UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

_______________________________________

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2017
	For the quarterly period ended June 30, 2017



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 000-49633

_______________________________________

WELLS REAL ESTATE FUND XIII, L.P.

(Exact name of registrant as specified in its charter

_______________________________________



Georgia		58-2438244
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)



5445 Triangle Pkwy., Suite 320 Peachtree Corners, Georgia		30092-2584
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code		(770) 243-4600

N/A

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

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

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 T No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Wells Real Estate Fund XIII, L.P. (the "Partnership," "we," "our," "us," 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," "would," "could," "expect," "intend," "plan," "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, the amount and timing of any future distributions to limited partners and statements regarding monetary, leasing and disposition of our remaining property 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-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide distributions to partners, and maintain the value of our real estate properties, may be significantly hindered. See Part I, Item 1A in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016 for a discussion of some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.

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WELLS REAL ESTATE FUND XIII, L.P.

TABLE OF CONTENTS

			Page No.
PART I.	FINANCIAL INFORMATION (Unaudited)
	Item 1.	Financial Statements (unaudited)	4
		Balance Sheets (unaudited) as of March 31, 2017 and December 31, 2016	5
		Balance Sheets (unaudited) as of June 30, 2017 and December 31, 2016	5
		Statements of Operations (unaudited) for the Three Months Ended March 31, 2017 and 2016	6
		Statements of Operations (unaudited) for the Three Months and Six Months Ended June 30, 2017 and 2016	6
		Statements of Partners' Capital (unaudited) for the Year Ended December 31, 2016 and the Three Months Ended March 31, 2017	7
		Statements of Partners' Capital (unaudited) for the Year Ended December 31, 2016 and the Six Months Ended June 30, 2017	7
		Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2017 and 2016	8
		Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2017 and 2016	8
		Notes to Financial Statements (unaudited)	9
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1718
	Item 4.	Controls and Procedures	1718
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	1718
	Item 1A.	Risk Factors	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3.	Defaults Upon Senior Securities	18
	Item 4.	Mine Safety Disclosures	18
	Item 5.	Other Information	1819
	Item 6.	Exhibits	1819

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Table of Contents


PART I.	FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

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

The accompanying financial statements should be read in conjunction with the notes to the Partnership's financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations, all included in both this Quarterly Report on Form 10-Q and in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016. The Partnership's results of operations for the three months and six months ended ~~March~~June 3130, 2017 are not necessarily indicative of the operating results expected for the full year.

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WELLS REAL ESTATE FUND XIII, L.P.

BALANCE SHEETS

(UNAUDITED)

	March 31, 2017		December 31, 2016
	June 30, 2017		December 31, 2016
Assets:
Investment in joint venture	$	23,~~993~~035,~~030~~064	$	2,877,687
Cash and cash equivalents	3,~~692~~562,~~912~~431		3,870,222
Other assets	34,~~180~~947		34,180
Total assets	$	6,~~720~~632,~~122~~442	$	6,782,089
Liabilities:
Accounts payable and accrued expenses	$	3311,~~665~~560	$	6,741
Due to affiliates	3517,~~536~~768		—
Total liabilities	6929,~~201~~328		6,741
Commitments and Contingencies
Partners' Capital:
Limited Partners:
Cash Preferred – 3,213,008 units issued and outstanding	6,~~650~~603,~~921~~114		6,775,348
Tax Preferred – 559,040 units issued and outstanding	—		—
General Partners	—		—
Total partners' capital	6,~~650~~603,~~921~~114		6,775,348
Total liabilities and partners' capital	$	6,~~720~~632,~~122~~442	$	6,782,089

See accompanying notes.

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WELLS REAL ESTATE FUND XIII, L.P.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2017			2016			2017			2016
Equity in Income of Joint Venture	$	442,~~309~~033		$	4047,~~416~~726		$	46,343		$	88,141
General and Administrative Expenses	~~128~~89,~~736~~840			~~121~~64,~~886~~076			218,577			185,961
Net Loss	$	(~~124~~47,~~427~~807	)	$	(8116,~~470~~350	)	$	(172,234	)	$	(97,820	)
Net Loss Allocated to:
Cash Preferred Limited Partners	$	(~~124~~47,~~427~~807	)	$	(8016,~~655~~187	)	$	(172,234	)	$	(96,842	)
Tax Preferred Limited Partners	$	—		$	—		$	—		$	—
General Partners	$	—		$	(~~815~~163	)	$	—		$	(978	)
Net Loss per Weighted-Average Limited Partner Unit:
Cash Preferred	$	(0.0401	)	$	(0.0301	)	$	(0.05	)	$	(0.03	)
Tax Preferred	$	0.00		$	0.00		$	0.00		$	0.00
Weighted-Average Limited Partner Units Outstanding:
Cash Preferred	3,213,008			3,213,008			3,213,008			3,213,008
Tax Preferred	559,040			559,040			559,040			559,040

See accompanying notes.

