,624		1,168,703
Operating income (loss)	5,586		489,770		(154,227		)
Gain on sale of real estate assets	—		363,895		985,565
Income from Discontinued Operations	$	5,586	$	853,665	$	831,338


5.	DISCONTINUED OPERATIONS

7In accordance with GAAP, the Partnership has classified the results of operations related to the 3675 Kennesaw Building, which was sold on February 24, 2012, and the 150 Apollo Drive property, which was sold on July 21, 2011, as discontinued operations in the accompanying statements of operations. ~~PER-UNIT~~The ~~AMOUNTS~~details comprising income from discontinued operations for the years ended 2014, 2013, and 2012 are presented below:



	2014		2013		2012
Revenues:
Rental income	$	—	$	—	$	46,043
Tenant reimbursements	—		5,586		13,827
Bad debt recoveries	—		—		546,109
Interest and other income	—		—		415
Total revenues	—		5,586		606,394

Expenses:
Property operating costs	—		—		5,051
Asset and property management fees:
Related-party	—		—		23,625
Depreciation	—		—		3,500
Amortization	—		—		10,370
Bad debt expense	—		—		49,320
General and administrative expenses	—		—		24,758
Total expenses	—		—		116,624

Operating income	—		5,586		489,770
Gain on sale of real estate assets	—		—		363,895
Income from Discontinued Operations	$	—	$	5,586	$	853,665


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 statements of operations, 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 Cash Preferred Units and Tax Preferred Units, individual units have different characteristics including capital bases, cumulative operating and net property sales proceeds distributions and cumulative earnings allocations as a result of, among other things, the ability of limited partners to elect that their units be treated as Cash Preferred Units or Tax Preferred Units, or to change their prior elections, on a quarterly basis.

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

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7.	INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

A reconciliation of the Partnership's financial statement net income to net income (loss) presented in accordance with the federal income tax basis of accounting is as follows for the years ended December 31, 2014, 2013, and 2012:



	2014			2013			2012
Financial statement net income	$	2,610,250		$	245,582		$	1,084,426
Adjustments in net income resulting from:
Depreciation expense for financial reporting purposes (less than) greater than amounts for income tax purposes	(1,170		)	(17,832		)	(36,221		)
Amortization expense for financial reporting purposes greater than (less than) than amounts for income tax purposes	(157,838		)	11,023			43,083
Bad debt expense for financial reporting purposes in excess of amounts for income tax purposes	—			—			(494,683		)
Rental income for financial reporting purposes less than (greater than) amounts for income tax purposes	(273,628		)	9,368			(23,545		)
Gain on sale of property for financial reporting purposes in excess of amounts for income tax purposes	—			—			(1,196,830		)
Impairment losses taken for financial reporting purposes in excess of amounts for income tax purposes	(980,079		)	—			—
Other	(2,331		)	40,732			(11,433		)
Income tax basis net income (loss)	$	1,195,204		$	288,873		$	(635,203	)

A reconciliation of 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, 2014, 2013, and 2012:



	2014			2013			2012
Financial statement partners' capital	$	9,037,273		$	6,427,023		$	6,181,441
Increase (decrease) in partners' capital resulting from:
Accumulated depreciation expense for financial reporting purposes less than amounts for income tax purposes	(884,226		)	(883,056		)	(865,224		)
Accumulated amortization expense for financial reporting purposes greater than amounts for income tax purposes	5,511,701			5,669,539			5,658,516
Accumulated bad debt expense, net, for financial reporting purposes in excess of amounts for income tax purposes	11,428			11,428			11,428
Capitalization of syndication costs for income tax purposes, which are accounted for as cost of capital for financial reporting purposes	4,295,484			4,295,484			4,295,484
Capitalization of organization costs for income tax purposes, which are expensed for financial reporting purposes	47,171			47,171			47,171
Accumulated rental income accrued for financial reporting purposes greater than amounts for income tax purposes	(1,063,426		)	(789,798		)	(799,166		)
Gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes	(6,919,707		)	(5,939,628		)	(5,939,628		)
Accumulated impairment losses taken for financial reporting purposes in excess of amounts for income tax purposes	3,314,032			3,314,032			3,314,032
Section 734 Adjustment – Tax Preferred Partners’ step-up in basis	1,754,375			1,754,375			1,754,375
Other	15,259			17,590			(23,142		)
Income tax basis partners' capital	$	15,119,364		$	13,924,160		$	13,635,287

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8. ~~INCOME~~QUARTERLY ~~TAX~~RESULTS ~~BASIS NET INCOME AND PARTNERS' CAPITAL~~(UNAUDITED)

APresented ~~reconciliation~~below ofis ~~the~~a ~~Partnership's~~summary ~~financial~~of ~~statement net income (loss) to net income (loss) presented in accordance with~~ the ~~federal~~unaudited ~~income~~quarterly ~~tax~~financial ~~basis~~information ~~of accounting is as follows~~ for the years ended December 31, ~~2013,~~2014 ~~2012,~~ and ~~2011~~2013:

