DEALER MANAGER DISTRIBUTION AGREEMENT
BETWEEN WELLS REAL ESTATE FUND XIII AND
WELLS INVESTMENT SECURITIES, INC.
WELLS REAL ESTATE FUND XIII, L.P.
Units of Limited Partnership Interest
Dealer Manager Distribution Agreement
Wells Investment Securities, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Capital, Inc., a Georgia corporation, ("Wells Capital"), and Leo F.
Wells, III ("Wells"), as the general partners (the "General Partners") of Wells
Real Estate Fund XIII, L.P., a Georgia limited partnership (the "Partnership"),
propose that the Partnership issue and sell up to $45,000,000 aggregate
principal amount of units of limited partnership interest ("Units") in the
Partnership. Such Units are to be sold for cash for $10.00 each; the minimum
purchase by any one person shall be 100 Units (except as otherwise indicated in
the Prospectus or in any letter or memorandum from the Partnership to you (the
"Dealer Manager")). Terms not defined herein shall have the same meaning as in
the Prospectus. In connection therewith, the Partnership and the General
Partners hereby agree with the Dealer Manager as follows:
1. Representations and Warranties of the Partnership
The Partnership represents and warrants to the Dealer Manager and each
dealer with whom the Dealer Manager has entered into or will enter into a
Selected Dealer Agreement in the form attached to this Agreement as Exhibit "A"
(said dealers being hereinafter called the "Dealers") that:
1.1 A Registration Statement with respect to the Partnership has been
prepared by the Partnership in accordance with applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Units.
Said Registration Statement, which includes a preliminary prospectus, was filed
with the SEC on October __, 2000. Copies of such Registration Statement and
each amendment thereto have been or will be delivered to the Dealer Manager.
(The Registration Statement and prospectus contained therein, as finally amended
and revised at the effective date of the Registration Statement, are
respectively hereinafter referred to as the "Registration Statement" and the
"Prospectus," except that if the prospectus first filed by the Partnership
pursuant to Rule 424(b) under the Securities Act shall differ from the
Prospectus, the term "Prospectus" shall also include the Prospectus filed
pursuant to Rule 424(b).)
1.2 The Partnership has been duly and validly organized and formed as
a limited partnership under the Revised Uniform Limited Partnership Act of the
State of Georgia with the power and authority to conduct its business as
described in the Prospectus.
1.3 The Registration Statement and Prospectus comply with the
Securities Act and the Rules and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer