The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also "Cautionary Note Regarding Forward-Looking Statements" preceding Part I, as well as the notes to our financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the year ended December 31, 2007.

Overview

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

• Fundraising phase

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

• Investing phase

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

• Holding phase

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

• Positioning-for-sale phase

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

• Disposition-and-liquidation phase

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

Portfolio Overview

We are currently in the positioning-for-sale phase of our life cycle. We now own interests in four properties. On December 17, 2007, Fund IX-X-XI-REIT Associates completed a lease amendment with Avaya Inc., the sole tenant at the Avaya Building, which extended the expiration date of this lease from January 31, 2008 to January 31, 2010. Our focus at this time involves leasing and marketing efforts that we believe will deliver the best disposition pricing for our limited partners.

The first quarter 2008 operating distributions to limited partners were reserved. We anticipate that operating distributions will be reserved in the near-term due to various issues, including funding our pro rata share of the anticipated capital improvements and anticipated re-leasing costs for the 20/20 Building and the 360 Interlocken Building. The lease for the majority tenant, GAIAM, Inc., who occupies approximately 36,200 square feet, (or approximately 70% of the 360 Interlocken Building) expires on May 31, 2008.

Property Summary

As we move further into the positioning-for-sale phase, we will continue to focus on re-leasing vacant space and space that may become vacant upon the expiration of our current leases. In doing so, we will seek to maximize returns to our limited partners by attempting to negotiate long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property level costs, and portfolio costs. As properties

are positioned for sale, our attention will shift to locating suitable buyers, negotiating purchase-sale contracts that will attempt to maximize the total return to our limited partners and minimize contingencies and our post-closing involvement with buyers.

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

• The Cort Building was sold on September 11, 2003.

• The Johnson Matthey Building was sold on October 5, 2004.

• The Alstom Power - Knoxville Building was sold on March 15, 2005.

• The Gartner Building was sold on April 13, 2005.

• The 1315 West Century Drive property was sold on December 22, 2006.

• The Iomega Building was sold on January 31, 2007.

• The 111 Southchase Boulevard property was sold on May 23, 2007.

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

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

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

• The 20/20 Building, located in Leawood, Kansas, is approximately 77% leased through October 2012.

Liquidity and Capital Resources

Overview

Our operating strategy entails funding expenditures related to the recurring operations of the Joint Ventures' properties and the portfolio with operating cash flows, including current and prior period operating distributions received from the Joint Ventures, and assessing the amount of remaining cash flows that will be required to fund known future re-leasing costs and other capital improvements. Any residual operating cash flows are generally considered available for distribution to the Class A limited partners and, unless reserved, are generally paid quarterly. To the extent that operating cash flows are insufficient to fund our recurring operations, net sale proceeds will be utilized. As a result, the ongoing monitoring of our cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more of our core markets could adversely impact the ability of our tenants to honor lease payments and our ability to re-lease space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs could be adversely affected.

Short-Term Liquidity

During the three months ended March 31, 2008, we used net operating cash flows, which include operating distributions received from the Joint Ventures, of approximately $19,000. Operating distributions from the Joint Ventures are generally representative of rental revenues and tenant reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures. Future operating distributions paid to limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for our share of tenant re-leasing costs and other capital improvements for properties owned by the Joint Ventures. We anticipate that future operating distributions from the Joint Ventures will remain at similar levels in the near term.

We believe that the cash on hand and operating distributions from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $57,000, due as of March 31, 2008. During the remainder of 2008, we anticipate that we will be able to fund our proportionate share of capital expenditures noted above using future operating cash flows and net sale proceeds.

