(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.

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).

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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

Large Accelerated filer ¨ Accelerated filer ¨ Non-Accelerated filer x Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

only class of common stock, as of ~~April 30,~~July 31, 2009: ~~456,750,731~~472,161,377 shares

Certain statements contained in this Form 10-Q of Wells Real Estate Investment Trust II, Inc. (“Wells REIT II,” “we,” “our” or “us”) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including 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. 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. 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 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, make distributions to stockholders, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in this Form 10-Q and Item 1A in Wells REIT II’s Annual Report on Form 10-K for the year ended December 31, 2008, for a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. The risk factors described herein and in our Annual Report are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also harm our business.


	(Unaudited) March 31, 2009			December 31, 2008			(Unaudited) June 30, 2009			December 31, 2008
Assets:
Real estate assets, at cost:
Land	$	552,802		$	552,698		$	552,802		$	552,698
Buildings and improvements, less accumulated depreciation of $240,841 and $218,866 as of March 31, 2009 and December 31, 2008, respectively		2,904,171			2,921,441
Intangible lease assets, less accumulated amortization of $267,515 and $249,079 as of March 31, 2009 and December 31, 2008, respectively		563,908			585,289
Buildings and improvements, less accumulated depreciation of $262,698 and $218,866 as of June 30, 2009 and December 31, 2008, respectively								3,033,353			2,921,441
Intangible lease assets, less accumulated amortization of $286,139 and $249,079 as of June 30, 2009 and December 31, 2008, respectively								545,624			585,289
Construction in progress		126,002			97,764			63,070			97,764

Total real estate assets		4,146,883			4,157,192			4,194,849			4,157,192
Cash and cash equivalents		93,641			86,334			65,651			86,334
Tenant receivables, net of allowance for doubtful accounts of $733 and $506 as of March 31, 2009 and December 31, 2008, respectively		91,870			89,233
Tenant receivables, net of allowance for doubtful accounts of $1,311 and $506 as of June 30, 2009 and December 31, 2008, respectively								95,782			89,233
Prepaid expenses and other assets		76,049			73,727			28,647			73,727
Deferred financing costs, less accumulated amortization of $2,561 and $2,023 as of March 31, 2009 and December 31, 2008, respectively		4,494			5,019
Intangible lease origination costs, less accumulated amortization of $150,592 and $138,904 as of March 31, 2009 and December 31, 2008, respectively		343,370			356,345
Deferred lease costs, less accumulated amortization of $7,161 and $6,091 as of March 31, 2009 and December 31, 2008, respectively		42,504			42,924
Deferred financing costs, less accumulated amortization of $2,359 and $2,023 as of June 30, 2009 and December 31, 2008, respectively								6,678			5,019
Intangible lease origination costs, less accumulated amortization of $162,101 and $138,904 as of June 30, 2009 and December 31, 2008, respectively								330,358			356,345
Deferred lease costs, less accumulated amortization of $8,259 and $6,091 as of June 30, 2009 and December 31, 2008, respectively								43,119			42,924
Investment in development authority bonds		664,000			664,000			664,000			664,000

Total assets	$	5,462,811		$	5,474,774		$	5,429,084		$	5,474,774

Liabilities:
Lines of credit and notes payable	$	1,242,217		$	1,268,522		$	1,139,355		$	1,268,522
Accounts payable, accrued expenses, and accrued capital expenditures		116,186			130,299			98,327			130,299
Due to affiliates		3,232			9,670			3,601			9,670
Distributions payable		11,877			11,559			11,524			11,559
Deferred income		28,702			31,028			25,592			31,028
Intangible lease liabilities, less accumulated amortization of $38,394 and $34,778 as of March 31, 2009 and December 31, 2008, respectively		112,503			116,145
Intangible lease liabilities, less accumulated amortization of $41,867 and $34,778 as of June 30, 2009 and December 31, 2008, respectively								108,811			116,145
Obligations under capital leases		664,000			664,000			664,000			664,000

Total liabilities		2,178,717			2,231,223			2,051,210			2,231,223
Commitments and Contingencies (Note 4)		—			—
Commitments and Contingencies (Note 5)								—			—
Redeemable Common Stock		656,547			661,340			684,162			661,340
Equity:
Common stock, $0.01 par value; 900,000,000 shares authorized; 453,083,610 and 442,009,370 shares issued and outstanding as of March 31, 2009 and December 31, 2008, respectively		4,531			4,420
Common stock, $0.01 par value; 900,000,000 shares authorized; 468,817,682 and 442,009,370 shares issued and outstanding as of June 30, 2009 and December 31, 2008, respectively								4,688			4,420
Additional paid-in capital		4,041,985			3,943,266			4,182,381			3,943,266
Cumulative distributions in excess of earnings		(754,874	)		(694,751	)		(806,260	)		(694,751	)
Redeemable common stock		(656,547	)		(661,340	)		(684,162	)		(661,340	)
Other comprehensive loss		(12,946	)		(14,812	)		(8,321	)		(14,812	)

Total Wells Real Estate Investment Trust II, Inc. stockholders’ equity		2,622,149			2,576,783			2,688,326			2,576,783
Noncontrolling interests		5,398			5,428			5,386			5,428

Total equity		2,627,547			2,582,211			2,693,712			2,582,211

Total liabilities, redeemable common stock, and equity	$	5,462,811		$	5,474,774		$	5,429,084		$	5,474,774


	(Unaudited) Three Months Ended March 31,						(Unaudited) Three Months Ended June 30,						(Unaudited) Six Months Ended June 30,
	2009			2008			2009			2008			2009			2008
Revenues:
Rental income	$	106,824		$	91,642		$	107,544		$	96,678		$	214,367		$	188,320
Tenant reimbursements		25,871			25,885			26,294			23,903			52,165			49,788
Hotel income		4,356			4,551			5,621			6,645			9,977			11,196
Other property income		286			94			194			675			480			768

		137,337			122,172			139,653			127,901			276,989			250,072
Expenses:
Property operating costs		42,492			39,994			42,395			39,365			84,887			79,357
Hotel operating costs		3,964			3,948			4,222			4,499			8,186			8,447
Asset and property management fees:
Related-party		8,358			8,344			8,414			8,647			16,772			16,991
Other		1,024			973			1,039			1,084			2,062			2,057
Acquisition fees and expenses		8,824			—
Depreciation		21,975			17,500			22,724			18,842			44,700			36,343
Amortization		29,948			29,290			30,309			29,936			60,257			59,226
General and administrative		6,806			5,990			9,214			6,256			16,020			12,245
Acquisition fees and expenses								3,572			—			12,396			—

		123,391			106,039			121,889			108,629			245,280			214,666

Real estate operating income		13,946			16,133			17,764			19,272			31,709			35,406
Other income (expense):
Interest expense		(21,822	)		(14,684	)		(23,394	)		(16,801	)		(45,216	)		(31,485	)
Interest and other income		10,346			2,097			10,295			3,904			20,641			6,001
Loss on foreign currency exchange contract		(582	)		(1,121	)		—			(184	)		(582	)		(1,305	)
Gain on early extinguishment of debt								—			2,971			—			2,971
Gain (loss) on interest rate swaps		4,791			(9,070	)		12,320			8,431			17,111			(639	)

		(7,267	)		(22,778	)		(779	)		(1,679	)		(8,046	)		(24,457	)

Gain (loss) before income tax benefit		6,679			(6,645	)
Income tax benefit		216			293
Income before income tax (expense) benefit								16,985			17,593			23,663			10,949
Income tax (expense) benefit								(140	)		(782	)		77			(489	)

Net income (loss)		6,895			(6,352	)
Less: Net income attributable to noncontrolling interests		(40	)		(1	)
Net income								16,845			16,811			23,740			10,460
Less: Net (income) loss attributable to noncontrolling interests								(63	)		26			(103	)		24

Net income (loss) attributable to Wells Real Estate Investment Trust II, Inc.	$	6,855		$	(6,353	)
Net income attributable to common stockholders of Wells Real Estate Investment Trust II, Inc.							$	16,782		$	16,837		$	23,637		$	10,484

Per-share information – basic and diluted:
Net income (loss) attributable to Wells Real Estate Investment Trust II, Inc.	$	0.02		$	(0.02	)
Net income attributable to common stockholders of Wells Real Estate Investment Trust II, Inc.							$	0.04		$	0.04		$	0.05		$	0.03

Weighted-average common shares outstanding – basic and diluted		446,105			378,525			459,549			397,692			452,864			388,108

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2009 AND 2008 (UNAUDITED)


																				Stockholders’ Equity
																									Additional Paid-In Capital			Cumulative Distributions in Excess of Earnings			Redeemable Common Stock			Other Comprehensive Loss			Total Wells Real Estate Investment Trust II, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Stockholders’ Equity														Noncontrolling		Total
	Common Stock				Additional Paid-In		Cumulative Distributions in Excess of		Redeemable Common		Other Comprehensive		Total Wells Real Estate Investment Trust II, Inc. Stockholders’				Total		Common Stock
	Shares		Amount		Capital		Earnings		Stock		Loss		Equity		Noncontrolling	Interests		Equity			Shares			Amount
Balance, December 31, 2008	442,009		$4,420		$3,943,266		$(694,751	)	$(661,340	)	$(14,812	)	$2,576,783		$5,427		$2,582,210			442,009			$4,420				$3,943,266						$(694,751	)		$(661,340	)		$(14,812	)		$2,576,783			$5,428		$2,582,211
Issuance of common stock	16,145		161		161,285		—		—		—		161,446		—		161,446			33,207			332				331,735					—			—			—			332,067			—		332,067
Redemptions of common stock	(5,070	)	(50	)	(47,162	)	—		—		—		(47,212	)	—		(47,212	)		(6,398	)		(64	)			(60,440			)		—			—			—			(60,504	)		—		(60,504	)
Increase in redeemable common stock	—		—		—		—		4,793		—		4,793		—		4,793			—			—		—			—			(22,822	)		—			(22,822	)		—			(22,822	)
Distributions to common stockholders ($0.30 per share)																				—			—		—			(135,146	)		—			—			(135,146	)		—			(135,146	)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(69	)	(69	)		—			—		—			—			—			—			—			(145	)		(145	)
Distributions to common stockholders ($0.15 per share)	—		—		—		(66,978	)	—		—		(66,978	)	—		(66,978	)
Commissions and discounts on stock sales and related dealer-manager fees	—		—		(13,375	)	—		—		—		(13,375	)	—		(13,375	)		—			—		(27,688	)		—			—			—			(27,688	)		—			(27,688	)
Other offering costs	—		—		(2,029	)	—		—		—		(2,029	)	—		(2,029	)		—			—		(4,492	)		—			—			—			(4,492	)		—			(4,492	)
Components of comprehensive income:
Net income attributable to common stockholders of Wells Real Estate Investment Trust II, Inc.																				—			—		—			23,637			—			—			23,637			—			23,637
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		40		40			—			—		—			—			—			—			—			103			103
Net income attributable to Wells Real Estate Investment Trust II, Inc.	—		—		—		6,855		—		—		6,855		—		6,855
Foreign currency translation adjustment	—		—		—		—		—		(158	)	(158	)	—		(158	)		—			—		—			—			—			251			251			—			251
Market value adjustment to interest rate swap	—		—		—		—		—		2,024		2,024		—		2,024			—			—		—			—			—			6,240			6,240			—			6,240

Comprehensive income	—		—		—		—		—		—		8,721		40		8,761			—			—		—			—			—			—			30,128			103			30,231

Balance, March 31, 2009	453,084		$4,531		$4,041,985		$(754,874	)	$(656,547	)	$(12,946	)	$2,622,149		$5,398		$2,627,547
Balance, June 30, 2009																				468,818			$4,688		$4,182,381			$(806,260	)		$(684,162	)		$(8,321	)		$2,688,326			$5,386			$2,693,712


																				Stockholders’ Equity
																									Additional Paid-In Capital			Cumulative Distributions in Excess of Earnings			Redeemable Common Stock			Other Comprehensive Loss			Total Wells Real Estate Investment Trust II, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Stockholders’ Equity														Noncontrolling Interests		Total Equity
	Common Stock				Additional Paid-In		Cumulative Distributions in Excess of		Redeemable Common		Other Comprehensive		Total Wells Real Estate Investment Trust II, Inc. Stockholders’						Common Stock
	Shares		Amount		Capital		Earnings		Stock		Loss		Equity						Shares			Amount
Balance, December 31, 2007	371,510		$3,715		$3,311,895		$(427,857	)	$(596,464	)	$(3,369	)	$2,287,920			$3,073		$2,290,993			371,510			$3,715						$3,311,895			$(427,857	)		$(596,464	)		$(3,369	)		$2,287,920			$3,073		$2,290,993
Issuance of common stock	18,662		187		186,429		—		—		—		186,616			—		186,616			42,208			422						421,656			—			—			—			422,078			—		422,078
Redemptions of common stock	(2,369	)	(24	)	(22,311	)	—		—		—		(22,335	)	—		(22,335	)		(4,851	)		(48	)			(45,522			)		—			—			—			(45,570	)		—		(45,570	)
Decrease in redeemable common stock	—		—		—		—		(28,533	)	—		(28,533	)	—		(28,533	)
Increase in redeemable common stock																				—			—		—			—			(50,649	)		—			(50,649	)		—			(50,649	)
Assumption of minority interest in consolidated joint venture																				—			—		—			—			—			—			—			(800	)		(800	)
Distributions to common stockholders ($0.30 per share)																				—			—		—			(115,728	)		—			—			(115,728	)		—			(115,728	)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(4	)	(4	)		—			—		—			—			—			—			—			(13	)		(13	)
Distributions to common stockholders ($0.15 per share)	—		—		—		(56,746	)	—		—		(56,746	)	—		(56,746	)
Commissions and discounts on stock sales and related dealer-manager fees	—		—		(15,997	)	—		—		—		(15,997	)	—		(15,997	)		—			—		(36,553	)		—			—			—			(36,553	)		—			(36,553	)
Other offering costs	—		—		(2,406	)	—		—		—		(2,406	)	—		(2,406	)		—			—		(4,915	)		—			—			—			(4,915	)		—			(4,915	)
Components of comprehensive income:
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		1		1
Net loss attributable to Wells Real Estate Investment Trust II, Inc.	—		—		—		(6,353	)	—		—		(6,353	)	—		(6,353	)
Net income attributable to common stockholders of Wells Real Estate Investment Trust II, Inc.																				—			—		—			10,484			—			—			10,484			—			10,484
Net loss attributable to noncontrolling interests																				—			—		—			—			—			—			—			(24	)		(24	)
Foreign currency translation adjustment	—		—		—		—		—		(1	)	(1	)	—		(1	)		—			—		—			—			—			(11	)		(11	)		—			(11	)
Market value adjustment to interest rate swap	—		—		—		—		—		(3,238	)	(3,238	)	—		(3,238	)		—			—		—			—			—			(142	)		(142	)		—			(142	)