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WELLS REAL ESTATE FUND XIII, L.P.

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2016

AND THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2017

(UNAUDITED)

	Limited Partners							GeneralPartners			TotalPartners'Capital
	Cash Preferred				Tax Preferred
	Units	Amount			Units	Amount
BALANCE, December 31, 2015	3,213,008	$	6,998,605		559,040	$	—	$	1,537		$	7,000,142
Net loss	—	(223,257		)	—	—		(1,537		)	(224,794		)
BALANCE, December 31, 2016	3,213,008	6,775,348			559,040	—		—			6,775,348
Net loss	—	(~~124~~172,~~427~~234		)	—	—		—			(~~124~~172,~~427~~234		)
BALANCE, March 31, 2017	3,213,008	$	6,650,921		559,040	$	—	$	—		$	6,650,921
BALANCE, June 30, 2017	3,213,008	$	6,603,114		559,040	$	—	$	—		$	6,603,114

See accompanying notes.

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WELLS REAL ESTATE FUND XIII, L.P.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2017			2016
Cash Flows from Operating Activities:
Net loss	$	(~~124~~172,~~427~~234	)	$	(8197,~~470~~820	)
Operating distributions received from joint venture	—			81152,~~591~~064
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income of joint venture	(446,~~309~~343		)	(4088,~~416~~141		)
Changes in assets and liabilities:
Increase in other assets	—(767		)	(1926,~~211~~878		)
Increase in accounts payable and accrued expenses	264,~~924~~819			301,~~193~~092
Increase in due to affiliates	3517,~~536~~768			~~8,912~~28
Net cash used in operating activities	(66196,~~276~~757		)	(2059,~~401~~655		)
Cash Flows from Investing Activities:
Investment in joint venture	(111,034		)	—
Net Decrease in Cash and Cash Equivalents	(~~177~~307,~~310~~791		)	(2059,~~401~~655		)
Cash and Cash Equivalents, beginning of period	3,870,222			4,050,609
Cash and Cash Equivalents, end of period	$	3,~~692~~562,~~912~~431		$	43,~~030~~990,~~208~~954

See accompanying notes.

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WELLS REAL ESTATE FUND XIII, L.P.

NOTES TO FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2017 (unaudited)


1.	ORGANIZATION AND BUSINESS

Wells Real Estate Fund XIII, 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 September 15, 1998 for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income producing commercial properties for investment purposes. Upon subscription for units, the limited partners elected to have their units treated as Cash Preferred Units or Tax Preferred Units. 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 which class of unit is selected.

On March 29, 2001, 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 March 28, 2003, at which time the Partnership had sold approximately 3,023,371 Cash Preferred Units and 748,678 Tax Preferred Units representing total limited partner capital contributions of $37,720,487.

~~The~~As of June 30, 2017, the Partnership ~~owns~~owned an indirect interest in its remaining real estate asset through a joint venture with Piedmont Operating Partnership, LP ("Piedmont OP"), formerly known as Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. ("Piedmont REIT"), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner. Piedmont REIT is a Maryland corporation that has elected to be taxed as a real estate investment trust. During the periods presented, the Partnership owned an interest in the following joint venture (the "Joint Venture") and property:

Joint Venture	Joint Venture Partners	Ownership %	Property
Wells Fund XIII-REIT Joint Venture Partnership("Fund XIII-REIT Associates")	• Wells Real Estate Fund XIII, L.P.• Piedmont Operating Partnership, LP	28.1%71.9%	1. 8560 Upland Drive (1)Two connected one-story office and assembly buildings located in Englewood, Colorado

⁽¹⁾ This property was sold in July 2017. See Note 7 - Subsequent Event for additional information.

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim financial statements of the Partnership have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016.