	2013			2012			2011
	2014 Quarter Ended
Financial statement net income	$	245,582		$	1,084,426		$	1,060,022
	March 31			June 30			September 30			December 31
Adjustments in net income resulting from:
Revenues	$	189		$	191		$	246		$	150
Depreciation expense for financial reporting purposes (less than) greater than amounts for income tax purposes	(17,832		)	(36,221		)	12,356
Equity in income of joint venture	$	111,300		$	73,544		$	119,510		$	2,502,769
Amortization expense for financial reporting purposes greater than (less than) than amounts for income tax purposes	11,023			43,083			(710,829		)
Net income	$	53,177		$	16,835		$	77,787		$	2,462,451
Bad debt expense for financial reporting purposes in excess of amounts for income tax purposes	—			(494,683		)	492,678
Net income allocated to:
Rental income for financial reporting purposes less than (greater than) amounts for income tax purposes	9,368			(23,545		)	(244,747		)
Cash Preferred limited partners:
Gain on sale of property for financial reporting purposes in excess of amounts for income tax purposes	—			(1,196,830		)	(4,330,395		)
Income from continuing operations	$	52,646		$	16,667		$	77,009		$	657,775
Other	40,732			(11,433		)	(37,426		)
Income from discontinued operations	—			—			—			—
Income tax basis net income (loss)	$	288,873		$	(635,203	)	$	(3,758,341	)
Net income allocated to Cash Preferred limited partners	$	52,646		$	16,667		$	77,009		$	657,775
Tax Preferred limited partners:
Income from continuing operations	$	—		$	—		$	—		$	1,804,037
Income from discontinued operations	—			—			—			—
Net income allocated to Tax Preferred limited partners	$	—		$	—		$	—		$	1,804,037
General partners:
Income from continuing operations	$	531		$	168		$	778		$	639
Income from discontinued operations	—			—			—			—
Net income allocated to general partners	$	531		$	168		$	778		$	639
Net income per weighted-average limited partner unit:
Cash Preferred:
Income from continuing operations(a)	$	0.02		$	0.01		$	0.03		$	0.21
Income from discontinued operations	—			—			—			—
Net income per Cash Preferred limited partner unit	$	0.02		$	0.01		$	0.03		$	0.21
Tax Preferred:
Income from continuing operations	$	—		$	—		$	—		$	4.50
Income from discontinued operations	—			—			—			—
Net income per Tax Preferred limited partner unit	$	—		$	—		$	—		$	4.50
Distributions of operating cash flow per weighted-average limited partner unit:
Cash Preferred	$	—		$	—		$	—		$	—
Tax Preferred	—			—			—			—
Total distributions of operating cash flow per limited partner unit	$	—		$	—		$	—		$	—
Distributions of net sale proceeds per weighted-average limited partner unit:
Cash Preferred	$	—		$	—		$	—		$	—
Tax Preferred	—			—			—			—
Total distributions of net sale proceeds per limited partner unit	$	—		$	—		$	—		$	—

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, 2013, 2012, and 2011:

	2013			2012			2011
Financial statement partners' capital	$	6,427,023		$	6,181,441		$	16,597,015
Increase (decrease) in partners' capital resulting from:
Accumulated depreciation expense for financial reporting purposes less than amounts for income tax purposes	(883,056		)	(865,224		)	(829,003		)
Accumulated amortization expense for financial reporting purposes greater than amounts for income tax purposes	5,669,539			5,658,516			5,615,433
Accumulated bad debt expense, net, for financial reporting purposes in excess of amounts for income tax purposes	11,428			11,428			506,111
Capitalization of syndication costs for income tax purposes, which are accounted for as cost of capital for financial reporting purposes	4,295,484			4,295,484			4,295,484
Capitalization of organization costs for income tax purposes, which are expensed for financial reporting purposes	47,171			47,171			47,171
Accumulated rental income accrued for financial reporting purposes greater than amounts for income tax purposes	(789,798		)	(799,166		)	(775,621		)
Gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes	(5,939,628		)	(5,939,628		)	(4,742,798		)
Accumulated impairment losses taken for financial reporting purposes in excess of amounts for income tax purposes	3,314,032			3,314,032			3,314,032
Section 734 Adjustment – Tax Preferred Partners’ step-up in basis	1,754,375			1,754,375			—
Other	17,590			(23,142		)	(11,709		)
Income tax basis partners' capital	$	13,924,160		$	13,635,287		$	24,016,115

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9. QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2013 and 2012:



	2013 Quarter Ended
	March 31		June 30		September 30		December 31
Revenues	$	185	$	191	$	198	$	193
Equity in income of joint venture	$	102,356	$	62,915	$	120,093	$	98,362
Income from discontinued operations	$	—	$	5,586	$	—	$	—
Net income	$	53,039	$	37,590	$	91,598	$	63,355
Net income allocated to:
Cash Preferred limited partners:
Income from continuing operations	$	52,509	$	31,684	$	90,682	$	62,721
Income from discontinued operations	—		5,530		—		—
Net income allocated to Cash Preferred limited partners	$	52,509	$	37,214	$	90,682	$	62,721
Tax Preferred limited partners:
Income from continuing operations	$	—	$	—	$	—	$	—
Income from discontinued operations	—		—		—		—
Net income allocated to Tax Preferred limited partners	$	—	$	—	$	—	$	—
General partners:
Income from continuing operations	$	530	$	320	$	916	$	634
Income from discontinued operations	—		56		—		—
Net income allocated to general partners	$	530	$	376	$	916	$	634
Net income per weighted-average limited partner unit:
Cash Preferred:
Income from continuing operations	$	0.02	$	0.01	$	0.03	$	0.02
Income from discontinued operations	—		—		—		—
Net income per Cash Preferred limited partner unit	$	0.02	$	0.01	$	0.03	$	0.02
Tax Preferred:
Income from continuing operations	$	—	$	—	$	—	$	—
Income from discontinued operations	—		—		—		—
Net income per Tax Preferred limited partner unit	$	—	$	—	$	—	$	—
Distributions of operating cash flow per weighted-average limited partner unit:
Cash Preferred	$	—	$	—	$	—	$	—
Tax Preferred	—		—		—		—
Total distributions of operating cash flow per limited partner unit	$	—	$	—	$	—	$	—
Distributions of net sale proceeds per weighted-average limited partner unit:
Cash Preferred	$	—	$	—	$	—	$	—
Tax Preferred	—		—		—		—
Total distributions of net sale proceeds per limited partner unit	$	—	$	—	$	—	$	—