Comprehensive loss	—		—		—		—		—		—		(9,592	)	1		(9,591	)
Comprehensive income (loss)																				—			—		—			—			—			—			10,331			(24	)		10,307

Balance, March 31, 2008	387,803		$3,878		$3,457,610		$(490,956	)	$(624,997	)	$(6,608	)	$2,338,927		$3,070		$2,341,997
Balance, June 30, 2008																				408,867			$4,089		$3,646,561			$(533,101	)		$(647,113	)		$(3,522	)		$2,466,914			$2,236			$2,469,150


	(unaudited) Three months ended March 31,						(unaudited) Six months ended June 30,
	2009			2008			2009			2008
Cash Flows from Operating Activities:
Net income (loss)	$	6,895		$	(6,352	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	23,740		$	10,460
Adjustments to reconcile net income to net cash provided by operating activities:
Straight-line rental income		(2,414	)		(4,028	)		(6,239	)		(8,058	)
Depreciation		21,975			17,500			44,700			36,343
Amortization		31,582			31,795			63,448			64,122
(Gain) loss on interest rate swaps		(6,885	)		9,070			(21,392	)		639
Remeasurement loss on foreign currency		849			—
Remeasurement gain on foreign currency								(538	)		—
Loss on foreign currency exchange contract		582			1,121			582			1,305
Noncash interest expense		3,769			3,748			8,214			7,413
Gain on early extinguishment of debt								—			(2,971	)
Changes in assets and liabilities:
Decrease (increase) in tenant receivables, net		50			(2,168	)
Decrease in tenant receivables, net								256			35
Decrease (increase) in prepaid expenses and other assets		5,489			(1,197	)		7,650			(4,768	)
(Decrease) increase in accounts payable and accrued expenses		(2,107	)		4,068			(4,214	)		5,877
Decrease in due to affiliates		(4,817	)		(2,453	)		(4,563	)		(6,337	)
(Decrease) increase in deferred income		(2,326	)		3,588			(5,436	)		3,158

Net cash provided by operating activities		52,642			54,692			106,208			107,218
Cash Flows from Investing Activities:
Investment in real estate and earnest money paid		(46,448	)		(80,966	)
Investment in real estate and related deposits								(88,321	)		(378,183	)
Release of escrowed funds		—			18,848			—			18,848
Acquisition fees paid		—			(5,278	)		—			(9,920	)
Deferred lease costs paid		(1,112	)		(1,277	)		(2,772	)		(2,308	)

Net cash used in investing activities		(47,560	)		(68,673	)		(91,093	)		(371,563	)
Cash Flows from Financing Activities:
Deferred financing costs paid		—			(1,218	)		(3,301	)		(1,241	)
Proceeds from lines of credit and notes payable		3,206			100,802			294,206			259,223
Repayments of lines of credit and notes payable		(31,535	)		(108,208	)		(429,696	)		(217,094	)
Distributions paid to noncontrolling interests		(69	)		(4	)		(145	)		(13	)
Issuance of common stock		159,750			184,668			328,434			418,088
Redemptions of common stock		(47,212	)		(21,936	)		(60,504	)		(45,174	)
Distributions paid to stockholders		(66,660	)		(56,324	)		(135,181	)		(115,413	)
Commissions on stock sales and related dealer-manager fees paid		(11,677	)		(15,318	)		(24,162	)		(33,479	)
Other offering costs paid		(3,652	)		(4,041	)		(5,891	)		(6,509	)

Net cash provided by financing activities		2,151			78,421
Net cash (used in) provided by financing activities								(36,240	)		258,388

Net increase in cash and cash equivalents		7,233			64,440
Net decrease in cash and cash equivalents								(21,125	)		(5,957	)
Effect of foreign exchange rate on cash and cash equivalents		74			(3	)		442			(12	)
Cash and cash equivalents, beginning of period		86,334			47,513			86,334			47,513

Cash and cash equivalents, end of period	$	93,641		$	111,950		$	65,651		$	41,544

Wells Real Estate Investment Trust II, Inc. (“Wells REIT II”) is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. Wells REIT II engages in the acquisition and ownership of commercial real estate properties, including properties that are under construction, are newly constructed, or have operating histories. Wells REIT II was incorporated on July 3, 2003 and commenced operations on January 22, 2004. Wells REIT II conducts business primarily through Wells Operating Partnership II, L.P. (“Wells OP II”), a Delaware limited partnership. Wells REIT II is the sole general partner of Wells OP II and possesses full legal control and authority over the operations of Wells OP II. Wells REIT II owns more than 99.9% of the equity interests in Wells OP II. Wells Capital, Inc. (“Wells Capital”), the external advisor to Wells REIT II, is the sole limited partner of Wells OP II. Wells OP II acquires, develops, owns, leases, and operates real properties directly, through wholly owned subsidiaries or through joint ventures. References to Wells REIT II herein shall include Wells REIT II and all subsidiaries of Wells REIT II, including consolidated joint ventures, Wells OP II, and Wells OP II’s direct and indirect subsidiaries. See Note 67 for a discussion of the advisory services provided by Wells Capital.

As of ~~March 31,~~June 30, 2009, Wells REIT II owned controlling interests in 6365 office properties, one industrial ~~building,~~property and one hotel, which include 85 operational buildings and ~~one office property~~two buildings that are currently under ~~construction, comprising~~construction. These properties have approximately ~~20.1~~20.6 million square feet of commercial space and are located in 23 states, ~~and~~ the District of ~~Columbia.~~Columbia and Moscow, Russia. Of these properties, 6263 are wholly owned and four are owned through consolidated joint ventures. As of ~~March 31,~~June 30, 2009, the operational office and industrial properties were approximately ~~97.2%~~96.8% leased.

On December 1, 2003, Wells REIT II commenced its initial public offering of up to 785.0 million shares of common stock, of which 185.0 million shares were reserved for issuance through Wells REIT II’s dividend reinvestment plan (“DRP”), pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. Except for continuing to offer shares for sale through its DRP, Wells REIT II stopped offering shares for sale under its initial public offering on November 26, 2005. Wells REIT II raised gross offering proceeds of approximately $2.0 billion from the sale of approximately 197.1 million shares under its initial public offering, including shares sold under the DRP through March 2006. On November 10, 2005, Wells REIT II commenced a follow-on offering of up to 300.6 million shares of common stock, of which 0.6 million shares were reserved for issuance under Wells REIT II’s DRP, pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. On April 14, 2006, Wells REIT II amended the aforementioned registration statements to offer in a combined prospectus 300.6 million shares registered under the follow-on offering and 174.4 million unsold shares related to the DRP originally registered under the initial public offering. Wells REIT II raised gross offering proceeds of approximately $2.6 billion from the sale of approximately 257.6 million shares under its follow-on offering, including shares sold under the DRP through November 2008.

On July 9, 2007, Wells REIT II filed a Registration Statement on Form S-11 with the Securities and Exchange Commission (“SEC”) to register a third public offering of up to 375.0 million shares of common stock (the “Third Offering”). Pursuant to the Third Offering registration statement, as amended, Wells REIT II is offering up to 300.0 million shares of common stock in a primary offering for $10 per share, with discounts available to certain categories of purchasers. Wells REIT II is also offering up to 75.0 million shares pursuant to its DRP at a purchase price equal to the higher of $9.55 per share or 95% of the estimated value of a share of its common stock. The Third Offering registration statement was declared effective by the SEC on October 1, 2008, and offering activities commenced promptly thereafter. Wells REIT II stopped offering shares for sale under the follow-on offering on November 10, 2008 and began accepting subscriptions under the Third Offering on November 11, 2008. As of ~~March 31,~~June 30, 2009, Wells REIT II had raised gross offering proceeds of approximately ~~$0.3~~$0.4 billion from the sale of approximately ~~27.2~~44.3 million shares under the Third Offering, including shares sold under the DRP.

As of ~~March 31,~~June 30, 2009, Wells REIT II had raised gross offering proceeds from the sale of common stock under the initial public offering and follow-on offerings of approximately ~~$4.8~~$5.0 billion. After deductions from such gross offering proceeds for payments of acquisition fees of approximately ~~$95.8~~$99.2 million; selling commissions and dealer-manager fees of approximately ~~$437.2~~$451.5 million; other organization and offering expenses of approximately ~~$64.7~~$67.2 million; and common stock redemptions of approximately ~~$288.4~~$301.7 million under the share redemption program, Wells REIT II had received aggregate net offering proceeds of approximately ~~$3.9~~$4.1 billion. Substantially all of Wells REIT II’s net offering proceeds have been invested in real properties and related assets. As of ~~March 31,~~June 30, 2009, approximately ~~280.6~~267.5 million shares remain available for sale to the public under the Third Offering, exclusive of shares available under the DRP.

Wells REIT II’s stock is not listed on a public securities exchange. However, Wells REIT II’s charter requires that in the event Wells REIT II’s stock is not listed on a national securities exchange by October 2015, Wells REIT II must either seek stockholder approval to extend or amend this listing deadline or seek stockholder approval to begin liquidating investments and distributing the resulting proceeds to the stockholders. If Wells REIT II seeks stockholder approval to extend or amend this listing date and does not obtain it, Wells REIT II will then be required to seek stockholder approval to liquidate. In this circumstance, if Wells REIT II seeks and does not obtain approval to liquidate, Wells REIT II will not be required to list or liquidate and could continue to operate indefinitely as an unlisted company.

The consolidated financial statements of Wells REIT II 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 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 management, the statements for these unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Results for these interim periods are not necessarily indicative of a full year’s results. Wells REIT II’s consolidated financial statements include the accounts of Wells REIT II, Wells OP II, and any variable interest entity in which Wells REIT II or Wells OP II was deemed the primary beneficiary. For further information, refer to the financial statements and footnotes included in Wells REIT II’s Annual Report on Form 10-K for the year ended December 31, 2008.

Wells REIT II ~~has entered~~enters into interest rate ~~swaps in order~~swap contracts to mitigate its interest rate risk on the related financial instruments. Wells REIT II does not enter into derivative or interest rate transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. Wells REIT II records the fair value of its interest rate ~~swap agreements~~swaps either as ~~either~~ prepaid expenses and other assets or as accounts payable, accrued expenses, and accrued capital expenditures. Changes in the fair value of the effective portion of an interest rate ~~swap agreement~~swaps that isare designated as ~~a hedge is~~hedges are recorded as other comprehensive income (loss), while changes in the ~~accompanying consolidated statements~~fair value of ~~equity. The~~the ineffective portion of ~~the~~a hedge, if any, is recognized currently in ~~current earnings during the period of change in fair value.~~earnings. Changes in the fair value of interest rate ~~swap agreements~~swaps that do not qualify for hedge accounting treatment are recorded as gain (loss) on interest rate ~~swaps in the accompanying consolidated statements of operations.~~swaps. Amounts received or paid under interest rate swap agreements are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain (loss) on interest rate swaps for contracts that do not qualify for hedge accounting treatment. For the three and six months ended June 30, 2009, net payments of $2.2 million and $4.3 million, respectively, are included in gain (loss) on interest rate swaps for interest rate ~~swaps~~swap agreements that do not qualify for hedge accounting ~~treatment, and are recorded as interest expense for~~treatment. For additional information about interest rate ~~swaps~~swap contracts that ~~do qualify for~~Wells REIT II has outstanding, see Fair Value Measurements on page 10 and Item 3. Quantitative and Qualitative Disclosures About Market Risk.

On October 2, 2007, Wells REIT II entered into a foreign currency exchange contract to hedge ~~accounting treatment. For~~its exposure to fluctuations in the ~~three months ended March~~U.S. dollar to Russian rouble exchange rate in connection with a Russian rouble denominated contract to purchase Dvintsev Business Center – Tower B upon completion of construction. The foreign currency exchange contract was

indexed against a requirement to purchase 802.4 million Russian roubles at a fixed price of $0.04 per Russian rouble. As of December 31, ~~2009, net payments~~2008, Wells REIT II estimated the fair value of ~~$2.1~~this contract equal to a liability of approximately $7.6 million, ~~are~~which is included in ~~gain (loss) on interest rate swaps on~~accounts payable, accrued expenses, and accrued capital expenditures in the accompanying consolidated ~~statements~~balance sheets. This contract was settled on April 1, 2009 for a payment of ~~operations.~~approximately $8.2 million to the counterparty.