Use of Estimates

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

Investment in Joint Venture

The Partnership has evaluated the remaining 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 investment. 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.

The Partnership continually evaluates the fair value of its equity interest in the joint venture. If management determines that the fair value is less than the carrying value of its interest, and such loss is other than temporary, the Partnership reduces its carrying value to fair value and recognizes the loss in the statements of operations. Estimated fair values are 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.

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 assign 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 is 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 of factors specific to the asset or liability.

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

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Comprehensive Income

For the periods presented, there were no differences between reported net loss and comprehensive loss.

Distribution of Net Cash from Operations

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


•	First, to all 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 have received distributions equal to 10% of the total cumulative distributions paid by the Partnership; 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 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:

•

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 the limited partners have received an amount necessary to equal the net cash from operations previously received by 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.

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 to 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 remaining property 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.

Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Liabilities ("ASU 2016-01"), which requires equity investments, except those accounted for under the equity method of accounting, to be measured at estimated fair value with changes in fair value recognized in net income. Additionally, ASU 2016-01 simplifies the impairment assessment of equity investments, and eliminates certain disclosure requirements. ASU 2016-01 is effective for the period beginning on January 1, 2018. The Partnership is currently evaluating the impact that the adoption of ASU 2016-01 will have on its financial statements or disclosures. The Partnership has not yet determined the effect of ASU 2016-01 on its financial position or results of operations.

In ~~February~~August 2016, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued ~~Accounting~~ASU ~~Standards~~No. ~~Update~~ 2016-0215, ~~Leases~~Classification ~~("ASU 2016-02"), which changes the definition~~ of aCertain ~~lease,~~Cash asReceipts ~~well as the accounting for operating leases by requiring lessees to recognize assets~~ and ~~liabilities~~Cash ~~which~~Payments ~~arise from the lease, consisting of a liability to make lease payments~~ (~~the~~"ASU ~~lease liability) and a right~~2016-~~of-use asset~~15"), ~~representing~~which ~~the~~addresses ~~right to use~~ the ~~leased~~Statement ~~asset over the term~~ of ~~the~~Cash ~~lease~~Flow ~~for~~classification ~~all~~and ~~leases~~presentation ~~with~~of acertain ~~term~~cash ~~greater~~transactions. ~~than~~ASU ~~12 months~~No. ~~Accounting~~ ~~for~~2016-15 ~~leases by lessors~~ is ~~substantially~~effective ~~unchanged~~for ~~from~~the ~~prior~~Partnership’s ~~practice,~~fiscal ~~which~~year ~~means~~commencing ~~continuing to recognize lease revenue~~ on aJanuary ~~straight-line~~1, ~~basis~~2018. ~~ASU~~The ~~2016-02~~effect isof ~~effective~~this ~~for~~amendment ~~the~~is ~~period~~to ~~beginning~~be onapplied ~~January~~retrospectively 1,where ~~2019,~~practical ~~but~~and early adoption is permitted. The ~~Partnership is currently evaluating the impact that the~~ adoption of ASU No. 2016-0215 will not have ona ~~its~~material ~~financial~~effect ~~statements~~on orthe ~~disclosures~~Partnership’s ~~and~~financial ~~has~~position ~~not~~or ~~selected~~the aPartnership's ~~transition~~results ~~date.~~of operations.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which addresses the Statement of Cash Flow classification and presentation of certain cash transactions. ASU No. 2016-15 is effective for the Company’s fiscal year commencing on January 1, 2018. The effect of this amendment is to be applied retrospectively where practical and early adoption is permitted. The Company expects to adopt ASU No. 2016-15 for the Company’s fiscal year commencing on January 1, 2018. The adoption of ASU No. 2016-15 will not have a material effect on the Company’s financial position or the Company’s results of operations.


3.	INVESTMENT IN JOINT VENTURE

Summary of Financial Information

Condensed financial information for the remaining Joint Venture for the three months and six months ended ~~March~~June 3130, 2017 and 2016, respectively, is presented below:

Total Revenues

Net Income

Three Months Ended

March 31,

June 30,

2017

2016

2017

2016

Fund XIII-REIT Associates

~~272~~452,~~922~~499

~~444~~503,~~640~~612

15149,~~329~~532

~~143~~169,~~775~~781



	Total Revenues				Net Income
	Six Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Fund XIII-REIT Associates	$	725,421	$	948,251	$	164,860	$	313,556

The Partnership allocates its share of net income, net loss, and gain (loss) on sale generated by the property owned by the Joint Venture to its Cash Preferred and Tax Preferred limited partners pursuant to the partnership agreement provisions outlined in Note 2.