^(a)	The quarterly per-unit amounts have been calculated using actual income for the respective quarters. Conversely, the corresponding annual income per-unit amounts have been calculated assuming that income 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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	2012 Quarter Ended
	March 31			June 30			September 30		December 31
Revenues	$	5,020		$	3,363		$	2,427	$	983
Equity in income of joint venture	$	108,451		$	94,556		$	84,809	$	97,303
Income (loss) from discontinued operations	$	857,269		$	(3,789	)	$	185	$	—
Net income	$	916,476		$	54,841		$	51,182	$	61,927
Net income (loss) allocated to:
Cash Preferred limited partners:
Income (loss) from continuing operations	$	99,837		$	(456,855	)	$	50,487	$	(890,244	)
Income (loss) from discontinued operations	503,093			(1,236		)	183		—
Net income (loss) allocated to Cash Preferred limited partners	$	602,930		$	(458,091	)	$	50,670	$	(890,244	)
Tax Preferred limited partners:
Income (loss) from continuing operations	$	(41,222	)	$	514,899		$	—	$	951,552
Income (loss) from discontinued operations	349,242			(2,515		)	—		—
Net income allocated to Tax Preferred limited partners	$	308,020		$	512,384		$	—	$	951,552
General partners:
Income from continuing operations	$	592		$	586		$	510	$	619
Income (loss) from discontinued operations	4,934			(38		)	2		—
Net income allocated to general partners	$	5,526		$	548		$	512	$	619
Net income (loss) per weighted-average limited partner unit:
Cash Preferred:
Income (loss) from continuing operations(a)	$	0.04		$	(0.17	)	$	0.02	$	(0.29	)
Income (loss) from discontinued operations(a)	0.19			—			—		—
Net income (loss) per Cash Preferred limited partner unit(a)	$	0.23		$	(0.17	)	$	0.02	$	(0.29	)
Tax Preferred:
Income (loss) from continuing operations(a)	$	(0.05	)	$	0.62		$	—	$	2.38
Income (loss) from discontinued operations(a)	0.42			—			—		—
Net income per Tax Preferred limited partner unit(a)	$	0.37		$	0.62		$	—	$	2.38
Distributions of operating cash flow per weighted-average limited partner unit:
Cash Preferred	$	—		$	—		$	—	$	—
Tax Preferred	—			—			—		—
Total distributions of operating cash flow per limited partner unit	$	—		$	—		$	—	$	—
Distributions of net sale proceeds per weighted-average limited partner unit:
Cash Preferred(b)	$	—		$	2.02		$	—	$	1.15
Tax Preferred(b)	—			1.99			—		2.38
Total distributions of net sale proceeds per limited partner unit	$	—		$	4.01		$	—	$	3.53


9.	GENERAL AND ADMINISTRATIVE COSTS

~~(a)~~General ~~The~~and ~~quarterly~~administrative ~~per-unit~~costs ~~amounts have been calculated using actual income (loss)~~ for the ~~respective~~years ~~quarters.~~ended ~~Conversely~~December 31, ~~the~~2014, ~~corresponding~~2013, ~~annual~~and ~~income~~2012 ~~(loss)~~are ~~per-unit~~composed ~~amounts~~of ~~have been calculated assuming that income (loss) was earned ratably over~~ the ~~year.~~following ~~As a result~~items, ~~the~~portions ~~sum~~ of ~~these~~which ~~quarterly~~are ~~per-unit~~included ~~amounts~~in ~~does~~income ~~not~~from ~~equal~~discontinued ~~the~~operations ~~respective annual per-unit amount presented~~ in the accompanying ~~financial~~ statements. of operations:

(b) The quarterly per-unit amounts have been calculated using actual distributions for the respective quarters. Conversely, the corresponding distributions-per-unit amounts have been calculated assuming that distributions were earned ratably over the year. As a result, the sum of these quarterly per-unit amounts does not equal the respective annual per-unit amount presented in the accompanying financial statements. In addition, the distribution of net sale proceeds for the fourth quarter of 2012 were paid to investors on record as of September 30, 2012. The amounts above were calculated based on the shares outstanding for the fourth quarter of 2012 which included the share conversion elections that were effective October 1, 2012.



	2014		2013		2012
Salary reimbursements	$	92,146	$	59,936	$	88,877
Other professional fees	55,202		23,008		13,130
Independent accounting fees	25,433		34,475		45,610
Printing and notebooks	10,543		15,485		17,471
Transfer agent fees	3,482		3,663		1,735
Postage and delivery expenses	3,359		2,301		7,015
Legal fees	3,353		3,364		11,265
Computer costs	1,958		936		1,526
Bank service charges	1,515		220		586
Other general and administrative	658		1,109		548
Taxes and licensing fees	—		—		3,146
Total general and administrative costs	$	197,649	$	144,497	$	190,909


10.	COMMITMENTS AND CONTINGENCIES

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.

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10. GENERAL AND ADMINISTRATIVE COSTS

General and administrative costs for the years ended December 31, 2013, 2012, and 2011 are composed of the following items, portions of which are included in income from discontinued operations in the accompanying statements of operations:

	2013		2012		2011
Salary reimbursements	$	59,936	$	88,877	$	103,467
Independent accounting fees	34,475		45,610		59,342
Other professional fees	23,008		13,130		3,210
Printing and notebooks	15,485		17,471		21,898
Transfer agent fees	3,663		1,735		—
Legal fees	3,364		11,265		77,316
Postage and delivery expenses	2,301		7,015		5,320
Other general and administrative	1,109		548		794
Computer costs	936		1,526		1,759
Bank service charges	220		586		1,513
Taxes and licensing fees	—		3,146		206
Total general and administrative costs	$	144,497	$	190,909	$	274,825

11. COMMITMENTS AND CONTINGENCIES

Certain lease agreements include provisions that, at the option of the tenant, may obligate the Partnership to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant. In May 2013, Fund XIII-XIV Associates executed a lease amendment with Cemex Construction Materials Florida, LLC ("Cemex") at the Siemens - Orlando Building. As a result, Cemex has the right to request the reimbursement of agreed upon tenant improvements estimated at approximately $135,000, which would be required to be funded by Fund XIII-XIV Associates.