Wells REIT II estimates the fair value of its assets and liabilities (where currently required under GAAP) consistent with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value Measurements (“SFAS 157”), which became effective for financial assets and liabilities on January 1, 2008 and for non-financial and nonrecurring assets and liabilities on January 1, 2009. Under this standard, fair value is defined as the price that would be received upon sale of an asset or paid upon

transfer of a liability in an orderly transaction between market participants at the measurement date. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, SFAS 157 provides the following fair value technique parameters and hierarchy, depending upon availability:

Level 1 – Assets or liabilities for which the identical term is traded on an active exchange, such as publicly traded instruments or futures contracts.

Level 2 – Assets and liabilities valued based on observable market data for similar instruments.

Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may be internally developed. Significant assumptions may include risk premiums that a market participant would consider.

Wells REIT II applied the provisions of SFAS 157 in recording its interest rate swaps and foreign currency exchange contract at fair value. The valuation of the interest rate swaps and foreign currency hedge contract is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The following table presents information about Wells REIT II’s assets and liabilities measured at fair value on a recurring basis as of ~~March~~June 30, 2009 and December 31, ~~2009,~~2008, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands):


	Fair Value Measurements as of March 31, 2009								Fair Value Measurements as of June 30, 2009									Fair Value Measurements as of December 31, 2008
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total		Level 1		Level 2			Level 3
Liabilities:
Lines of credit and notes payable⁽¹⁾									$	1,077,612	$	—	$	1,077,612		$	—	$	1,196,205	$	—	$	1,196,205		$	—
Interest rate swaps(2)									$	37,746	$	—	$	37,746	⁽³⁾	$	—	$	65,378	$	—	$	65,378	⁽⁴⁾	$	—
Foreign currency exchange contract	$	8,221	$	—	$	8,221	$	—										$	7,638	$	—	$	7,638	⁽⁵⁾	$	—
Interest rate swaps(2)	$	56,470	$	—	$	56,470	$	—

⁽³⁾

The balance relates to $29,342 of interest rate swaps that do not qualify for hedge accounting treatment and $8,404 that do qualify for cash flow hedge accounting treatment. Wells REIT II records the fair value of these interest rate swaps in accounts payable, accrued expenses, and accrued capital expenditures in the accompanying consolidated balance sheets.

Wells REIT II has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and has operated as such beginning with its taxable year ended December 31, 2003. To qualify as a REIT, Wells REIT II must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, as defined by the Code, to its stockholders. As a REIT, Wells REIT II generally is not subject to income tax on income it distributes to stockholders. Wells REIT II is subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in the accompanying consolidated financial statements.

Wells TRS II, LLC (“Wells TRS”) is a wholly owned subsidiary of Wells REIT II and is organized as a Delaware limited liability company and operates, among other things, a full-service hotel. Wells REIT II has elected to treat Wells TRS as a taxable REIT subsidiary. Wells REIT II may perform certain additional, ~~non-customary~~noncustomary services for tenants of its buildings through Wells TRS; however, any earnings related to such services are subject to federal and state income taxes. In addition, for Wells REIT II to continue to qualify as a REIT, Wells REIT II must limit its investments in taxable REIT subsidiaries to 25% of the value of the total assets of Wells REIT II for 2009 (20% of the value of the total assets of Wells REIT II for 2008). Deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences reverse. Wells REIT II records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.

Wells REIT II’s net income is understated by ~~$2.2~~$0.4 million and $2.6 million for the three and six months ended ~~March 31, 2008.~~June 30, 2008, respectively. Wells REIT II recorded a gain in the third quarter of 2008 related to prior periods to correct the cumulative losses previously reported on a foreign currency exchange contract. Wells REIT II ~~adjusts~~adjusted the basis of its foreign currency exchange contract to fair value based on estimates provided

by the counterparty to the contract. During the period from October 2007 through June 2008, the estimates provided by the counterparty were incorrect. ~~We believe~~Wells REIT II believes that the understatement of net income for the three months and six months ended ~~March 31,~~June 30, 2008 is not material to Wells REIT II’s consolidated financial statements. In making this assessment, Wells REIT II has considered qualitative and quantitative factors, including the ~~non-cash~~noncash nature of this activity and Wells REIT II’s substantial equity balances at the end of the period affected.

Wells REIT II has reclassified the impact of straight-line rental income to a separate adjustment to reconcile net income (loss) to net cash provided by operating activities in the accompanying consolidated statements of cash flows for all periods presented. Previously, the impact of straight-line rental income was included within ~~increase~~(increase) decrease in tenant receivables, net on the accompanying consolidated statements of cash flows. Wells REIT II also reclassified other property income to a separate adjustment for all periods presented. Previously, the impact of other property income was presented net in property operating costs on the accompanying consolidated statements of operations.

~~SFAS No. 141(R)~~~~Business Combinations~~ (“SFAS 141(R)”) became effective for Wells REIT II on January 1, 2009. Among other things, SFAS 141(R) requires Wells REIT II to expense transaction costs for property acquisitions as incurred and to record pre-acquisition contingencies and purchase price contingencies at fair value as of the acquisition date. In ~~connection with adopting SFAS 141(R), Wells REIT II expensed approximately $8.8 million of acquisition fees and expenses during the three months ended March 31,~~May 2009, ~~of which $3.2 million relates to acquisition fees payable to Wells Capital for the current period and $5.6 million relates to pre-acquisition costs incurred in prior periods.~~

~~In December 2007,~~ the Financial Accounting Standards Board (“FASB”) issued SFAS No. ~~160,~~165,~~Noncontrolling Interests in Consolidated Financial Statements~~Subsequent Events (“SFAS ~~160”~~165”). SFAS ~~160 requires, among other things, (i) noncontrolling ownership interests~~165 provides guidance on management’s assessment of subsequent events. SFAS 165 clarifies U.S. auditing literature and states that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date “through the date that the financial statements are issued or are available to be ~~classified as equity, instead~~issued.” SFAS 165 allows the assessment of ~~as a minority interest component of mezzanine equity, and (ii) earnings from noncontrolling interests~~subsequent events to occur through the date on which the financial statements are “available to be ~~included in earnings from consolidated subsidiaries with an additional disclosure~~issued” or the date they are issued; however, management must also disclose the date through which events or transactions have been evaluated. Management must perform its assessment for both interim and annual financial reporting periods. SFAS 165 is effective prospectively for interim and annual periods ending after June 15, 2009. The adoption of ~~the allocation of such earnings between controlling and noncontrolling interests~~SFAS 165 did not have a material impact on ~~the face of the statement of operations. SFAS 160 was effective for~~ Wells REIT ~~II beginning January 1, 2009. In connection with adopting SFAS 160, Wells REIT II reclassified minority interest to noncontrolling interests, a component of permanent equity on the accompanying~~II’s consolidated ~~balance sheets and reclassified minority interest in earnings to net income attributable to noncontrolling interests on the accompanying consolidated~~financial statements ~~of operations~~or disclosures. See Note 8 for ~~all periods presented.~~required subsequent event disclosures.

In ~~March 2008,~~June 2009, the FASB issued SFAS No. ~~161,~~168,~~Disclosures about Derivative Instruments~~The FASB Accounting Standards Codification and ~~Hedging Activities- an amendment to FASB Statement No. 133~~the Hierarchy of Generally Accepted Accounting Principles (“SFAS ~~161”~~168”). SFAS ~~161~~168 requires ~~additional disclosures about an entity’s derivative and hedging activities including, (i) descriptions~~that the FASB Accounting Standards Codification become the source of ~~how and why~~authoritative U.S. GAAP recognized by the ~~entity uses derivative instruments, (ii) how such instruments are accounted for under~~FASB to be applied by nongovernmental entities. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding SFAS No. ~~133, and (iii) how derivative instruments affect the entity’s financial position, operations, and cash flows.~~162,The Hierarchy of Generally Accepted Accounting Principles. SFAS ~~161 was~~168 is effective for ~~Wells REIT II beginning January 1,~~financial statements issued for interim and annual periods ending after September 15, 2009. Wells REIT II ~~does not believe~~expects that the adoption of SFAS ~~161 had~~168 will not have a ~~material financial~~significant impact on its consolidated financial statements ~~(See Interest Rate Swap Agreements section~~or disclosures.

As of June 30, 2009, Wells REIT II owned interests in 67 properties as a result of acquiring the properties described below in the second quarter of 2009 and acquiring 65 properties in prior periods.

On May 29, 2009, Wells REIT II acquired a newly constructed, nine-story office tower containing approximately 145,000 rentable square feet and located in Moscow, Russia (“Dvintsev Business Center – Tower B”) for total capitalized costs of $67.1 million from the developer who is an unrelated third party. As of June 30, 2009, Wells REIT II had funded approximately $59.3 million of the capitalized costs through a combination of borrowings under the Bank Zenit loan (see Note 4) and cash, and anticipates funding the remaining approximately $7.8 million in the third quarter of 2009. Wells REIT II may owe additional purchase consideration pursuant to an earn-out agreement under which the developer would be compensated for securing qualified leases, as defined, for currently vacant space within two years of the closing. Additionally, Wells REIT II has reimbursed the developer for $6.1 million of value-added taxes paid on ~~page 9.~~construction materials that are recorded as prepaid expenses and other assets on the accompanying consolidated balance sheet as of June 30, 2009. Wells REIT II is in the process of filing for reimbursement of these payments from the local taxing authority. As of June 30, 2009, approximately 38% of Dvintsev Business Center – Tower B was leased to Nokia Siemens Networks under an economically triple-net lease for a period of 10 years with the option to extend for an additional seven years at then-prevailing market rental rates.

On May 29, 2009, Wells REIT II completed construction of a five-story office building containing approximately 424,000 square feet and located in Cranberry, Pennsylvania (“Cranberry Woods – Phase I”) for total construction costs of approximately $96.4 million. This building is 100% leased to Westinghouse Electric Company, LLC under an economically triple-net lease at rental rates determined as a factor of total construction costs. The lease is for a term of 15 years with options to extend for three successive periods of up to five years each at then-prevailing market rental rates. The final phase of this project is currently under construction and is anticipated to be completed in 2010 (see Note 5).

As of ~~March 31,~~June 30, 2009 and December 31, 2008, Wells REIT II had the following indebtedness outstanding (in thousands):


Facility	March 31, 2009		December 31, 2008		June 30, 2009		December 31, 2008
Wachovia Line of Credit	$	269,000	$	300,000	$	229,000	$	300,000
222 E. 41^st Street Building mortgage note		145,247		142,850		147,739		142,850
100 East Pratt Street Building mortgage note		105,000		105,000		105,000		105,000
Wachovia Term Loan		100,000		100,000
Wildwood Buildings mortgage note		90,000		90,000		90,000		90,000
5 Houston Center Building mortgage note		90,000		90,000		90,000		90,000
Manhattan Towers Building mortgage note		75,000		75,000		75,000		75,000
80 Park Plaza Building mortgage note		54,214		53,323		55,120		53,323
263 Shuman Boulevard Building mortgage note		49,000		49,000		49,000		49,000
800 North Frederick Building mortgage note		46,400		46,400		46,400		46,400
One West Fourth Street Building mortgage note		44,742		45,174		44,304		45,174
SanTan Corporate Center mortgage note		39,000		39,000		39,000		39,000
Highland Landmark Building mortgage note		33,840		33,840		33,840		33,840
Bank of America Term Loan						33,333		—
Three Glenlake Building mortgage note		25,187		25,121		25,259		25,121
One and Four Robbins Road Buildings mortgage note		23,000		23,000		23,000		23,000
215 Diehl Road Building mortgage note		21,000		21,000		21,000		21,000
1580 West Nursery Road Buildings mortgage note		20,397		20,604		20,196		20,604
Bank Zenit Line of Credit (11.61%)		5,898		6,828
Bank Zenit Line of Credit (14.00%)		5,292		2,382
Bank Zenit loan (11.61%)						6,411		6,828
Bank Zenit loan (14.00%)						5,753		2,382
Wachovia Term Loan						—		100,000

Total indebtedness	$	1,242,217	$	1,268,522	$	1,139,355	$	1,268,522

~~During the three months ended March 31,~~On May 7, 2009, Wells REIT II ~~repaid $31.0~~amended and restated the credit facility that it entered into with a syndicate of banks led by Wachovia/Wells Fargo in May 2005 to allow Wells REIT II to borrow up to $245.0 million under a one-year, unsecured revolving credit agreement (the “Wachovia Line of Credit”).

The amended and restated credit facility provides for interest costs to be incurred based on, at the option of Wells REIT II, the London Interbank Offered Rate (“LIBOR”) for 7- or 30-day periods, which is subject to a 2.00% floor, plus an applicable margin ranging from 3.00% to 3.75% (the “LIBOR Indexed Rate”) or at the floating base rate, plus an applicable margin ranging from 2.00% to 2.75% (the “Base Indexed Rate”). The base rate for any day is the greatest of the lenders’ prime rate, as defined, for such day, the federal funds rate for such day plus 0.50%, and the one-month adjusted eurodollar rate, which is also subject to a 2.00% floor, for such day plus 1.00%. The margin component of the LIBOR Indexed Rate and the Base Indexed Rate is based on the ratio of Wells REIT II’s debt to total asset value, as defined.