Page 12


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 and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnership's properties, owned through the Joint Venture, equal to the lesser of (a) 4.5% of the gross revenues collected monthly; 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 and, accordingly, are included in equity in income of joint venture in the accompanying statements of operations. The Partnership's share of management and leasing fees and lease acquisition costs incurred through the Joint Venture and payable to Wells Management is $728 and $724 for the three months ended June 30, 2017 and 2016, respectively, and $1,182 and $1,450 for the six months ended June 30, 2017 and 2016, respectively.

Page 12

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 and, accordingly, are included in equity in income of joint venture in the accompanying statements of operations. The Partnership's share of management and leasing fees and lease acquisition costs incurred through the Joint Venture and payable to Wells Management is $454 and $726 for the three months ended March 31, 2017 and 2016, respectively.

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 payable to Wells Capital and Wells Management of $53,304 and $5226,~~946~~652 for the three months ended ~~March~~June 3130, 2017 and 2016, respectively, and $106,608 and $79,598 for the six months ended June 30, 2017 and 2016, respectively. As presented in the accompanying balance sheets, due to affiliates as of ~~March~~June 3130, 2017 and December 31, 2016 represents administrative reimbursements due to Wells Capital and/or Wells Management.

Operational Dependency

The Partnership has engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of its properties, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 60 days' written notice. As a result of these relationships, the Partnership's operations are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are owned and controlled by WREF. The operations of Wells Capital, Wells Investment Securities, Inc., Wells Management, 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 ~~March~~June 3130, 2017, however, 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.


5.	ECONOMIC DEPENDENCY

The Partnership iswas dependent upon the ability of its current tenants to pay their contractual rent amounts as they ~~become~~became due. The inability of a tenant to pay future rental amounts would be likely to have had a negative impact on the Partnership's results of operations. ~~The~~As of June 30, 2017, the Partnership iswas not ~~currently~~ aware of any reason why its existing tenants should not behave been able to pay their contractual rental amounts as they ~~become~~became due in all material respects. Situations preventing the tenants from paying contractual rents could result in a material adverse impact on the Partnership's results of operations.


6.	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.

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 December 2016, Fund XIII-REIT

Page 13

~~Table~~Associates executed a lease agreement with Charter Communications Holding Company, LLC ("Charter") at 8560 Upland Drive. As a result, Charter has the right to request the reimbursement of ~~Contents~~agreed upon tenant improvements estimated at approximately $1,294,000, which would be required to be funded by Fund XIII-REIT Associates. The Partnership's pro-rata share of this tenant improvement obligation was settled in connection with the disposition of the 8560 Upland Drive property in July 2017. See Note 7 - Subsequent Event for additional information.


7.	SUBSEQUENT EVENT

On July 27, 2017, Fund XIII-REIT Associates sold 8560 Upland Drive to an unrelated third party for a gross sales price of $17,600,000. As a result of the sale, the Partnership received net sale proceeds of approximately $4,373,000 and was allocated a gain of approximately $1,445,000 which may be adjusted as additional information becomes available in subsequent periods.


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 our financial statements, the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations, all provided in our Annual Report on Form 10-K for the year ended December 31, 2016.

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

WeDuring ~~are~~the ~~currently~~the inthird quarter of 2017, we have transitioned into the ~~positioning~~disposition-~~for~~and-~~sale~~liquidation phase of our life cycle. WeOn ~~have~~July ~~sold~~27, ~~six~~2017, ofwe sold the ~~seven~~remaining ~~properties~~asset in which we ~~have~~had ~~held~~an ~~interests~~interest, 8560 Upland Drive, to an unrelated third party for a gross sales price of $17,600,000, exclusive of closing costs.

The ~~first~~second quarter 2017 operating distributions to limited partners holding Cash Preferred Units were reserved. Having disposed of all our interests in real estate assets, the General Partners are currently determining the necessary costs to liquidate and dissolve the Partnership and intend to distribute the net sales proceeds and operating cash to the limited partners pursuant to the provisions of the partnership agreement.