14. SUBSEQUENT EVENT

Leasing Activity at the Siemens - Orlando Building

On March 17, 2014, Fund XIII-XIV Associates entered into the fifth amendment to the lease agreement with Siemens Real Estate ("Siemens") at the Siemens - Orlando Building, which extended the lease term from May 1, 2014 to April 30, 2019. Following a seven month base rental abatement period, annual base rent per square foot will be $14.00 and shall be payable through April 30, 2015. The base rent is scheduled to increase by $0.50 annually beginning on May 1, 2015. In addition to monthly base rent, Siemens is required to reimburse Fund XIII-XIV Associates for its pro rata share of all operating costs and real estate taxes for the Siemens - Orlando Building with no annual cap. Siemens is entitled to a landlord-funded tenant allowance of approximately $100,000.

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Table of Contents

WELLS REAL ESTATE FUND XIV, L.P.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

DECEMBER 31, 2013

			Initial Cost							Gross Carrying Amount as of December 31, 2013
Description	Ownership	Encumbrances	Land		Buildings andImprovements		Costs Capitalized Subsequent to Acquisition(c)			Land		Buildings andImprovements		Intangible Lease Asset		Construction in Progress		Total		AccumulatedDepreciation & Amortization(b)		Date ofConstruction	DateAcquired
SIEMENS - ORLANDO BUILDING (a)	53%	None	$	1,950,000	$	8,734,436	$	(718,425	)	$	2,031,250	$	7,928,991	$	—	$	5,770	$	9,966,011	$	2,270,909	2001	10/30/2003

(a) The Siemens - Orlando Building comprises two single-story office buildings located in Orlando, Florida, owned by Fund XIII-XIV Associates.

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

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

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Table of Contents

WELLS REAL ESTATE FUND XIV, L.P.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

AND AMORTIZATION

DECEMBER 31, ~~2013~~2014

	Cost			AccumulatedDepreciation & Amortization
BALANCE AT DECEMBER 31, 2010	$	20,237,884		$	3,319,659
BALANCE AT DECEMBER 31, 2011	$	12,567,440		$	2,748,844
2011 additions	109,445			639,367
2011 dispositions	(7,779,889		)	(1,210,182		)
BALANCE AT DECEMBER 31, 2011	12,567,440			2,748,844
2012 additions	255,870			257,372
2012 dispositions	(2,479,651		)	(603,233		)
BALANCE AT DECEMBER 31, 2012	10,343,659			2,402,983
2013 additions	6,480			252,054
2013 dispositions	(384,128		)	(384,128		)
BALANCE AT DECEMBER 31, 2013	$9,966,011	~~9,966,011~~		$2,270,909	~~2,270,909~~
2014 additions	148,908			263,552
2014 dispositions	(10,114,919		)	(2,534,461		)
BALANCE AT DECEMBER 31, 2014	$	—		$	—

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Fund XIII and Fund XIV Associates:

We have audited the accompanying balance sheets of Fund XIII and Fund XIV Associates (the "Joint Venture") as of December 31, ~~2013~~2014 and ~~2012~~2013, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, ~~2013~~2014. In connection with our audits of the financial statements, we also have audited financial statement Schedule III, real estate and accumulated depreciation and amortization. These financial statements and financial statement ~~Schedule~~schedule ~~III~~ are the responsibility of the Joint Venture's management. Our responsibility is to express an opinion on these financial statements and financial statement ~~Schedule~~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 XIII and Fund XIV Associates as of December 31, ~~2013~~2014 and ~~2012~~2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2013~~2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement Schedule III, real estate and accumulated depreciation and amortization, 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 2831, ~~2014~~2015

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Table of Contents

FUND XIII AND FUND XIV ASSOCIATES

BALANCE SHEETS

	December 31, 2013		December 31, 2012
	December 31, 2014		December 31, 2013
Assets:
Real estate assets, at cost:
Land	$	~~2,031,250~~—	$	2,031,250
Building and improvements, less accumulated depreciation of $2,270,909 and $2,032,332 at December 31, 2013 and 2012, respectively	5,658,082		5,895,949
Building and improvements, less accumulated depreciation of $0 and $2,270,909 at December 31, 2014 and 2013, respectively	—		5,658,082
Intangible lease assets, less accumulated amortization of $0 and $370,651 at December 31, 2013 and 2012, respectively	—		13,477
Construction in progress	—		5,770
Construction in progress	5,770		—
Total real estate assets	—		7,695,102
Total real estate assets	7,695,102		7,940,676
Cash and cash equivalents	13,238,405		400,533
Cash and cash equivalents	400,533		345,888
Tenant receivables	—		127,640
Tenant receivables	127,640		47,921
Deferred leasing costs, less accumulated amortization of $0 and $94,499 at December 31, 2014 and 2013, respectively	—		113,699
Intangible lease origination costs, less accumulated amortization of $0 and $204,547 at December 31, 2013 and 2012, respectively	—		7,438
Other assets	8,717		11,765
Deferred leasing costs, less accumulated amortization of $94,499 and $34,980 at December 31, 2013 and 2012, respectively	113,699		94,962
Total assets	$	13,247,122	$	8,348,739
Other assets	11,765		13,162
Total assets	$	8,348,739	$	8,450,047
Liabilities:
Accounts payable and accrued expenses	$	2891,~~505~~671	$	1428,~~554~~505
Accrued capital expenditures	—		58,451
Due to affiliate	2,274		237
Due to affiliate	237		5,429
Deferred income	26,837		138,926
Deferred income	138,926		116,142
Partnership distributions payable	71,859		246,780
Partnership distributions payable	246,780		192,086
Total liabilities	192,641		414,448
Total liabilities	414,448		386,662
Partners' Capital:
Wells Real Estate Fund XIII, L.P.	36,~~752~~174,~~920~~770		3,~~813~~752,~~981~~920
Wells Real Estate Fund XIV, L.P.	46,~~181~~879,~~371~~711		4,~~249~~181,~~404~~371
Total partners' capital	713,~~934~~054,~~291~~481		87,~~063~~934,~~385~~291
Total liabilities and partners' capital	$	813,~~348~~247,~~739~~122	$	8,~~450~~348,~~047~~739

See accompanying notes.