Under the amended and restated Wachovia Line of Credit, accrued interest is payable in arrears on the first day of each calendar month. Wells REIT II is required to repay all outstanding principal balances and accrued interest on May 7, 2010. Wells REIT II may repay and close the Wachovia Line of ~~Credit.~~ Credit at any time without premium or penalty; however, unused fees are incurred at a rate of 0.35% of the available capacity for the entire time the credit agreement is in effect.

In addition, the amended and restated Wachovia Line of Credit contains, among others, the following restrictive covenants:

Wells REIT II may borrow up to 50% of the unencumbered asset value. Unencumbered asset value is calculated as the annualized net operating income of the lender-approved unencumbered properties owned for more than two consecutive fiscal quarters divided by 9.00%, plus the book value, computed in accordance with GAAP, of such properties acquired during the most recently ended two fiscal quarters, plus the GAAP book value of construction-in-process properties included in the lender-approved unencumbered properties.

On May 7, 2009, Wells REIT II also entered into a $50.0 million, three-month, unsecured term loan facility with Bank of America, N.A., which matures on August 5, 2009 and provides for interest costs to be incurred, at the option of Wells REIT II, at the LIBOR Indexed Rate or at the Base Indexed Rate, both as reset daily (the “Bank of America Term Loan”). The margin component of the LIBOR Indexed Rate and the Base Indexed Rate is based on the ratio of Wells REIT II’s debt to total asset value, as defined. Wells REIT II is required to make monthly principal payments of approximately $16.67 million, plus interest payments. Accrued interest is payable in arrears on the first day of each calendar month, upon any prepayment and at maturity. Wells REIT II may prepay the loan at any time without premium or penalty. As of July 31, 2009, the Bank of America Term Loan had been repaid in full.

During the ~~three~~six months ended ~~March 31,~~June 30, 2009 and 2008, Wells REIT II made interest payments, including amounts capitalized, of approximately ~~$10.4~~$21.7 million and ~~$9.6~~$19.8 million, respectively.

On August 1, 2007, Wells REIT II entered into a development agreement with an unrelated third party for the purpose of constructing three office buildings comprised of approximately 824,000 rentable square feet and located in Cranberry, Pennsylvania (the “Cranberry Woods ~~Drive Buildings”~~Development Project”) for approximately $187.6 million. AsThe first phase of March 31, 2009, Wells REIT II had incurred and capitalized as land and construction in progress approximately $135.6 million and estimated incurring additional costs of approximately $52.0 million to complete the ~~project. The~~ Cranberry Woods ~~Drive Buildings are scheduled to be~~Development Project was completed in May 2009 (see Note 3). The second and final phase of Cranberry Woods Development Project entails two ~~phases, with approximately 424,000 rentable square feet to be completed in 2009 and~~buildings containing approximately 400,000 rentable square feet and is estimated to be completed in 2010. Upon completion of construction, the Cranberry Woods ~~Drive Buildings~~Development Project will be 100% leased to Westinghouse Electric Company, LLC at rental rates to be determined based on total construction costs.

~~On October 2, 2007,~~ As of June 30, 2009, Wells REIT II ~~acquired 100%~~had incurred and capitalized costs to complete the final phase of ~~Wells International RE II Limited, a Cypriot corporation that is party to a shared construction agreement with an unrelated entity for~~ the ~~development~~Cranberry Woods Development Project of ~~a nine-story office tower containing~~ approximately ~~145,000 rentable square feet in Moscow, Russia (“Dvintsev Business Center – Tower B”). Wells REIT II anticipates acquiring Dvintsev Business Center – Tower B following the completion~~$70.1 million and estimates incurring additional costs of ~~construction in the second quarter of 2009 for~~ approximately ~~$74.9 million, of which approximately $56.8 million had been funded as of March 31, 2009. In addition to the remaining approximately $18.1~~$21.1 million to ~~be paid under this contract, Wells REIT II may owe additional purchase consideration pursuant to an earn-out agreement under which~~complete the ~~developer would be compensated for securing qualified leases, as defined, for currently vacant space within two years of closing.~~

In connection with the future acquisition of the Dvintsev Business Center – Tower B, Wells REIT II entered into a foreign currency exchange contract to hedge its exposure to fluctuations in the U.S. dollar to Russian rouble exchange rate. This contract is indexed against a requirement to purchase 802.4 million Russian roubles at a fixed price of $0.04 per Russian rouble and was settled on April 1, 2009 for a payment of $8.2 million to the counterparty. As of March 31, 2009 and December 31, 2008, Wells REIT II estimated the fair value of this contract equal to a liability of approximately $8.2 million and $7.6 million, respectively, which is included in accounts payable, accrued expenses, and accrued capital expenditures in the accompanying consolidated balance sheets.project.

Certain lease agreements include provisions that, at the option of the tenant, may obligate Wells REIT II to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant. As of ~~March 31,~~June 30, 2009, no tenants have exercised such options that had not been materially satisfied.

From time to time, Wells REIT II is party to legal proceedings, which arise in the ordinary course of its business. Wells REIT II is not currently involved in any legal proceedings for which the outcome is reasonably likely to have a material adverse effect on the results of operations or financial condition of Wells REIT II. Wells REIT II is not aware of any such legal proceedings contemplated by governmental authorities.

In September 2008, Wells REIT II entered into a contract with the developer of a building adjacent to the 5 Houston Center Building that grants a perpetual easement between the two buildings to the developer in consideration for $12.0 million payable to Wells REIT II in two nonrefundable installments. Upon execution of the contract, Wells REIT II received the first installment of $6.0 million, which is recorded as deferred income in the accompanying consolidated balance sheets. Upon the earlier of the completion of the steel frame of the adjacent building or March 2010, the second installment will become payable and both payments will be recognized as income.

Outlined below are significant noncash investing and financing transactions for the ~~three~~six months ended ~~March 31,~~June 30, 2009 and 2008 (in thousands):


	Three months ended March 31,						Six months ended June 30,
	2009			2008			2009		2008
Acquisition fees applied to real estate assets	$	—		$	3,341	⁽¹⁾	$	—	$	8,345	⁽¹⁾

Assumption of investment in development authority bonds and obligations under capital leases							$	—	$	216,000

Assumption of minority interest in consolidated joint venture							$	—	$	800

Other liabilities assumed upon acquisition of properties	$	—		$	115		$	—	$	115

Noncash interest expense accruing to notes payable							$	6,824	$	6,270

Market value adjustment to interest rate swap that qualifies for hedge accounting treatment	$	2,024		$	(3,238	)	$	6,240	$	142

Accrued capital expenditures and deferred lease costs	$	10,741		$	6,543		$	13,495	$	10,455

Accrued redemptions of common stock	$	—		$	152		$	—	$	150

Acquisition fees due to affiliate	$	—		$	153	⁽¹⁾
Acquisition fees due to affiliate⁽¹⁾							$	155	$	179

Commissions on stock sales and related dealer-manager fees due to affiliate	$	1,136		$	631		$	1,027	$	984

Other offering costs due to affiliate	$	592		$	766		$	816	$	807

Distributions payable	$	11,877		$	10,132		$	11,524	$	10,025

Discounts applied to issuance of common stock	$	1,696		$	1,948		$	3,633	$	3,990

(Decrease) increase in redeemable common stock	$	(4,793	)	$	28,533
Increase in redeemable common stock							$	22,822	$	50,649

Wells REIT II and Wells Capital are party to an advisory agreement (the “Advisory Agreement”) ~~under which~~. As in effect at June 30, 2009, the Advisory Agreement provides that Wells Capital receives the following fees and reimbursements:

Either party may terminate the Advisory Agreement without cause or penalty upon providing 60 days’ prior written notice to the other. Under the terms of the Advisory Agreement, Wells REIT II is required to reimburse Wells Capital for certain organization and offering costs up to the lesser of actual expenses or 2% of gross equity proceeds raised. As of ~~March 31,~~June 30, 2009, Wells REIT II has incurred and charged to additional paid-in capital cumulative other offering costs of approximately $31.7 million related to the initial public offering, $28.8 million related to the follow-on offering, and ~~$4.2~~$6.7 million related to the Third Offering, which represents approximately 1.6%, 1.1%, and ~~1.6%~~1.5% of cumulative gross proceeds raised by Wells REIT II under each offering, respectively. On June 29, 2009, Wells REIT II renewed its advisory agreement in its then-existing form through July 31, 2009. The terms of the renewed Advisory Agreement are identical to those of the advisory agreement in effect through June 30, 2009.

On July 22, 2009, Wells REIT II amended and restated the Advisory Agreement with Wells Capital effective for a one-year period from August 1, 2009 through July 31, 2010. The amended Advisory Agreement is substantially the same as the previous Advisory Agreement. Wells REIT II and Wells Capital agreed to the following:

Wells Capital to the disposition fee. The amended Advisory Agreement addresses how to distinguish between a portfolio sale accomplished in a small number of transactions (but not all at once and which would not entitle Wells Capital to a disposition fee) and one accomplished through a larger number of transactions (the latter of which would entitle Wells Capital to a disposition fee). The amended Advisory Agreement provides that a liquidation of all or substantially all of Wells REIT II’s assets effected in a transaction or series of transactions with three or fewer buyers or their affiliates that are closed in a period of a year or less would not entitle Wells Capital to earn a disposition fee.

In addition, Wells REIT II and Wells Capital agreed to other changes that clarified language but did not alter the intended meaning of the contract.

Wells REIT II is party to a ~~Dealer-Manager Agreement~~dealer-manager agreement (the “Dealer-Manager Agreement”) with Wells Investment Securities, Inc. (“WIS”), whereby WIS, an affiliate of Wells Capital, performs the dealer-manager function for Wells REIT II. For these services, WIS earns a commission of up to 7% of the gross offering proceeds from the sale of the shares of Wells REIT II, of which substantially all is re-allowed to participating broker dealers. Wells REIT II pays no commissions on shares issued under its DRP.

Additionally, Wells REIT II is required to pay WIS a dealer-manager fee of 2.5% of the gross offering proceeds from the sale of Wells REIT II’s stock at the time the shares are sold. Under the ~~dealer-manager agreement,~~Dealer-Manager Agreement, up to 1.5% of the gross offering proceeds may be re-allowed by WIS to participating broker dealers. Wells REIT II pays no dealer-manager fees on shares issued under its DRP.

Wells REIT II and Wells Management Company (“Wells Management”), an affiliate of Wells Capital, are party to a Master Property Management, Leasing, and Construction Agreement (the “Management Agreement”) under which Wells Management receives the following fees and reimbursements in consideration for supervising the management, leasing, and construction of certain Wells REIT II properties:

Pursuant to the terms of the agreements described above, Wells REIT II incurred the following related-party costs for the three months and six months ended ~~March 31,~~June 30, 2009 and 2008, respectively (in thousands):


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008		2009		2008
Commissions, net of discounts⁽¹⁾⁽²⁾	$	8,536	$	10,220	$	9,101	$	13,519	$	17,637	$	23,739
Asset management fees		7,428		7,447		7,484		7,728		14,912		15,175
Acquisition fees⁽³⁾		3,196		3,693		3,374		4,668		6,570		8,361
Dealer-manager fees, net of discounts⁽¹⁾		3,143		3,829		3,275		4,995		6,418		8,824
Administrative reimbursements, net⁽⁴⁾		2,857		2,676		2,929		2,795		5,786		5,471
Other offering costs⁽¹⁾		2,029		2,406		2,463		2,509		4,492		4,915
Property management fees		930		897		930		919		1,860		1,816
Construction fees⁽⁵⁾		128		50		114		202		242		252

Total	$	28,247	$	31,218	$	29,670	$	37,335	$	57,917	$	68,553

Wells REIT II incurred no related-party disposition fees, incentive fees, listing fees, or leasing commissions during the three months or six months ended ~~March 31,~~June 30, 2009 and 2008, respectively.

The detail of amounts due to affiliates is provided below as of ~~March 31,~~June 30, 2009 and December 31, 2008 (in thousands):


	March 31, 2009		December 31, 2008		June 30, 2009		December 31, 2008
Administrative reimbursements due to Wells Capital and/or Wells Management					$	1,207	$	2,206
Commissions and dealer-manager fees due to WIS	$	1,136	$	1,134		1,027		1,134
Administrative reimbursements due to Wells Capital and/or Wells Management		973		2,206
Other offering cost reimbursements due to Wells Capital		592		2,215		816		2,215
Asset and property management fees due to Wells Capital and/or Wells Management		331		2,729		396		2,729
Acquisition fees due to Wells Capital		200		1,386		155		1,386

	$	3,232	$	9,670	$	3,601	$	9,670

Wells REIT II has engaged Wells Capital and its affiliates, Wells Management and WIS, to provide certain services that are essential to Wells REIT II, including asset management services, supervision of the property management and leasing of some properties owned by Wells REIT II, asset acquisition and disposition services, the sale of shares of Wells REIT II’s common stock, as well as other administrative responsibilities for Wells REIT II, including accounting services, stockholder communications, and investor relations. As a result of these relationships, Wells REIT II is dependent upon Wells Capital, Wells Management, and WIS.