Property Summary

As weof ~~move~~July 31, ~~further into the positioning-for-sale phase~~2017, we ~~will~~have ~~continue~~now tosold ~~focus~~all onof ~~re-leasing space that may become vacant upon~~ the ~~expiration~~real ofestate ~~our~~assets ~~current~~in ~~leases.~~which ~~In doing so,~~ we ~~will~~had ~~seek~~owned toan ~~maximize~~interest ~~returns~~following tothe ~~our~~sale ~~limited~~of ~~partners~~8560 byUpland ~~attempting~~Drive toon ~~negotiate~~July ~~long-term~~27, ~~leases~~2017. We athave ~~market~~now ~~rental~~begun ~~rates while attempting~~ to ~~minimize~~take ~~down~~the ~~time,~~necessary ~~re-leasing~~steps ~~expenditures,~~to ~~ongoing~~liquidate ~~property level costs,~~ and ~~portfolio~~dissolve ~~costs.~~the ~~As of April 30, 2017, we owned an interest in one remaining property~~Partnership.

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


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


•	The John Wiley Building was sold on April 13, 2005.


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


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


•	Two Park Center was sold on May 29, 2014.


•	The Siemens – Orlando Building was sold on December 31, 2014.

• 8560 Upland Drive, located in Englewood, Colorado, iswas ~~currently~~sold ~~100%~~on ~~leased~~July ~~to Charter Communications Holding Company~~27, ~~LLC ("Charter") and Quantum Corporation~~2017.

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Liquidity and Capital Resources

Overview

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

Our operating strategy ~~entails~~entailed funding expenditures related to the recurring operations of our remaining property with operating cash flows, including current and prior period operating distributions received from the Joint Venture, and assessing the amount of remaining cash flows that ~~will~~were be required to fund known future re-leasing costs and other capital improvements. Any residual operating cash flows ~~are~~were 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 ishas been critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in our remaining market 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~~six months ended ~~March~~June 3130, 2017, net cash outflows from operating activities were approximately $66197,000 primarily due to funding our general and administrative expenses. The extent to which any future operating distributions are paid to limited partners will be largely dependent upon the amount of cash generated from the remaining Joint Venture, our expectations of future cash flows, and determination of near-term cash needs to fund our share of capital improvements and re-leasing costs for our remaining property. The ~~first~~second quarter 2017 operating distributions to limited partners were reserved.

WeDuring ~~believe that~~ the ~~cash~~six onmonths ~~hand~~ended ~~and~~June 30, ~~distributions~~2017, ~~due~~we ~~from~~invested ~~the~~approximately ~~remaining~~$111,000 ~~Joint~~in ~~Venture~~Fund ~~will~~XIII-REIT beAssociates ~~sufficient~~ to ~~cover~~fund our ~~working~~pro ~~capital~~rata ~~needs,~~share ~~including~~of ~~those~~leasing ~~provided~~commissions ~~for~~on ~~within~~the ~~our~~Charter ~~total~~lease ~~liabilities~~at ofour ~~approximately~~remaining ~~$69,000, as of March 31, 2017~~property.

Long-Term Liquidity

~~We expect that our future sources~~ As of ~~capital~~July ~~will~~27, be2017, ~~primarily~~we ~~derived~~have ~~from~~sold ~~operating~~all ~~cash~~of ~~flows~~the ~~generated~~real ~~from~~estate ~~our~~assets ~~remaining~~in ~~property~~which we owned byinterests ~~the~~and ~~remaining~~will ~~Joint~~not ~~Venture~~acquire ~~and~~additional ~~net~~properties. ~~proceeds~~As ~~generated~~a ~~from~~result of the sale of ~~that~~Upland ~~property.~~Drive ~~Our~~on ~~future~~July ~~long-term~~27, ~~liquidity requirements will include~~2017, ~~but~~we ~~not~~have bebegun ~~limited~~ to, ~~funding~~take ~~our~~the ~~share~~steps ~~of tenant improvements, renovations, expansions, and other significant capital improvements~~ necessary ~~for~~to ~~marketing~~liquidate and ~~selling~~dissolve ~~our remaining property owned by~~ the ~~remaining Joint Venture~~Partnership. We ~~expect~~are toin ~~continue~~the toprocess ~~use~~of ~~substantially~~evaluating ~~all~~the ~~future~~amount ~~net~~of cash ~~from~~reserves ~~operations,~~needed ~~including~~to ~~distributions~~settle ~~received~~estimated ~~from~~liabilities of the ~~Joint~~Partnership ~~Venture,~~at todissolution ~~fund (i) leasing costs~~ and ~~capital~~intend ~~expenditures necessary~~ to ~~position~~distribute ~~our remaining property for sale and (ii) our general and administrative expenses. To~~ the ~~extent that residual operating~~ cash ~~flows~~balances ~~remain~~remaining ~~after~~at ~~considering~~that ~~these~~time ~~funding~~to ~~requirements,~~the welimited ~~would~~partners ~~then~~pursuant ~~distribute~~to ~~such~~applicable ~~residual~~provisions ~~operating~~of ~~cash flow to~~ the ~~limited~~partnership ~~partners~~agreement.