F- 2220

Table of Contents

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2013			2012			2011
	2014			2013			2012
Revenues:
Rental income	$	1,191,712		$	1,191,591		$	1,296,901
Tenant reimbursements	295,757			348,776			375,907
Interest and other income	312			673			390
Total revenues	1,487,781			1,541,040			1,673,198
Expenses:
Property operating costs	306,687			341,914			341,185
General and administrative	$	19,328		$	25,063		$	25,731
Management and leasing fees:
Total expenses	19,328			25,063			25,731
Related-party	23,828			66,226			65,937
Loss from Continuing Operations	(19,328		)	(25,063		)	(25,731		)
Other	43,200			—			8,333
Discontinued Operations:
Depreciation	238,577			207,293			374,798
Operating income	794,455			753,197			756,506
Amortization	79,352			109,132			107,945
Gain on sale of real estate assets	4,551,482			—			—
General and administrative	68,003			85,700			68,661
Income from Discontinued Operations	5,345,937			753,197			756,506
Total expenses	759,647			810,265			966,859
Net Income	$	5,326,609		$	728,134		$	730,775
Net Income	$	728,134		$	730,775		$	706,339

See accompanying notes.

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Table of Contents

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, ~~2013~~2014, ~~2012~~2013, AND ~~2011~~2012

	Wells Real EstateFund XIII, L.P			Wells Real EstateFund XIV, L.P.			TotalPartners'Capital
Balance, December 31, 2010	$	3,976,138		$	4,430,074		$	8,406,212
Balance, December 31, 2011	$	3,792,223		$	4,225,161		$	8,017,384
Net income	334,099			372,240			706,339
Partnership distributions	(518,014		)	(577,153		)	(1,095,167		)
Balance, December 31, 2011	3,792,223			4,225,161			8,017,384
Net income	345,657			385,118			730,775
Partnership distributions	(323,899		)	(360,875		)	(684,774		)
Balance, December 31, 2012	3,813,981			4,249,404			8,063,385
Net income	344,408			383,726			728,134
Partnership distributions	(405,469		)	(451,759		)	(857,228		)
Balance, December 31, 2013	$3,752,920	~~3,752,920~~		$4,181,371	~~4,181,371~~		$7,934,291	~~7,934,291~~
Net income	2,519,486			2,807,123			5,326,609
Partnership distributions	(97,636		)	(108,783		)	(206,419		)
Balance, December 31, 2014	$	6,174,770		$	6,879,711		$	13,054,481

See accompanying notes.

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Table of Contents

FUND XIII AND FUND XIV ASSOCIATES

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2013			2012			2011
	2014			2013			2012
Cash Flows From Operating Activities:
Net income	$	~~728~~5,~~134~~326,609		$	~~730~~728,~~775~~134		$	~~706~~730,~~339~~775
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	238,577			207,293			374,798
Gain on sale of real estate assets	(4,551,482		)	—			—
Amortization	80,434			112,381			111,194
Depreciation	263,552			238,577			207,293
Amortization	68,334			80,434			112,381
Changes in assets and liabilities:
(Increase) decrease in tenant receivables	(79395,~~719~~399		)	13(79,~~800~~719		)	1113,~~356~~800
Decrease (increase) in other assets	13,~~397~~048			(21,~~538~~397		)	(2,~~902~~538		)
Increase (decrease) in accounts payable and accrued expenses	1363,~~951~~166			~~(18~~13,~~736~~951		)	9(18,~~548~~736		)
(Decrease) increase in due to affiliate	(5,192		)	(29,716		)	30,602
Increase (decrease) in due to affiliate	2,037			(5,192		)	(29,716		)
Increase (decrease) in deferred income	22,784			(2,846		)	(38,189		)
(Decrease) increase in deferred income	(112,089		)	22,784			(2,846		)
Net cash provided by operating activities	1667,~~000,366~~776			1,~~010~~000,~~413~~366			1,~~208~~010,~~550~~413
Cash Flows From Investing Activities:
Investment in real estate assets	(64,931		)	(197,419		)	(109,445		)
Net proceeds from sale of real estate	12,954,481			—			—
Payment of deferred leasing costs	(78,256		)	(129,942		)	(20,350		)
Investment in real estate assets	(148,908		)	(64,931		)	(197,419		)
Net cash used in investing activities	(143,187		)	(327,361		)	(129,795		)
Payment of deferred leasing costs	(254,137		)	(78,256		)	(129,942		)
Net cash provided by (used in) investing activities	12,551,436			(143,187		)	(327,361		)
Cash Flows From Financing Activities:
Operating distributions to joint venture partners in excess of accumulated earnings	(~~802~~381,~~534~~340		)	(~~745~~802,~~189~~534		)	(1745,~~045,803~~189		)
Net Increase (Decrease) In Cash And Cash Equivalents	5412,~~645~~837,872			~~(62~~54,~~137~~645		)	32(62,~~952~~137		)
Cash And Cash Equivalents, beginning of year	~~345~~400,~~888~~533			~~408~~345,~~025~~888			~~375~~408,~~073~~025
Cash And Cash Equivalents, end of year	$	~~400~~13,~~533~~238,405		$	~~345~~400,~~888~~533		$	~~408~~345,~~025~~888
Supplemental Disclosure Of Noncash Investing and Financing Activities:
Partnership distributions payable	$	~~246~~71,~~780~~859		$	~~192~~246,~~086~~780		$	~~252~~192,~~501~~086
Accrued capital expenditures	$	—		$	~~58,451~~—		$	—58,451

See accompanying notes.