Wells Capital, Wells Management, and WIS are owned and controlled by Wells Real Estate Funds, Inc. (“WREF”). The operations of Wells Capital, Wells Management, and WIS represent substantially all of the business of WREF. Accordingly, Wells REIT II focuses on the financial condition of WREF when assessing the financial condition of Wells Capital, Wells Management, and WIS. In the event that WREF were to become unable to meet its obligations as they become due, Wells REIT II might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the level of investor proceeds raised and the volume of future acquisitions and dispositions of real estate assets by Wells REIT II and other WREF-sponsored programs, as well as distribution income earned from equity interests in another REIT. As of ~~March 31,~~June 30, 2009, Wells REIT II believes that WREF is generating adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and other investments necessary to meet its current and future obligations as they become due.

In addition, WREF guarantees unsecured debt held by another WREF-sponsored product that is in the start-up phase of its operations equal to approximately ~~$49.4~~$34.7 million as of ~~April 30,~~July 31, 2009.

Wells REIT II evaluates subsequent events in conjunction with the preparation of consolidated financial statements and notes thereto. With respect to the consolidated financial statements and related footnotes included in this report on Form 10-Q, Wells REIT II has evaluated subsequent events occurring during the period from July 1, 2009 through August 13, 2009, the date of filing with the SEC. Other than items noted in the text of previous notes, Wells REIT II had the following subsequent events to report:

From ~~April~~July 1, 2009 through ~~April 30,~~July 31, 2009, Wells REIT II raised approximately ~~$43.0~~$36.5 million through the issuance of approximately ~~4.3~~3.6 million shares of common stock under the Third Offering. As of ~~April 30,~~July 31, 2009, approximately ~~276.3~~263.9 million shares remained available for sale to the public under the Third Offering, exclusive of shares available under the DRP.

~~Amended and Restated Wachovia Line~~Amendment of ~~Credit~~Share Redemption Program

On ~~May 7,~~August 13, 2009, ~~Wells REIT II entered into a $245.0 million, one-year, unsecured revolving financing facility (the “Amended and Restated Wachovia Line~~the board of ~~Credit”) with a syndicate of banks led by Wachovia Bank, N.A. The $245.0 million facility amends and~~

~~restates the Wachovia Line of Credit entered with Wachovia Bank on May 9, 2005, which was scheduled to mature on May 9, 2009.~~

~~The Amended and Restated Wachovia Line of Credit contains borrowing arrangements that provide for interest costs based on, at the option~~directors of Wells REIT II approved an amendment to the ~~London Interbank Offered Rate (“LIBOR”)~~share redemption program. The amendment suspends all redemptions until at least September 2010, other than redemptions sought within two years of a stockholder’s death or qualifying disability. The amendment also revised the definition of “offering stage,” which definition is relevant for ~~7 or 30 day periods, plus~~determining when the redemption price for Ordinary Redemptions, as defined, goes from 91% of the original issue price of the shares to 95% of the estimated per share value of the common stock of Wells REIT II. As amended, the change in pricing occurs after the expiration of the first 18-month period in which Wells REIT II does not sell shares of its common stock in an ~~applicable margin ranging from 3.00% to 3.75% (“LIBOR Loans”) or the floating base rate, plus an applicable margin ranging from 2.00% to 2.75% (“Base Rate Loans”). The applicable margin~~offering. “Offering” for ~~LIBOR Loans and Base Rate Loans is based on~~purposes of defining Wells REIT II’s ~~debt~~offering stage (i) may be a public offering or a private offering if the private offering is to ~~total asset value ratio, as defined. The base rate for any day~~third parties and is deemed sufficiently robust by the ~~greatest~~board of Wachovia’s prime rate for such day, the Federal Funds Rate for such day plus 0.50%, and the one-month adjusted Eurodollar rate for such day plus 1.00%. The adjusted Eurodollar rate has a floor of 2.00%.

Under the terms of the Amended and Restated Wachovia Line of Credit, accrued interest is payable in arrears on the first day of each calendar month. Wells REIT II is required to repay outstanding principal and accrued interest on May 7, 2010. Wells REIT II may repay the Amended and Restated Wachovia Line of Credit at any time without premium or penalty.

On May 7, 2009, Wells REIT II entered into a $50.0 million, three-month, unsecured term loan facility with Bank of America, N.A. (the “Bank of America Facility”). The Bank of America Facility matures on August 5, 2009, and provides for interest costs to be incurred at the optiondirectors of Wells REIT II atas to be the basis for establishing a ~~floating one-month LIBOR rate, plus an applicable margin ranging from 3.00%~~fair market value for the shares of its common stock and (ii) does not include offerings on behalf of selling stockholders or offerings related to ~~3.75% (“LIBOR Loans”)~~any dividend reinvestment plan, employee benefit plan, or the ~~floating base rate, plus an applicable margin ranging from 2.00% to 2.75% (“Base Rate Loans”), both as reset daily. The applicable margin for LIBOR Loans and Base Rate Loans is based on~~redemption of interests in Wells REIT II’s debt to total asset value ratio, as defined. The base rate for any day is the greatest of Bank of America’s prime rate for such day, the Federal Funds Rate for such day plus 0.50%, and the one-month adjusted Eurodollar rate for such day plus 1.00%. The adjusted Eurodollar rate has a floor of 2.00%. Wells REIT II is required to make monthly principal payments of approximately $16.67 million, plus interest payments. Accrued interest is payable in arrears on the first day of each calendar month, upon any prepayment and at maturity. Wells REIT II may prepay the loan at any time without premium or penalty.OP II.

The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notes thereto. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I, as well as our consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2008.

During the periods presented, we have continued to receive investor proceeds under our follow-on offerings of common stock and to invest in real estate assets. ~~Thus, our~~Our results of operations for the three months and six months ended ~~March 31,~~June 30, 2009 and 2008, respectively, reflect growing operational revenues and expenses and ~~fluctuating~~ interest expense, partially offset by acquisition fees and ~~general and administrative~~ expenses. ~~The increases in operational revenues~~Pursuant to SFAS 141(R), we began to expense acquisition fees and expenses ~~result from acquiring~~in 2009. Previously, acquisition fees and expenses were capitalized to real ~~properties, while the fluctuations in interest expense arise from using varying levels of short-term and long-term debt financing to fund such acquisitions.~~estate assets upon acquisition.

We have continued to raise funds through the sale of our common stock and have invested the majority of those proceeds ~~primarily~~ in real properties. We anticipate receiving additional proceeds from the sale of our common stock under our current public offering and

using such proceeds to repay our line of credit in the short term. Over the long term, we expect to use a combination of offering proceeds and borrowings to invest in future acquisitions of real property. We expect that our primary source of future operating cash flows will be cash generated from the operations of the properties currently in our portfolio and those to be acquired in the future. The amount of future distributions to be paid to our stockholders will be largely dependent upon the amount of cash generated from our operating activities, how quickly we are able to invest proceeds from the sale of our common stock in quality income-producing assets, our expectations of future cash flows, and our determination of near-term cash needs for capital improvements, tenant re-leasing, redemptions of our common stock, and debt repayments. Timing differences ~~arise~~exist between acquiring properties and raising capital and between making operating payments and collecting operating receipts. Accordingly, we may ~~periodically~~ be required to borrow funds ~~on a short-term basis~~or use

offering proceeds to meet our distribution payment ~~schedule.~~schedule from time to time. Our primary focus, however, is to continue to maintain the quality of our ~~portfolio.~~portfolio and to provide current income to our investors. Thus, we may opt to lower the distribution rate rather than to compromise that quality or to accumulate significant borrowings to meet a distribution level higher than ~~operating cash flow~~our operations would support. We continue to carefully monitor our cash flows and market conditions and their impact on our earnings and future distribution projections.

During the ~~three~~six months ended ~~March 31,~~June 30, 2009, we generated net cash flows from operating activities of ~~$52.6~~$106.2 million, which is primarily ~~comprised~~consists of receipts of rental payments, tenant reimbursements, hotel ~~income, deferred income~~room fees, and interest ~~and other income, partially offset~~earned on cash balances, reduced by payments for operating costs, interest expense, asset and property management fees, ~~and~~ general and administrative expenses, and acquisition fees and expenses. ~~From net cash flows from operating activities~~For the first two quarters of 2009, our board of directors declared and ~~cash on hand, we~~ paid distributions to stockholders equal to an annualized distribution of ~~$66.7 million~~$0.60 per share, which is consistent with the prior periods presented in this report on a per-share basis. For the six months ended June 30, 2009, cash distributions paid to stockholders, net of dividends reinvested, were entirely funded from net cash generated by operating activities during ~~this~~that period. For further discussion regarding our distributions, see “—Distributions” below. We expect to use future operating cash flow, after payments for certain capital expenditures, to pay distributions to stockholders as well.

During the ~~three~~six months ended ~~March 31,~~June 30, 2009, we also generated net proceeds from the sale of common stock under our third public offering, net of fees, offering cost reimbursements and share redemptions, of ~~$97.2~~$237.9 million, the majority of which was used to fund investments in real estate and related deposits of ~~$46.4~~$88.3 million and to repay net borrowings of ~~$28.3~~$135.5 million. We expect to utilize the residual cash balance on hand as of March 31, 2009 of approximately $93.6 million to satisfy current liabilities, pay future distributions, fund future acquisitions of real properties, or to reduce indebtedness in future periods.

~~We expect to use substantially all of our future operating cash flow, after payments for certain capital expenditures, to pay distributions to stockholders.~~ We intend to continue to generate capital from the sale of common stock under our public ~~offerings~~offering and to use such offering proceeds, along with cash on hand, to repay our line of credit ~~over~~in the short term and to invest in additional real properties over the long term. ~~Our~~

On May 7, 2009, we amended and restated the Wachovia Line of Credit to allow us to borrow up to $245.0 million under a one-year, unsecured revolving credit agreement at a variable rate of interest and Wachovia Term Loan had a total outstanding balance of $361.0 million as of April 30, 2009 and matured on May 9, 2009. We have executed a replacement line of credit with Wachovia Bank, N.A. and a replacement termtook out an unsecured loan, ~~with~~the Bank of America ~~N.A., both~~Term Loan, for $50.0 million over a three-month repayment period (see Note 4 to our accompanying consolidated financial statements for terms and covenants). As of ~~which are described in more detail below under “Subsequent Events – Amended and Restated~~July 31, 2009, the Wachovia Line of Credit had an outstanding balance of $206.0 million with available borrowing capacity of approximately $35.8 million, which has been reduced for an approximate $3.2 million letter of credit, and our Bank of America ~~Facility.”~~Term Loan had been paid in full.

~~On February 27, 2009,~~Recent disruptions in global financial markets have adversely affected the availability of credit to businesses. We expect that our ~~board~~need for credit to repay amounts owed upon the maturity date of ~~directors declared distributions for stockholders~~the Wachovia Line of record from March 16, 2009 through June 15, 2009 in an amount equal to an annualized distribution of $0.60 per share, which is consistent with the rate of distributions declared for the first quarter of 2009 and each quarter of 2008 on a per-share basis. This distributionCredit (May 2010) will be ~~paid~~significantly lower than the maximum borrowings available under this facility because we anticipate using offering proceeds from our ongoing public offering to repay debt in ~~June 2009.~~the short term. In addition, our near term cash needs will be further reduced by our recent decision to suspend redemptions under our share redemption program until at least September 2010, except for redemptions sought within two years of the death of a stockholder or a qualifying disability. To the extent, however, that we determine that it is in our best interest to pursue acquisition opportunities before credit becomes available on more attractive terms, our short-term borrowing needs would increase.

We expect that our primary sources of capital over the long term will include proceeds from the sale of our common stock, proceeds from secured or unsecured borrowings from third-party lenders, and net cash flows from operations. As of ~~April 30,~~July 31, 2009, approximately ~~276.3~~263.9 million shares remain available for sale under our ongoing third public offering, which will expire upon the earlier of the sale of all 300.0 million shares or October 1, 2010, unless extended by our Board of Directors. Approximately ~~67.2~~63.2 million additional shares remain available for sale under our DRP at a purchase price equal to the higher of $9.55 per share or 95% of the estimated value of a share of our common stock. WeOver the long term, we expect that our primary uses of capital will be for property acquisitions, either directly or through investments in joint ventures, tenant improvements, repaying or refinancing debt, offering-related costs, operating expenses, interest expense, distributions, and ~~distributions.~~redemptions of shares of our common stock under our share redemption program.

In determining how and when to allocate cash resources, we initially consider the source of the cash. We expect that substantially all future net operating cash flows will be used to pay distributions. However, we may temporarily use other sources of cash, such as offering proceeds or short-term borrowings, to fund distributions from time to time (see “Liquidity and Capital Resources – Overview” above). We expect to use substantially all net cash flows generated from raising equity or debt financing to fund acquisitions, capital expenditures, the repayment of outstanding borrowings, and the redemption of shares under the share redemption program. If sufficient equity or debt capital is not available, our future investments in real estate will be lower.

We have a policy of keeping our debt at no more than 50% of the cost of our assets (before depreciation) and, ideally, at significantly less than this 50% debt-to-real-estate-asset ratio. This conservative leverage goal could reduce the amount of current income we can generate for our stockholders, but it also reduces their risk of loss. We believe that preserving investor capital while generating stable current income is in the best interest of our stockholders. As of June 30, 2009, our debt-to-real-estate-asset ratio was approximately 22.4%.