Capital Resources

The remaining Joint Venture incurs capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our remaining property, and tenant improvements for the purpose of readying the property for re-leasing and sale. As leases expire, we will work with the remaining 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 remaining Joint Venture to us approximately one month following calendar quarter-ends. However, the remaining 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. Any capital or other expenditures not funded from the operations of the Joint Venture will be required to be funded by us and our joint venture partner on a pro rata basis.

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AsCapital ~~of March 31, 2017, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:~~Resources

As of June 30, 2017, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:



	Net Sale Proceeds		Partnership's Approximate Ownership %		Net Sale Proceeds Allocated to the Partnership		Use of Net Sale Proceeds			Net Sale Proceeds Distributed to Partners		Undistributed Net Sale Proceeds
Property Sold	Net Sale Proceeds		Partnership's Approximate Ownership %		Net Sale Proceeds Allocated to the Partnership		Amount		Purpose	Net Sale Proceeds Distributed to Partners		Undistributed Net Sale Proceeds
AmeriCredit Building (sold in 2005)	$	14,301,802	28.11	%	$	4,020,236	$	—	—	$	4,020,236	$	—
John Wiley Building (sold in 2005)	$	21,427,599	28.11	%	6,023,298		—		—	6,023,298		—
7500 Setzler Parkway (sold in 2007)	$	8,723,080	47.30	%	4,126,017		—		—	4,126,017		—
Randstad-Atlanta Building (sold in 2007)	$	8,992,600	47.30	%	4,253,500		—		—	4,253,500		—
Two Park Center (sold in 2014)	$	8,369,237	28.11	%	2,352,592		—		—	2,352,592		—
Siemens-Orlando Building (sold in 2014)	$	13,054,482	47.30	%	6,174,770		—		—	6,174,770		—
Total					$	26,950,413	$	—		$	26,950,413	$	—

In addition to amounts listed in the table above, on July 27, 2017, we received approximately $4,373,000 in sale proceeds from the sale of 8560 Upland Drive by Fund XIII-REIT Associates. The General Partners are currently evaluating the amount of cash reserves needed to settle estimated liabilities of the Partnership and intend to distribute the remaining cash balances to the limited partners pursuant to the provisions of the partnership agreement.

Results of Operations

Comparison of the three months ended ~~March~~June 3130, 2016 versus the three months ended ~~March~~June 3130, 2017

Equity in Income of Joint Venture

Equity in income of Joint Venture decreased from $4047,~~416~~726 for the three months ended ~~March~~June 3130, 2016 to $442,~~309~~033 for the three months ended ~~March~~June 3130, 2017, primarily due to a decrease in rental and reimbursement income at 8560 Upland Drive related to the expiration of the FedEx Ground Package System, Inc. ("Fed Ex") lease in September 2016. We expect equity in income of Joint Venture to ~~increase~~decrease as a result of the ~~commencement~~disposition of ~~the~~8560 ~~lease~~Upland ~~with~~Drive ~~Charter~~on inJuly ~~May~~27, 2017.

General and Administrative Expenses

General and administrative expenses increased from $~~121~~64,~~886~~076 for the three months ended ~~March~~June 3130, 2016 to $~~128~~89,~~736~~840 for the three months ended ~~March~~June 3130, 2017, primarily due to an increase in the allocation of costs related to reporting and regulatory requirements. We anticipate that future general and administrative expenses will vary based on ~~future~~the ~~changes~~amount inof ~~our~~time ~~reporting~~necessary ~~and~~to ~~regulatory~~liquidate ~~requirements.~~the partnership following the disposition of 8560 Upland Drive on July 27, 2017.