F- 2523

Table of Contents

FUND XIII AND FUND XIV ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2013,~~2014 ~~2012,~~ AND ~~2011~~2013


1.	ORGANIZATION AND BUSINESS

On August 20, 2003, Wells Real Estate Fund XIII, L.P. ("Fund XIII") and Wells Real Estate Fund XIV, L.P. ("Fund XIV") entered into a Georgia general partnership to form Fund XIII and Fund XIV Associates (the "Joint Venture"). The general partners of Fund XIII and Fund XIV are Leo F. Wells, III and Wells Capital, Inc. ("Wells Capital").

The Joint Venture was formed to acquire and operate commercial rental properties. On October 30, 2003, the Joint Venture purchased two single-story office buildings containing approximately 82,000-square-feet, the Siemens - Orlando Building, located in Orlando, Florida. On December 19, 2003, the Joint Venture acquired the Randstad - Atlanta Building, a four-story office building containing approximately 65,000 aggregate rentable square feet located in Atlanta, Georgia. On March 26, 2004, the Joint Venture purchased an approximately 120,000-square-foot, one story office and warehouse building, 7500 Setzler Parkway, located in Brooklyn Park, Minnesota. Ownership interests were recomputed based on relative cumulative capital contributions from the joint venture partners.

On January 31, 2007, the Joint Venture sold 7500 Setzler Parkway to an unrelated third party for a gross sale price of $8,950,000. As a result of the sale, the Joint Venture recognized a gain of approximately $2,166,000 and received net sale proceeds of approximately $8,723,000.

On April 24, 2007, the Joint Venture sold the Randstad - Atlanta Building to an unrelated third party for a gross sale price of $9,250,000. As a result of the sale, the Joint Venture recognized a gain of approximately $2,938,000 and received net sale proceeds of approximately $8,993,000.

On December 31, 2014, the Joint Venture sold the Siemens - Orlando Building to an unrelated third party for a gross sale price of $13,570,000. As a result of the sale, the Joint Venture recognized a gain of approximately $4,551,000 and received net sale proceeds of approximately $12,954,000.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

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

Real Estate Assets

Investment in Real Estate Assets

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

~~The Joint Venture's real estate assets are depreciated or amortized using the straight~~F-~~line~~ ~~method over the following useful lives:~~24

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

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



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

Evaluating the Recoverability of Real Estate Assets

Management continually ~~monitors~~monitored events and changes in circumstances that could ~~indicate~~have indicated that the carrying amounts of the real estate assets and related intangible assets owned by the Joint Venture ~~may~~would not behave been recoverable. When indicators of potential impairment ~~are~~were present, which ~~suggest~~suggested that the carrying amounts of the real estate assets and related intangible assets ~~may~~were not be recoverable, management ~~assesses~~assessed the recoverability of the real estate assets and related intangible assets by determining whether ~~the~~their 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~~such 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 assets' carrying values, management ~~adjusts~~adjusted the real estate assets to the respective estimated fair values, pursuant of 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, the Joint Venture's remaining asset 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 is based on the lowest level input that is 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.

Evaluating the Recoverability of Intangible Assets and Liabilities

The values of intangible lease assets ~~and~~were ~~liabilities are~~ determined based on assumptions made at the time of acquisition and have defined useful lives, which ~~correspond~~corresponded with the lease terms. There may behave been instances in which intangible lease assets ~~and~~became ~~liabilities become~~ impaired and the ~~Joint~~Partnership ~~Venture~~was is required to expense the remaining asset ~~or liability~~ immediately or over a shorter period of time. Lease restructurings, including but not limited to lease terminations and lease extensions, may ~~impact~~have impacted the value and useful life of in-place leases. In-place leases that ~~are~~were terminated, partially terminated, or modified ~~will~~would behave been evaluated for impairment if the original in-place lease terms ~~have~~ had been modified. In situations where the discounted cash flows of the modified in-place lease stream were ~~are~~ less than the discounted cash flows of the original in-place lease stream, the ~~Joint~~Partnership ~~Venture~~reduced ~~reduces~~ the carrying value of the intangible lease assets to reflect the modified lease terms and ~~recognizes~~recognized an impairment loss. For in-place lease extensions that ~~are~~were executed more than one year prior to the original in-place lease expiration date, the useful life of the in-place lease ~~will~~would behave been extended over the new lease term with the exception of those in-place lease components, such as lease commissions and tenant allowances, which would have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, ~~will~~would behave been amortized over the shorter of the useful life of the asset or the new lease term.

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AsDuring ofthe years ended December 31, 2014, 2013, and 2012, the Joint Venture ~~had~~recognized the following ~~intangible~~amortization ~~in-place~~of intangible lease assets ~~and liabilities~~:

	As of December 31, 2012
	Intangible Lease Assets						Intangible Lease Origination Costs
	Above-Market In-Place Lease Assets			Absorption Period Costs
For the year ending December 31:	Above-Market In-Place Lease Assets			Absorption Period Costs
Gross	$	30,864		$	353,264		$	211,985
2014	$	—		$	—		$	—
Accumulated Amortization	$	(29,782	)	$	(340,869	)	$	(204,547	)
2013	$	1,082		$	12,395		$	7,438
Net	$	1,082		$	12,395		$	7,438
2012	$	3,249		$	37,186		$	22,314

During the years ended December 31, 2013, 2012, and 2011, the Joint Venture recognized the following amortization of intangible lease assets and liabilities:

	Intangible Lease Assets				Intangible Lease Origination Costs
For the year ending December 31:	Above-Market In-Place Lease Assets		Absorption Period Costs
2013	$	1,082	$	12,395	$	7,438
2012	$	3,249	$	37,186	$	22,314
2011	$	3,249	$	37,185	$	22,314

Cash and Cash Equivalents

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

Tenant Receivables

Tenant receivables ~~are~~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 ~~are~~were written off to lease termination expense. Tenant receivables ~~are~~were recorded at the original amount earned, less an allowance for any doubtful accounts, which ~~approximates~~approximated fair value. Management ~~assesses~~assessed the collectibility of tenant receivables on an ongoing basis and ~~provides~~provided for allowances as such balances, or portions thereof, ~~become~~became uncollectible. No such allowances ~~have~~were ~~been~~ recorded as of December 31, 2013 ~~or 2012~~.

Deferred Leasing Costs

Deferred ~~leasing~~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 four 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 as of December 31, ~~2013~~2014 and ~~2012~~2013 are comprised of the following items:

	2013		2012
	2014		2013
Prepaid expenses	$	52,~~201~~658	$	65,~~598~~201
Utility deposits	6,~~564~~059		6,564
Total	$	118,~~765~~717	$	1311,~~162~~765

F-Prepaid 28expenses are recognized as the related services are provided. Utility deposits represent cash deposits paid to utility companies. Balances without a future economic benefit are written off as they are identified.

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Prepaid expenses are recognized as the related services are provided. Utility deposits represent cash deposits paid to utility companies. Balances without a future economic benefit are written off as they are identified. No such allowances have been recorded as of December 31, 2013 or 2012.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based upon their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund XIII and Fund XIV held ownership interests in the Joint Venture of approximately 47% and 53%, respectively, for the years ended December 31, ~~2013~~2014 and ~~2012~~2013. 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) is recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements are recognized as revenue in the period that the related operating cost is incurred and are billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying balance sheets. Lease termination income is recognized when the tenant loses the right to lease the space and the Joint Venture has satisfied all obligations under the related lease or lease termination agreement.

~~The~~F- Joint Venture records 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 recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses are recognized in full as of the sale date.26

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Consumer Price Index) was recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements were recognized as revenue in the period that the related operating cost was incurred and were billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance were recorded as deferred income in the accompanying balance sheets. Lease termination income was recognized when the tenant lost the right to lease the space and the Joint Venture had satisfied all obligations under the related lease or lease termination agreement.

The Joint Venture 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 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 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 XIII and Fund XIV are required to include their respective share of profits and losses from the Joint Venture in their individual income tax returns.

Recent Accounting ~~Pronouncement~~Pronouncements

In April ~~2013~~2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ~~2013~~2014-0708, Presentation of Financial Statements (Topic ~~Liquidation~~205) ~~Basis~~and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of ~~Accounting~~Disposals of Components of an Entity ("ASU ~~2013~~2014-0708"). ASU ~~2013~~2014-0708 ~~requires~~changes anthe ~~entity~~criteria for transactions that qualify to ~~prepare~~be ~~its~~reported ~~financial~~as ~~statements~~discontinued ~~using~~operations, ~~the~~and ~~liquidation~~enhances ~~basis~~disclosures offor ~~accounting~~transactions ~~when~~that ~~liquidation~~meet isthe ~~imminent~~new criteria in this area. ~~Liquidation~~ASU is2014-08 ~~considered~~limits ~~imminent~~discontinued ~~when~~operations ~~the~~reporting ~~likelihood~~to isdisposals ~~remote~~of ~~that~~components ~~the~~of ~~organization~~an ~~will~~entity ~~return~~that ~~from~~represent ~~liquidation~~strategic ~~and~~shifts ~~either:~~that have (aor will have) a ~~plan~~major ~~for~~effect ~~liquidation~~on isthe ~~approved~~entity’s byoperations ~~the~~and ~~person~~financial orresults. ~~persons~~ASU ~~with~~2014-08 ~~the~~requires ~~authority~~expanded todisclosures ~~make~~for ~~such~~discontinued aoperations ~~plan~~including ~~effective~~more ~~and~~information about the ~~likelihood~~assets, isliabilities, ~~remote~~revenues, ~~that~~and ~~the~~expenses ~~execution~~ of ~~the~~discontinued ~~plan~~operations. ~~will~~ASU be2014-08 ~~blocked~~also byrequires ~~other~~an ~~parties;~~entity to disclose the pre-tax profit or ~~(b)~~loss aof ~~plan~~an ~~for~~individually ~~liquidation~~significant iscomponent ~~being~~of ~~imposed~~an byentity ~~other~~that ~~forces~~does not qualify for discontinued operations reporting. ASU ~~2013~~2014-0708 ~~will~~is be effective for the ~~Joint~~period ~~Venture~~ beginning on January 1, ~~2014~~2015. The ~~Joint~~Partnership ~~Venture~~ expects that the adoption of ASU ~~2013~~2014-0708 will not have a material impact on its financial statements or disclosures.


3.	RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

Fund XIII and Fund XIV entered into property management and leasing agreements with Wells Management Company, Inc. ("Wells Management"), an affiliate of their general partners. In accordance with the property management and leasing agreements, Wells Management receives compensation for the management and leasing of the Joint Venture's property. The Joint Venture will pay Wells Management management and leasing fees equal to the lesser of (a) fees that would be paid to a comparable outside firm, which is assessed periodically based on market studies; or (b) 4.5% of the gross revenues generally paid over the life of the lease, plus a separate competitive fee for the one-time initial lease-up of newly constructed properties generally paid in conjunction with the receipt of the first month's rent. In the case of commercial properties which are leased on a long-term net basis (10 or more years), the maximum property management fee from such leases shall be 1% of the gross revenues generally paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original lease term. The Joint Venture incurred management and leasing fees that are payable to Wells Management of $2312,~~828~~834, $6623,~~226~~828, and $6566,~~937~~226 for the years ended December 31, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012, respectively.

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Due to Affiliate

As presented in the accompanying balance sheets, due to affiliate as of December 31, ~~2013~~2014 and ~~2012~~2013 represents amounts due to Wells Management for ~~the~~administrative ~~following items:~~reimbursements.