To the extent that future cash flows provided by operations are lower due to lower returns on properties, future distributions paid may be lower as well. Cash flow from operations will depend significantly on the level of market rents and our tenants’ ability to make rental payments in the future. We believe that the diversity and creditworthiness of our tenant base helps to mitigate the risk of a tenant defaulting on a lease. However, general economic downturns, downturns in one or more of our core markets, or downturns in the particular industries in which our tenants operate could adversely impact the ability of our tenants to make lease payments and our ability to re-lease space on favorable terms when leases expire. In the event of any of these situations, our cash flow and consequently our ability to meet capital needs could adversely affect our ability to pay distributions in the future.

Our contractual obligations as of ~~March 31,~~June 30, 2009 will become payable in the following periods (in thousands):


Contractual Obligations	Total		2009		2010-2011		2012-2013		Thereafter		Total		2009		2010-2011		2012-2013		Thereafter
Outstanding debt obligations⁽¹⁾	$	1,242,217	$	370,945	$	184,822	$	70,710	$	615,740	$	1,139,355	$	34,639	$	413,978	$	71,377	$	619,361
Capital lease obligations⁽²⁾		664,000		—		—		544,000		120,000		664,000		—		—		544,000		120,000
Purchase obligations⁽³⁾		102,210		102,210		—		—		—		28,859		28,859		—		—		—
Operating lease obligations		230,310		1,797		4,792		5,087		218,634		229,711		1,198		4,792		5,087		218,634

Total	$	2,238,737	$	474,952	$	189,614	$	619,797	$	954,374	$	2,061,925	$	64,696	$	418,770	$	620,464	$	957,995

Our results of operations are not indicative of those expected in future periods as a result of acquiring properties during the periods presented and future acquisitions of real estate assets.

Comparison of the three months ended ~~March 31,~~June 30, 2008 versus the three months ended ~~March 31,~~June 30, 2009

Rental income and tenant reimbursements increased from approximately ~~$91.6~~$96.7 million and $23.9 million, respectively, for the three months ended ~~March 31,~~June 30, 2008 to approximately ~~$106.8~~$107.5 million and $26.3 million, respectively, for the three months ended ~~March 31,~~June 30, 2009 primarily as a result of growth in the portfolio. ~~Rental~~Absent changes to the leases currently in place at our properties, rental income isand tenant reimbursements are expected to ~~continue to~~ increase slightly in future periods, as compared to historical periods, due to ~~the anticipated acquisition of Dvintsev Business Center – Tower B and the Cranberry Woods Drive Buildings. (See Note 4 to our accompanying consolidated financial statements.)~~

Tenant reimbursements remained at approximately $25.9 million for both of the three months ended March 31, 2008 and 2009. Tenant reimbursements are expected to increase in future periods, as compared to historical periods, due to the anticipated acquisition of Dvintsev Business Center – Tower B and the Cranberry Woods Drive Buildings.recent property acquisitions.

Property operating costs increased from approximately ~~$40.0~~$39.4 million for the three months ended ~~March 31,~~June 30, 2008 to approximately ~~$42.5~~$42.4 million for the three months ended ~~March 31,~~June 30, 2009 primarily due to the expiration of property tax abatements for the Key Center Complex assumed at ~~acquisition.~~acquisition effective December 31, 2008 and growth in the portfolio. Property operating costs are expected to ~~continue to~~ increase slightly in future periods, as compared to historical periods, due to recent property acquisitions.

Hotel income, net of hotel operating costs, decreased from approximately $2.1 million for the ~~anticipated acquisition of Dvintsev Business Center – Tower B~~three months ended June 30, 2008 to approximately $1.4 million for the three months ended June 30, 2009 due to deterioration in local economic conditions, which has led to decreased demand for rooms. Hotel income and hotel operating costs are primarily driven by the ~~Cranberry Woods Drive Buildings.~~current local economic conditions and, as a result, are expected to fluctuate according to changes in economic conditions in Cleveland, Ohio.

Asset and property management fees ~~remained steady at~~decreased slightly from approximately ~~$9.3~~$9.7 million for the three months ended ~~March 31,~~June 30, 2008 ~~and~~to approximately ~~$9.4~~$9.5 million for the three months ended ~~March 31,~~June 30, 2009 due to ~~growth in the portfolio, offset by~~ a reduction in the rate of asset management fees effective October ~~2008. (See Note 6 to our accompanying consolidated financial statements.) Asset~~2008, partially offset by growth in the portfolio. Absent future property acquisitions, asset and property management fees are expected to ~~continue~~remain at a level similar to ~~increase~~that experienced in ~~future periods, as compared to historical periods, due to~~ the ~~anticipated acquisition~~second quarter of ~~Dvintsev Business Center – Tower B and the Cranberry Woods Drive Buildings.~~

~~Effective January 1, 2009, we began to expense acquisition fees and expenses as a result of adopting SFAS 141(R). (See Note 2 to our accompanying consolidated financial statements.)~~2009.

Depreciation increased from approximately ~~$17.5~~$18.8 million for the three months ended ~~March 31,~~June 30, 2008 to approximately ~~$22.0~~$22.7 million for the three months ended ~~March 31,~~June 30, 2009 primarily as a result of the growth in the portfolio. Depreciation is expected to continue to increase in future periods, as compared to historical periods, due to ~~the anticipated acquisition of Dvintsev Business Center – Tower B and the Cranberry Woods Drive Buildings.~~recent property acquisitions.

Amortization increased from ~~approximately $29.3 million for the three months ended March 31, 2008 to~~ approximately $29.9 million for the three months ended ~~March 31,~~June 30, 2008 to approximately $30.3 million for the three months ended June 30, 2009 primarily as a result of the growth in the portfolio. Amortization is expected to increase in future periods, due to ~~the anticipated acquisition of Dvintsev Business Center – Tower B and the Cranberry Woods Drive Buildings.~~recent property acquisitions.

General and administrative expenses increased from approximately ~~$6.0~~$6.3 million for the three months ended ~~March 31,~~June 30, 2008 to approximately ~~$6.8~~$9.2 million for the three months ended ~~March 31,~~June 30, 2009 primarily due to non-recurring costs incurred in connection with a prospective acquisition that did not close. Absent non-recurring costs such as ~~a result of growth in the portfolio. General~~these, general and administrative expenses are expected to ~~increase~~remain at a level similar to that experienced in ~~future periods, due~~the second quarter of 2009.

Effective January 1, 2009, we began to ~~the anticipated~~expense acquisition fees and expenses as a result of ~~Dvintsev Business Center – Tower B and the Cranberry Woods Drive Buildings.~~adopting SFAS 141(R).

Interest expense increased from approximately ~~$14.7~~$16.8 million for the three months ended ~~March 31,~~June 30, 2008 to approximately ~~$21.8~~$23.4 million for the three months ended ~~March 31,~~June 30, 2009 primarily due to ~~$9.1 million incurred~~incurring interest for a full period on capital leases assumed in connection with properties acquired in the second and third quarters of 2008, ~~acquisitions,~~ which is entirely offset by interest income earned on corresponding investments in development authority bonds. Absent interest expense incurred on capital leases, future levels of interest expense will depend largely upon the timing and availability of opportunities to acquire real estate assets consistent with our investment objectives, the level of additional proceeds that we are able to raise under our public offerings, our ability to secure financings or re-financings, and changes in market interest rates. ~~We anticipate that future borrowings will be used primarily to fund anticipated future acquisitions of real estate.~~

Interest and other income increased from approximately ~~$2.1~~$3.9 million for the three months ended ~~March 31,~~June 30, 2008 to approximately $10.3 million for the three months ended ~~March 31,~~June 30, 2009 primarily due to ~~$9.1 million~~interest earned on ~~investment~~investments in development authority bonds. The interest earned on the ~~investment~~investments in development authority bonds is entirely offset by interest expense incurred on corresponding capital leases. ~~Future~~Absent interest income earned on investments in development authority bonds, future levels of interest income will vary primarily based on differences in the pace at which capital is

raised in our public offerings and the pace at which such capital is invested in real estate assets or used to repay borrowings.

We recognized a gain on early extinguishment of debt of approximately $3.0 million for the three months ended June 30, 2008 as a result of accepting an offer from the lender to settle $14.5 million of the Key Center Complex mortgage notes for approximately $11.5 million in advance of the stated maturity date.

We recognized a gain on interest rate swaps that do not qualify for hedge accounting treatment of $8.4 million for the three months ended June 30, 2008, as compared to a gain of $12.3 million for the three months ended June 30, 2009. Absent significant increases in market interest rates and provided the swap agreements are not terminated prior to their expiration dates, which are the same maturity dates as the hedged loans, we expect to continue to recognize gains on interest rate swaps in future periods as we continue to amortize the cumulative losses previously recognized back to earnings.

Net income attributable to common stockholders of Wells REIT II was relatively stable at approximately $16.8 million ($0.04 per share) for the three months ended June 30, 2008 and approximately $16.8 million ($0.04 per share) for the three months ended June 30, 2009. In the near-term, absent identifying and pursuing specific acquisition opportunities that we would consider to be in our best interests, we expect future net income to increase as interest expense continues to decline as a result of using funds generated from the sale of common stock under our public offering to repay outstanding borrowings. Should the recent decline in the U.S. real estate markets continue for a prolonged period of time, the creditworthiness of our tenants and our ability to achieve market rents comparable to the leases currently in-place at our properties may suffer and could lead to a decline in net income over the long term.

Comparison of the six months ended June 30, 2008 versus the six months ended June 30, 2009

Rental income and tenant reimbursements increased from approximately $188.3 million and $49.8 million, respectively, for the six months ended June 30, 2008 to approximately $214.4 million and $52.2 million, respectively, for the six months ended June 30, 2009 primarily as a result of growth in the portfolio. Absent changes to the leases currently in place at our properties, rental income and tenant reimbursements are expected to increase slightly in future periods, as compared to historical periods, due to recent property acquisitions.

Property operating costs increased from approximately $79.4 million for the six months ended June 30, 2008 to approximately $84.9 million for the six months ended June 30, 2009 primarily due to the expiration of property tax abatements for the Key Center Complex assumed at acquisition effective December 31, 2008 and growth in the portfolio. Property operating costs are expected to increase slightly in future periods, as compared to historical periods, due to recent property acquisitions.

Hotel income, net of hotel operating costs, decreased from approximately $2.7 million for the six months ended June 30, 2008 to approximately $1.8 million for the six months ended June 30, 2009 due to deterioration in local economic conditions, which has led to decreased demand for rooms. Hotel income and hotel operating costs are primarily driven by the current local economic conditions and, as a result, are expected to fluctuate according to changes in economic conditions in Cleveland, Ohio.

Asset and property management fees decreased slightly from approximately $19.0 million for the six months ended June 30, 2008 to approximately $18.8 million for the six months ended June 30, 2009 due to a reduction in the rate of asset management fees effective October 2008, partially offset by growth in the portfolio. Absent future property acquisitions, asset and property management fees are expected to remain at a level similar to that experienced in the second quarter of 2009.

Depreciation increased from approximately $36.3 million for the six months ended June 30, 2008 to approximately $44.7 million for the six months ended June 30, 2009 primarily as a result of the growth in the portfolio. Depreciation is expected to continue to increase in future periods, as compared to historical periods, due to recent property acquisitions.

Amortization increased from approximately $59.2 million for the six months ended June 30, 2008 to approximately $60.3 million for the six months ended June 30, 2009 primarily as a result of the growth in the portfolio. Amortization is expected to increase in future periods, due to recent property acquisitions.

General and administrative expenses increased from approximately $12.2 million for the six months ended June 30, 2008 to approximately $16.0 million for the six months ended June 30, 2009 primarily due to non-recurring costs incurred in connection with a prospective acquisition that did not close. Absent non-recurring costs such as these, general and administrative expenses are expected to remain at a level similar to that experienced in the second quarter of 2009.

Effective January 1, 2009, we began to expense acquisition fees and expenses as a result of adopting SFAS 141(R).

Interest expense increased from approximately $31.5 million for the six months ended June 30, 2008 to approximately $45.2 million for the six months ended June 30, 2009 primarily due to incurring interest for a full period on capital leases assumed in connection with properties acquired in the second and third quarters of 2008, which is entirely offset by interest income earned on corresponding investments in development authority bonds. Absent interest expense incurred on capital leases, future levels of interest expense will depend largely upon the timing and availability of opportunities to acquire real estate assets consistent with our investment objectives, the level of additional proceeds that we are able to raise under our public offerings, our ability to secure financings or re-financings, and changes in market interest rates.

Interest and other income increased from approximately $6.0 million for the six months ended June 30, 2008 to approximately $20.6 million for the six months ended June 30, 2009 primarily due to interest earned on investments in development authority bonds. The interest earned on the investments in development authority bonds is entirely offset by interest expense incurred on corresponding capital leases. Absent interest income earned on investments in development authority bonds, future levels of interest income will vary primarily based on differences in the pace at which capital is raised in our public offerings and the pace at which such capital is invested in real estate assets or used to repay borrowings.

We recognized a ~~loss~~gain on ~~foreign currency exchange contract~~early extinguishment of debt of approximately ~~$1.1~~$3.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2008 ~~and approximately $0.6~~in connection with accepting an offer from the lender to pay $14.5 million ~~for the three months ended March 31, 2009. Gains (losses) on foreign currency exchange contract are primarily impacted by fluctuations in value~~ of the ~~U.S. dollar compared to~~Key Center Complex mortgage notes for approximately $11.5 million in advance of the ~~Russian rouble. We settled the foreign currency exchange contract on April 1, 2009 with a payment of $8.2 million.~~stated maturity date.

We recognized a loss on interest rate swaps that do not qualify for hedge accounting treatment of ~~$9.1~~$0.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2008, as compared to a gain of ~~$4.8~~$17.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2009. ~~Gains (losses) on interest rate swaps are primarily impacted by~~Absent significant changes in market interest rates ~~changes~~and provided the swap agreements are not terminated prior to their expiration dates, which are the same maturity dates as the hedged loans, we expect to continue to recognize gains on interest rate swaps in future periods as we continue to amortize the ~~outlook for future market interest rates and the length of time remaining under the respective swap contracts.~~cumulative losses previously recognized back to earnings.

~~We recognized net loss~~Net income attributable to ~~us (as opposed to noncontrolling interests)~~common stockholders of Wells REIT II increased from approximately ~~$6.4~~$10.5 million ($~~0.02~~0.03 per share) for the ~~three~~six months ended ~~March 31,~~June 30, 2008 ~~and recognized net income attributable~~ to ~~us (as opposed to noncontrolling interests) of~~ approximately ~~$6.9~~$23.6 million ($~~0.02~~0.05 per share) for the ~~three~~six months ended ~~March 31, 2009. The increase in net income attributable to the Wells Real Estate Investment Trust II, Inc. is~~June 30, 2009 primarily due to ~~continued growth~~gains recognized on interest rate swaps that do not qualify for hedge accounting treatment. In the near-term, absent additional fluctuations in ~~our portfolio of real estate assets. Absent future~~ market value adjustments onto our ~~financial instruments, such as~~ interest rate swaps ~~or foreign currency exchange contracts,~~that do not qualify for hedge accounting treatment and absent identifying and pursuing specific acquisition opportunities that we would consider to be in our best interests, we expect future ~~earnings and earnings per share~~net income to increase as interest expense continues to decline as a result of using funds generated from the ~~anticipated acquisition~~sale of ~~Dvintsev Business Center – Tower B~~common stock under our public offering to repay outstanding borrowings. Should the recent decline in the U.S. real estate markets continue for a prolonged period of time, the creditworthiness of our tenants and our ability to achieve market rents comparable to the leases currently in-place at our properties may suffer and could lead to a decline in net income over the long term.

The amount of distributions that we pay to our common stockholders is determined by our board of directors and is dependent upon a number of factors, including the funds available for distribution to common stockholders, our financial condition, our capital expenditure requirements, our expectations of future sources of liquidity and the ~~Cranberry Woods Drive Buildings.~~annual distribution requirements necessary to maintain our status as a REIT under the Code.

When evaluating the amount of cash available to fund distributions to stockholders, we consider net cash provided by operating activities (as presented in the accompanying GAAP-basis consolidated statements of cash flows)~~, adjusted to exclude~~. We also consider certain costs that were incurred for the purpose of generating future earnings and appreciation in value over the long term ~~(“Operating Funds Generated for Distribution,” or “OFGD”). As illustrated below, OFGD reflects net~~and that were funded with cash ~~provided by operating activities, excluding acquisition fees and acquisition expenses.~~ generated from the sale of common stock in our public offering rather than from cash generated from operations. Such costs are described below:

Upon adopting SFAS 141(R) on January 1, 2009, we began to expense acquisition fees and expenses as ~~incurred; whereas, prior~~incurred. Prior to this date, such costs were capitalized and allocated to properties ~~as acquired.~~upon acquisition. As provided in the prospectuses for our public offerings, both acquisition fees and acquisition expenses have been and will continue to be funded with cash generated from the sale of common stock in our public offering and, therefore, will not utilize cash generated from operations.

~~We believe that OFGD is a beneficial indicator~~ For the six months ended June 30, 2009, acquisition fees totaled $10.1 million and were payable to our advisor in an amount equal to 2% of ~~funds generated from~~gross offering proceeds raised (see Note 7 to our ~~operations because it excludes~~accompanying consolidated financial statements). For the six months ended June 30, 2009, acquisition expenses totaled $2.3 million. Acquisition expenses are customary third-party costs, such as legal fees and expenses, costs of appraisals, accounting fees and expenses, title insurance premiums and other closing costs and other miscellaneous expenses relating to the acquisition of real estate.

In the fourth quarter of 2007, we entered into a foreign currency exchange contract to effectively fix the amount of U.S. dollars needed to satisfy a portion of a Russian rouble-denominated forward contract to purchase Dvintsev Business Center – Tower B upon completion of construction in 2009. On April 1, 2009, we settled this contract with an $8.2 million payment, which has been materially offset by savings in the amount of U.S. dollars needed to satisfy the Russian rouble-based purchase agreement, which closed on May 29, 2009. The $8.2 million settlement payment was funded with cash generated from the sale of common stock under our public offering and, therefore, did not utilize cash generated from operations.

The activities described above are more closely aligned with investing activities rather than with real estate operations and ~~which~~ can vary among owners of ~~identical~~similar assets in similar conditions. While OFGD may fluctuate in the near-term due to differences in the timing of collections and payments, we believe that, on a long-term basis, OFGD is reflective of our operating performance and may offer a high degree of comparability with other REITs and real estate companies. As a result, weWe believe that the ~~use~~consideration of ~~OFGD, together with the required GAAP presentation, provides a more complete understanding of the performance of our portfolio relative to the portfolios of our competitors and~~such activities results in a more informed and appropriate basis on which to make decisions ~~involving operating, financing, and investing activities.~~regarding distributions.

~~Reconciliations~~During the six months ended June 30, 2009, we paid distributions to common stockholders of $135.2 million. During this period, we generated net cash ~~provided~~from operating activities of $106.2 million, which has been reduced by payments for acquisition fees and expenses of $12.4 million and to settle a foreign currency exchange contract related to our investment in Dvintsev Business Center – Tower B of $8.2 million, both of which were funded with cash generated from the sale of common stock under our public offering. The remaining $8.4 million of distributions paid to common stockholders in the six months ended June 30, 2009 was funded with cumulative operating cash flows generated in prior periods.

On June 1, 2009, our board of directors declared distributions for stockholders of record from June 16, 2009 through September 15, 2009 in an amount equal to an annualized distribution of $0.60 per share, which is consistent with the prior periods presented in this report on a per-share basis. We expect that the cash distributions paid to stockholders, net of dividends reinvested, will be entirely funded from net cash generated by operating activities for this period. We expect to ~~OFGD~~pay this distribution in September 2009.

We expect to use substantially all of our future operating cash flow, after payments for ~~the periods presented in the accompanying consolidated statements of~~certain capital expenditures, to pay distributions to stockholders. We will continue to carefully monitor our cash flows ~~are provided below (in thousands):~~and market conditions and their impact on our earnings and future distribution projections.

We have elected to be taxed as a REIT under the Code, and have operated as such beginning with our taxable year ended December 31, 2003. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders, computed without regard to the dividends-paid deduction and by excluding our net capital gain. As a REIT, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income for that year and for the four years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.

Wells TRS is a wholly owned subsidiary of Wells REIT II that is organized as a Delaware limited liability company and includes the operations of, among other things, a full-service hotel. We have elected to treat Wells TRS as a taxable REIT subsidiary. We may perform certain additional, non-customary services for tenants of our buildings through Wells TRS; however, any earnings related to such services are subject to federal and state income taxes. In addition, for us to continue to qualify as a REIT, we must limit our investments in taxable REIT subsidiaries to 25% of the value of our total assets in 2009 (20% of our total assets in 2008). Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted rates expected to be in effect when the temporary differences reverse.

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that are intended to protect us from, and mitigate the risk of, 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 the leases, the leases may not reset frequently enough to fully cover inflation.

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 our 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.

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 asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of our assets by class are as follows:

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of both operating properties and properties under construction, in which we have an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of real estate assets and related intangible assets may not be recoverable, we assess the recoverability of these assets by determining whether the respective carrying values will be recovered through the estimated 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 values, we adjust the carrying value of the real estate assets and related intangible assets to the estimated fair values, pursuant to the provisions of ~~Statement of Financial Accounting Standards~~SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, and recognize an impairment loss. Estimated fair values are calculated based on the following information, in order of preference, depending upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated salvage value. We have determined that there has been no impairment in the carrying value of our real estate assets and related intangible assets to date.

Projections of expected future operating 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 fair value and could result in the misstatement of the carrying value of our real estate assets and related intangible assets and net income (loss).

Upon the acquisition of real properties, we allocate the purchase price of properties to tangible assets, consisting of land and building, site improvements, and identified intangible assets and liabilities, including the value in-place leases, based in each case on our estimate of their fair values.

The fair values of the tangible assets of an acquired property (which includes land and building) are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on our determination of the relative fair value of these assets. We determine the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors we consider in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, we include real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market demand.

Intangible Assets and Liabilities Arising from In-Place Leases where We are the Lessor

As further described below, in-place leases where we are the lessor may have values related to: direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market rates:

As of June 30, 2009 and December 31, 2008, Wells REIT II had the following gross intangible in-place lease assets and liabilities (in thousands):

For the six months ended June 30, 2009 and the year ended December 31, 2008, Wells REIT II recognized the following amortization of intangible lease assets and liabilities (in thousands):

The remaining net intangible assets and liabilities as of June 30, 2009 will be amortized as follows (in thousands):

The values of intangible lease assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives, which correspond with the lease terms. There may be instances in which intangible lease

assets and liabilities become impaired and we are required to expense the remaining asset or liability immediately or over a shorter period of time. Lease restructurings, including lease terminations and lease extensions, may impact the value and useful life of in-place leases. In-place leases that are terminated, partially terminated, or modified will be evaluated for impairment if the original in-place lease terms have been modified. In the event that the discounted cash flows of the original in-place lease stream do not exceed the discounted modified in-place lease stream, we adjust the carrying value of the intangible lease assets to the discounted cash flows and recognize an impairment loss. For in-place lease extensions that are executed more than one year prior to the original in-place lease expiration date, the useful life of the in-place lease will be extended over the new lease term with the exception of those in-place lease components, such as lease commissions and tenant allowances, which have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, will be amortized over the shorter of the useful life of the asset or the new lease term.

Intangible Assets and Liabilities Arising from In-Place Leases where We are the Lessee

In-place ground leases where we are the lessee may have value associated with effective contractual rental rates that are above or below market rates. Such values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease and (ii) management’s estimate of fair market lease rates for the corresponding in-place lease, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market in-place lease values are recorded as intangible lease liabilities or assets and amortized as an adjustment to property operating cost over the remaining term of the respective leases.

As of June 30, 2009, the remaining net below-market lease asset will be amortized as follows (in thousands):

We have entered into agreements with our advisor, Wells Capital, and its affiliates, whereby we pay certain fees and reimbursements to Wells Capital or its affiliates, for acquisition fees, commissions, dealer-manager fees, asset and property management fees, construction fees, reimbursement of other offering costs, and reimbursement of operating costs. See Note 67 to our accompanying consolidated financial statements included herein for a discussion of the various related-party transactions, agreements, and fees.

On March 12, 2007, a stockholder of Piedmont Office Realty Trust, Inc. (“Piedmont REIT”) filed a putative class action and derivative complaint, presently styledIn re Wells Real Estate Investment Trust, Inc. Securities Litigation, in the United States District Court for the District of Maryland against, among others, Piedmont REIT; Leo F. Wells, III, our President and the Chairman of our Board of Directors; Wells Capital, our advisor; Wells Management, our property manager; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont REIT prior to the closing of the internalization transaction on April 16, 2007. The

complaint alleges, among other things, violations of the federal proxy rules and breaches of fiduciary duty arising from the Piedmont REIT internalization transaction and the related proxy statement filed with the SEC on February 26, 2007, as amended. The complaint seeks, among other things, unspecified monetary damages and nullification of the Piedmont REIT internalization transaction. On April 9, 2007, the District Court denied the plaintiff’s motion for an order enjoining the internalization transaction. On April 17, 2007, the Court granted the defendants’ motion to transfer venue to the United States District Court for the Northern District of Georgia, and the case was docketed in the Northern District of Georgia on April 24, 2007. On June 7, 2007, the Court granted a motion to designate the class lead plaintiff and class co-lead counsel. On June 27, 2007, the plaintiff filed an amended complaint, which attempts to assert class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed with the SEC on February 26, 2007, and derivative claims on behalf of Piedmont REIT. On July 9, 2007, the Court denied the plaintiff’s motion for expedited discovery related to an anticipated motion for a preliminary injunction. On August 13, 2007, the defendants filed a motion to dismiss the amended complaint. On March 31, 2008, the Court granted in part the defendants’ motion to dismiss the amended complaint. The Court dismissed five of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two counts with the exception of allegations regarding the failure to disclose in the Piedmont REIT proxy statement details of certain expressions of interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended complaint, which alleges violations of the federal proxy rules based upon allegations that the proxy statement to obtain approval for the Piedmont REIT internalization transaction omitted details of certain expressions of interest in acquiring Piedmont REIT. The second amended complaint seeks, among other things, unspecified monetary damages, to nullify and rescind the internalization transaction, and to cancel and rescind any stock issued to the defendants as consideration for the internalization transaction. On May 12, 2008, the defendants answered and raised defenses to the second amended complaint. On June 23, 2008, the plaintiff filed a motion for class certification. The defendants responded to the plaintiff’s motion for class certification on January 16, 2009. The plaintiff filed its reply in support of its motions for class certification on February 19, 2009. The motion for class certification is currently pending before the ~~court.~~Court. The parties are presently engaged in discovery. On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add additional defendants. The ~~time for~~defendants responded to the ~~defendants to respond to the~~plaintiff’s motion for leave to amend on April 30, 2009. The plaintiff filed its reply in support of its motion for leave to amend on May 18, 2009. The Court denied the ~~complaint has not yet expired.~~plaintiff’s motion for leave to amend on June 23, 2009. Mr. Wells, Wells Capital, and Wells Management intend to vigorously defend this action. Any financial loss incurred by Wells Capital, Wells Management, or their affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 45 of our accompanying consolidated financial statements for further explanation. Examples of such commitments and contingencies include:

~~Sale~~We evaluate subsequent events in conjunction with the preparation of ~~Shares~~consolidated financial statements and notes thereto. Refer to Note 8 of ~~Common Stock~~

From April 1, 2009 through April 30, 2009, Wells REIT II raised approximately $43.0 million through the issuance of approximately 4.3 million shares of common stock under the Third Offering. As of April 30, 2009, approximately 276.3 million shares remained availableour accompanying consolidated financial statements for ~~sale to the public under the Third Offering, exclusive of shares available under the DRP.~~

On May 7, 2009, we entered into a $245.0 million, one-year, unsecured revolving financing facility (the “Amended and Restated Wachovia Line of Credit”) with a syndicate of banks led by Wachovia Bank, N.A. The $245.0 million facility amends and restates the Wachovia Line of Credit entered with Wachovia Bank on May 9, 2005, which was scheduled to mature on May 9, 2009.