Long-Term Liquidity

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

Capital Resources

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

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

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

As of March 31, 2008, we had received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:

                                                                                                                             Net Sale Proceeds
                                            Partnership's     Net Sale Proceeds                   Use of                      Distributed to        Undistributed Net
                              Net Sale       Approximate      Allocated to the              Net Sale Proceeds                 Partners as of        Sale Proceeds as
Property Sold                 Proceeds       Ownership %         Partnership         Amount             Purpose               March 31, 2008        of March 31, 2008

Cort Building                 $5,563,403         24%         $         1,315,906    $       0              -                $         1,315,906    $                 0
(sold in 2003)

Johnson Matthey Building      $9,675,000         26%                   2,529,819            0              -                          2,529,819                      0
(sold in 2004)

Alstom Power - Knoxville     $11,646,089         9%                    1,023,528            0              -                          1,023,528                      0
Building
(sold in March 2005)

Gartner Building             $12,396,859         26%                   3,241,531      340,000    • Partnership                        2,901,531                      0
(sold in April 2005)                                                                             operating
                                                                                                 expenses (2006)

                                                                                                 • Joint venture
                                                                                                 operating
                                                                                                 expenses (2006)

                                                                                                 • Re-leasing the
                                                                                                 20/20 Building (2006)

                                                                                                 • Re-leasing
                                                                                                 111 Southchase
                                                                                                 Boulevard (2007)

1315 West Century Drive       $8,059,625         9%                      708,328      120,000    • Re-leasing                           588,328                      0
(sold in December 2006)                                                                          111 Southchase
                                                                                                 Boulevard (2007)

Iomega Building               $4,685,151         9%                      411,759            0              -                            411,759                      0
(sold in January 2007)

111 Southchase Boulevard      $7,236,841         26%                   1,892,289      220,000    • Re-leasing the                     1,099,128                573,161
(sold in May 2007)                                                                               20/20 Building (2007)

                                                                                                 • Partnership
                                                                                                 operating
                                                                                                 expenses (2007)


Total                                                        $        11,123,160    $ 680,000                               $         9,869,999    $           573,161

Upon evaluating the capital needs of the properties in which we currently own an interest, our General Partners have determined to hold reserves of the remaining net sale proceeds of approximately $0.6 million in order to fund our pro rata share of anticipated re-leasing costs and capital improvements at the 20/20 Building and the 360 Interlocken Building.

Results of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $15,756 and $68,932 for the three months ended March 31, 2008 and 2007, respectively. The decrease is primarily attributable to recognizing a gain on the sale of the Iomega Building in January 2007 and a decrease in operating income related to the aforementioned sale and the sale of 111 Southchase Boulevard in May 2007.

We anticipate equity in income of Joint Ventures to decline in the near-term as a result of the upcoming lease expiration of the majority tenant, GAIAM, Inc., at the 360 Interlocken Building.

Expenses

General and administrative expenses were $55,190 and $33,489 for the three months ended March 31, 2008 and 2007, respectively. The increase is primarily attributable to an increase in legal fees, administrative costs, accounting fees and printing costs, substantially all of which resulted from reporting and regulatory requirements.

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

Interest and Other Income

Interest and other income was $4,968 and $26,514 for the three months ended March 31, 2008 and 2007, respectively. The decrease is primarily a result of a decrease in the average amount of net sale proceeds held during the respective periods due to the distribution of net sale proceeds to limited partners in August 2007 and November 2007 as well as a decrease in the average daily yield. Future levels of interest income will be largely dependent upon the timing of future dispositions and net sale proceeds distributions to the limited partners, and the amount of operating cash needed to invest in the Joint Ventures related to funding our pro rata share of re-leasing costs and capital expenditures.

Inflation

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

Application of Critical Accounting Policies

Summary

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

Below is a discussion of the accounting policies used by the Partnership and the Joint Ventures, which are considered to be critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Investment in Real Estate Assets

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



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

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

Valuation of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest through investments in the Joint Ventures may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices,
(ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined that there has been no impairment in the carrying value of any of our real estate assets held by the Partnership as of March 31, 2008.

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

Related-Party Transactions

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, and their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management and their affiliates for asset management, the management and leasing of our properties; administrative services relating to accounting, property management, and other partnership administration, and incur the related expenses. See Note 4 to our financial statements included in this report for a description of these fees and expense reimbursements we have incurred.