	2013		2012
Property management fees	$	237	$	1,883
Administrative reimbursements	—		3,546
	$	237	$	5,429

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Administrative Reimbursements

Wells Management performs 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~~other entities affiliated with Wells Capital 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, ~~2013~~2014, ~~2012~~2013, and ~~2011~~2012, the Joint Venture incurred administrative expenses of $90,~~975,~~ $399,~~331~~975, and $2539,~~575~~331, respectively, payable to Wells Management for these services.


4.	RENTAL INCOME

~~The~~Three ~~future~~tenants ~~contractual~~generated ~~rental~~approximately ~~income~~44%, ~~due~~33%, toand ~~the~~23% ~~Joint~~of ~~Venture~~contractual ~~under~~rental ~~noncancelable~~income ~~operating~~for ~~leases~~the asyear ofended December 31, ~~2013 is as follows:~~2014.

Year ended December 31:
2014	$	683,413
2015	426,390
2016	439,131
2017	452,322
2018	189,616
Thereafter	—
	$	2,190,872

5. DISCONTINUED OPERATIONS

~~Three~~In ~~tenants~~accordance ~~generated~~with ~~approximately 74%~~GAAP, ~~21%,~~the ~~and~~Joint 5%Venture ofhas ~~contractual~~classified ~~rental~~the ~~income~~results ~~for~~of operations related to the ~~year~~Siemens ~~ended~~- Orlando Building, which was sold on December 31, ~~2013~~2014, ~~and~~as ~~three~~discontinued ~~tenants~~operations ~~will~~in ~~generate~~the ~~approximately~~accompanying ~~47%~~statements of operations. The details comprising income from discontinued operations for the years ending December 31, ~~41%~~2014, 2013, and ~~12%~~2012 ofare ~~future~~presented ~~contractual rental income.~~below:

5. COMMITMENTS AND CONTINGENCIES



	2014		2013		2012
Revenues:
Rental income	$	1,153,902	$	1,191,712	$	1,191,591
Tenant reimbursements	362,380		295,757		348,776
Interest and other income	351		312		673
Total revenues	1,516,633		1,487,781		1,541,040

Expenses:
Property operating costs	310,589		306,687		341,914
Management and leasing fees:
Related-party	12,834		23,828		66,226
Other	43,200		43,200		—
Depreciation	263,552		238,577		207,293
Amortization	68,334		79,352		109,132
General and administrative	23,669		42,940		59,969
Total expenses	722,178		734,584		784,534

Operating income	794,455		753,197		756,506
Gain on sale of real estate assets	4,551,482		—		—
Income from discontinued operations	$	5,345,937	$	753,197	$	756,506

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. In May 2013, the Joint Venture executed a lease amendment with Cemex Construction Materials Florida, LLC ("Cemex") at the Siemens F- Orlando Building. As a result, Cemex has the right to request the reimbursement of agreed upon tenant improvements estimated at approximately $135,000, which would be required to be funded by the Joint Venture.28

6. SUBSEQUENT EVENT

On March 17, 2014, the Joint Venture entered into the fifth amendment to the lease agreement with Siemens Real Estate ("Siemens") at the Siemens - Orlando Building, which extended the lease term from May 1, 2014 to April 30, 2019. Following a seven month base rental abatement period, annual base rent per square foot will be $14.00 and shall be payable through April 30, 2015. The base rent is scheduled to increase by $0.50 annually beginning on May 1, 2015. In addition to monthly base rent, Siemens is required to reimburse the Joint Venture for its pro rata share of all operating costs and real estate taxes for the Siemens - Orlando Building with no annual cap. Siemens is entitled to a landlord-funded tenant allowance of approximately $100,000.

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FUND XIII AND FUND XIV ASSOCIATES

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

DECEMBER 31, ~~2013~~2014

		Initial Cost								Gross Carrying Amounts of December 31, 2013
	Cost			AccumulatedDepreciation & Amortization
Description	Encumbrances	Land		Buildings andImprovements			Costs Capitalized SubsequentTo Acquisition(b)			Land		Buildings andImprovements		Intangible Lease Asset		Construction in Progress		Total		AccumulatedDepreciation & Amortization(c)		Date ofConstruction	DateAcquired
BALANCE AT DECEMBER 31, 2011	$	10,087,789		$	2,155,255
SIEMENS - ORLANDO BUILDING(a)	None	$	1,950,000	$	8,734,436		$	(718,425	)	$	2,031,250	$	7,928,991	$	—	$	5,770	$	9,966,011	$	2,270,909	2001	10/30/2003
Additions	255,870			247,728
BALANCE AT DECEMBER 31, 2012	10,343,659			2,402,983
Additions	6,480			252,054
Dispositions	(384,128		)	(384,128		)
BALANCE AT DECEMBER 31, 2013	9,966,011			2,270,909
Additions	148,908			263,552
Dispositions	(10,114,919		)	(2,534,461		)
BALANCE AT DECEMBER 31, 2014	$	—		$	—

~~(a) The Siemens~~ F- ~~Orlando Building consists of two single-story office buildings located in Orlando, Florida.~~29

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

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

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FUND XIII AND FUND XIV ASSOCIATES

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

DECEMBER 31, 2013

	Cost			AccumulatedDepreciation & Amortization
BALANCE AT DECEMBER 31, 2010	$	9,978,344		$	1,740,023
Additions	109,445			415,232
BALANCE AT DECEMBER 31, 2011	10,087,789			2,155,255
Additions	255,870			247,728
BALANCE AT DECEMBER 31, 2012	10,343,659			2,402,983
Additions	6,480			252,054
Dispositions	(384,128		)	(384,128		)
BALANCE AT DECEMBER 31, 2013	$	9,966,011		$	2,270,909

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Title of Class

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Limited Partnership Units

Leo F. Wells, III

69.940 Units⁽¹⁾

Less than 1%

Filing Compare · WELLS REAL ESTATE FUND XIV LP