Comparison of the six months ended June 30, 2016 versus the six months ended June 30, 2017

Equity in Income of Joint Venture

Equity in income of Joint Venture decreased from $88,141 for the six months ended June 30, 2016 to $46,343 for the six months ended June 30, 2017, primarily due to a decrease in rental and reimbursement income at 8560 Upland Drive related to the expiration of the FedEx lease in September 2016. We expect equity in income of Joint Venture to decrease as a result of the disposition of 8560 Upland Drive on July 27, 2017.

General and Administrative Expenses

General and administrative expenses increased from $185,961 for the six months ended June 30, 2016 to $218,577 for the six months ended June 30, 2017, primarily due to an increase in the allocation of costs related to reporting and regulatory requirements. We anticipate that future general and administrative expenses will vary based on the amount of time necessary to liquidate the partnership following the disposition of 8560 Upland Drive on July 27, 2017.

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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 us, 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 Joint Venture

We have evaluated the Joint Venture and concluded that it is not a variable interest entity. We do not have control over the operations of the Joint Venture; however, we do exercise significant influence. Approval by us 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 investment. Accordingly, we account for our 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 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.

~~Page~~We 16continually evaluate the fair value of our equity interest in the Joint Venture. If management determines that the fair value is less than the carrying value of our interest, and such loss is other than temporary, then we reduce our carrying value to fair value and recognize the loss in the statements of operations. Estimated fair values 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.

Table of Contents

We continually evaluate the fair value of our equity interest in the Joint Venture. If management determines that the fair value is less than the carrying value of our interest, and such loss is other than temporary, then we reduce our carrying value to fair value and recognize the loss in the statements of operations. Estimated fair values are 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.

Projections of expected future cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of the investment in joint venture.

Related-Party Transactions

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; and administrative services relating to accounting, property management, and other partnership administration, and we 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.

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. See Note 4 and Note 6 to our financial statements included in this report for further explanations. Examples of such commitments and contingencies include:


•	commitments under existing lease agreements; and


•	property management and leasing agreements.

Subsequent Event

On July 27, 2017, the remaining asset in which we had an equity interest, 8560 Upland Drive, was sold to an unrelated third party for a gross sales price of $17,600,000. As a result of the sale, we received net sale proceeds of approximately $4,373,000 and were allocated a gain of approximately $1,445,000 which may be adjusted as additional information becomes available in subsequent periods.

Page 17

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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


ITEM 4.	CONTROLS AND PROCEDURES

Management's Conclusions Regarding the Effectiveness 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 the Principal Financial Officer of Wells Capital, of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of the end of the quarterly period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer of Wells Capital concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in providing a reasonable level of assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~March~~June 3130, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II.	OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

We are from time to time a party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in management's judgment based on information currently available, have a material adverse effect on our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended June 30, 2017, requiring disclosure under Item 103 of Regulation S-K.

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a material adverse effect on our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended March 31, 2017, requiring disclosure under Item 103 of Regulation S-K.


ITEM 1A.	RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.


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

(a) We did not sell any equity securities that were not registered under the Securities Act during the quarter ended ~~March~~June 3130, 2017.


(b)	Not applicable.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

(a) We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended ~~March~~June 3130, 2017.


(b)	Not applicable.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.OTHER INFORMATION

(a) During the quarter ended ~~March~~June 3130, 2017, there was no information required to be disclosed in a report on Form

8-K which was not disclosed in a report on Form 8-K.


(b)	Not applicable.


ITEM 6.	EXHIBITS

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

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SIGNATURES

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

	WELLS REAL ESTATE FUND XIII, L.P.(Registrant)
	By:	WELLS CAPITAL, INC.(General Partner)
May 15, 2017		/s/ RANDY A. SIMMONS
August 10, 2017		/s/ RANDY A. SIMMONS
		Randy A. Simmons
		On behalf of the registrant and as Senior Vice President and Principal Financial Officer of Wells Capital, Inc.

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EXHIBIT INDEX

TO ~~FIRST~~SECOND QUARTER FORM 10-Q

WELLS REAL ESTATE FUND XIII, L.P.

Exhibit Number				Description of Document
10.1				Purchase and Sale Agreement for the sale of 8560 Upland Drive
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 Principal Executive Officer and Principal 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.

Filing Compare · WELLS REAL ESTATE FUND XIII L P