The Amended and Restated Wachovia Line of Credit contains borrowing arrangements that provide for interest costs based on, at our option, the London Interbank Offered Rate (“LIBOR”) for 7 or 30 day periods, plus an applicable margin ranging from 3.00% to 3.75% (“LIBOR Loans”) or the floating base rate, plus an applicable margin ranging from 2.00% to 2.75% (“Base Rate Loans”). The applicable margin for LIBOR Loans and Base Rate Loans is based on our debt to total asset value ratio, as defined. The base rate for any day is the greatest of Wachovia’s prime rate for such day, the Federal Funds Rate for such day plus 0.50%, and the one-month adjusted Eurodollar rate for such day plus 1.00%. The adjusted Eurodollar rate has a floor of 2.00%.

Under the terms of the Amended and Restated Wachovia Line of Credit, accrued interest is payable in arrears on the first day of each calendar month. We are required to repay outstanding principal and accrued interest on May 7, 2010. We may repay the Amended and Restated Wachovia Line of Credit at any time without premium or penalty.

~~In addition, the Amended and Restated Wachovia Line of Credit contains, among others, the following restrictive covenants:~~specific disclosures.

We can borrow up to 50% of the unencumbered asset value. Unencumbered asset value is calculated as the annualized net operating income of the lender-approved unencumbered properties owned for more than two consecutive fiscal quarters divided by 9.00%, plus the book value, computed in accordance with GAAP, of such properties acquired during the most recently ended two fiscal quarters, plus the GAAP book value of construction-in-process properties included in the lender-approved unencumbered properties.

On May 7, 2009, we entered into a $50.0 million, three-month, unsecured term loan facility with Bank of America, N.A. (the “Bank of America Facility”). The Bank of America Facility amends and restates the Wachovia Term Loan entered with Wachovia Bank on January 9, 2008, which was scheduled to mature on May 9, 2009. The Bank of America Facility matures on August 5, 2009, and provides for interest costs to be incurred, at our option, at a floating one-month LIBOR rate, plus an applicable margin ranging from 3.00% to 3.75% (“LIBOR Loans”) or the floating base rate, plus an applicable margin ranging from 2.00% to 2.75% (“Base Rate Loans”), both as reset daily. The applicable margin for LIBOR Loans and Base Rate Loans is based on our debt to total asset value ratio, as defined. The base rate for any day is the greatest of Bank of America’s prime rate for such day, the Federal Funds Rate for such day plus 0.50%, and the one-month adjusted Eurodollar rate for such day plus 1.00%. The adjusted Eurodollar rate has a floor of 2.00%. We are required to make monthly principal payments of approximately $16.67 million, plus interest payments. Accrued interest is payable in arrears on the first day of each calendar month, upon any prepayment and at maturity. We may prepay the loan at any time without premium or penalty.

As a result of our debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flow primarily through a low to moderate level of overall borrowings. However, we currently have a substantial amount of debt outstanding. We manage our ratio of fixed- to floating-rate debt with the objective of achieving a mix that we believe is appropriate in light of anticipated changes in

interest rates. We closely monitor interest rates and will continue to consider the sources and terms of our borrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in future periods.

Additionally, we have entered into interest rate swaps, and may enter into other interest rate swaps, caps, or other arrangements to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes; however, certain of our derivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other than trading purposes.

Our financial instruments consist of both fixed-rate and variable-rate debt. Our variable-rate borrowings consist of the amended and restated Wachovia Line of Credit, the Bank of America Term Loan, the 222 E. 41st Street Building mortgage note, the 80 Park Plaza Building mortgage note, and the Three Glenlake Building mortgage note; however, only the amended and restated Wachovia Line of Credit and the ~~Wachovia~~Bank of America Term Loan debt bear interest at an effectively variable rate, as the variable rates on the 222 E. 41st Street Building mortgage note, the 80 Park Plaza Building mortgage note, and the Three Glenlake Building mortgage note have been effectively fixed through the interest rate swap agreements described below. As of ~~March 31,~~June 30, 2009, we had ~~$269.0~~$229.0 million outstanding on the amended and restated Wachovia Line of Credit; ~~$100.0~~$33.3 million outstanding on the ~~Wachovia~~Bank of America Term Loan; ~~$145.2~~$147.7 million outstanding on the 222 E. 41st Street Building mortgage note; ~~$54.2~~$55.1 million outstanding on the 80 Park Plaza Building mortgage note; ~~$25.2~~$25.3 million outstanding on the Three Glenlake Building mortgage note; ~~$11.2~~$12.2 million outstanding on the fixed-rate Bank Zenit ~~Line of Credit;~~loan; and ~~$637.4~~$636.8 million outstanding on fixed-rate, term mortgage loans. The weighted-average interest rate of all of our debt instruments was ~~4.49%~~5.66% as of ~~March 31,~~June 30, 2009.

The Wachovia Line of Credit was subject to interest costs based on, at our option, LIBOR for 7-, 30-, 60-, 90-, or 180-day periods, plus an applicable margin ranging from 0.85% to 1.20% ~~(“LIBOR Loans”), or the floating base rate. The applicable margin for LIBOR Loans was~~ based on the ratio of debt-to-total asset ~~value.~~value, or the floating base rate. The base rate for any day was the higher of Wachovia’s prime rate for such day, or the ~~Federal Funds Rate~~federal funds rate for such day, plus 50 basis points. The Wachovia Term Loan was subject to interest based on, at our option, LIBOR for 7-, 30-, 60-, 90-, or 180-day periods, plus an applicable margin ranging from 0.85% to 1.20%, or the floating base rate. The Wachovia Line of Credit and the Wachovia Term Loan ~~matured~~were scheduled to mature on May 9, ~~2009.An~~2009.

On May 7, 2009, we entered into the amended and restated Wachovia Line of Credit with a syndicate of banks led by Wachovia Bank, N.A./Wells Fargo. The $245.0 million facility amends and restates the Wachovia Line of Credit entered with Wachovia Bank on May 9, 2005, which was scheduled to mature on May 9, 2009. The amended and restated Wachovia Line of Credit contains borrowing arrangements that provide for interest costs based on, at our option, the LIBOR Indexed Rate or the Base Indexed Rate. The base rate for any day is the greatest of the lenders’ prime rate, as defined, for such day, the federal funds rate for such day plus 0.50%, and the one-month adjusted eurodollar rate, which is subject to a 2.00% floor, for such day plus 1.00%. The margin component of the LIBOR Indexed Rate and the Base Indexed Rate is based on our debt to total asset value ratio, as defined. Under the terms of the amended and restated Wachovia Line of Credit, accrued interest is payable in arrears on the first day of each calendar month. We are required to repay outstanding principal and accrued interest on May 7, 2010. We may repay the amended and restated Wachovia Line of Credit at any time without premium or penalty; however, unused fees are incurred at a rate of 0.35% of the available capacity for the entire time the credit agreement is in effect. An increase in the variable interest rate on this line of credit ~~constitute~~constitutes a market risk, as an increase in rates would increase interest incurred and, therefore, decrease cash flows available for distribution to stockholders.

On May 7, 2009, we entered into the Bank of America Term Loan, which is a $50.0 million, three-month, unsecured term loan facility with Bank of America, N.A. The Bank of America Term Loan matures on August 5, 2009 and provides for interest costs to be incurred, at our option, at the LIBOR Indexed Rate or the Base Indexed Rate, both as reset daily. The margin component for LIBOR Indexed Rate and Base Indexed Rate is based on our debt to total asset value ratio, as defined. We are required to make monthly principal payments of approximately $16.67 million, plus interest payments. Accrued interest is payable in arrears on the first day of each calendar month, upon any prepayment and at maturity. We may prepay the loan at any time without premium or penalty. As of July 31, 2009, we repaid the Bank of America Term Loan in full.

The 80 Park Plaza Building mortgage note was used to purchase the 80 Park Plaza Building. The note bears interest at one-month LIBOR plus 130 basis points (approximately ~~1.82%~~1.62% per annum as of ~~March 31,~~June 30, 2009) and matures in September 2016. In connection with obtaining the 80 Park Plaza Building mortgage note, we entered into an interest rate swap

agreement to hedge exposure to changing interest rates. The interest rate swap agreement has an effective date of September 22, 2006 and terminates September 21, 2016. The terms of the interest rate swap agreement effectively fix our interest rate on the 80 Park Plaza Building mortgage note at 6.575% per annum.

The 222 E. 41st Street Building mortgage note was used to purchase the 222 E. 41st Street Building. The note bears interest at one-month LIBOR plus 120 basis points (approximately ~~1.76%~~1.52% per annum as of ~~March 31,~~June 30, 2009) and matures in August 2017. In connection with obtaining the 222 E. 41st Street Building mortgage note, we entered into an interest rate swap agreement to hedge exposure to changing interest rates. The interest rate swap agreement has an effective date of August 16, 2007 and terminates August 16, 2017. The interest rate swap effectively fixes our interest rate on the 222 E. 41st Street Building mortgage note at 6.675% per annum.

The Three Glenlake Building mortgage note was used to purchase the Three Glenlake Building. The note bears interest at one-month LIBOR plus 90 basis points (approximately ~~1.40%~~1.22% per annum as of ~~March 31,~~June 30, 2009), and matures in July 2013. The interest rate swap agreement has an effective date of July 31, 2008 and terminates July 31, 2013. Interest is due monthly; however, under the terms of the loan agreement, a portion of the monthly debt service amounts accrues and is added to the outstanding balance of the note over the term. The interest rate swap effectively fixes our interest rate on the Three Glenlake Building mortgage note at 5.95% per annum.

Approximately ~~$873.2~~$877.0 million of our total debt outstanding as of ~~March 31,~~June 30, 2009 is subject to fixed rates, either directly or when coupled with an interest rate swap agreement. As of ~~March 31,~~June 30, 2009, these balances incurred interest expense at an average interest rate of ~~5.77%~~5.78% and have expirations ranging from 2009 through 2018. A change in the market interest rate impacts the net financial instrument position of our fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows. The amounts outstanding on our variable-rate debt facilities in the future will largely depend upon the level of investor proceeds raised under our public offering and the rate at which we are able to employ such proceeds in acquisitions of real properties.

We do not believe there is any exposure to increases in interest rates related to the capital lease obligations of $664.0 million at ~~March 31,~~June 30, 2009, as the obligations are at fixed interest rates.

We are also subject to foreign exchange risk arising from our foreign operations in Russia. Foreign operations represented ~~1.4%~~1.9% and 0.9% of total assets at ~~March 31,~~June 30, 2009 and 2008, respectively, and 0%0.1% and 0% of total revenue for the ~~three~~six months ended ~~March 31,~~June 30, 2009 and 2008, respectively. As compared to rates in effect at ~~March 31,~~June 30, 2009, an increase or decrease in the U.S. dollar to Russian rouble exchange rate by 10% would not materially impact the accompanying consolidated financial statements.

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, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that 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.

There have been no significant changes in our internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.

~~There have been no material changes from~~The following risk factor should be read together with the risk factors disclosed ~~in the “Risk Factors” section~~under Item 1A on page 7 through 22 of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2008.~~2008, which include a comprehensive discussion of some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements.

Current economic conditions may cause the creditworthiness of our tenants to deteriorate and market rental rates to decline.

During 2008 and 2009, current economic conditions have contributed to a considerable decline in U.S. real estate markets with respect to the availability and cost of capital, higher vacancy rates, and diminished expectations for resale values. Should such economic conditions continue for a prolonged period of time, our tenants’ ability to honor their contractual obligations may suffer. Further, it may become increasingly difficult to achieve future rental rates comparable to the rental rates of our currently in-place leases as we seek to release space and/or to renew existing leases.

Our office property portfolio was 96.8% leased at June 30, 2009, and provisions for uncollectible tenant receivables, net of recoveries, were less than 0.3% of total revenues for the six months then ended. As a percentage of 2008 annualized gross base rent, 1% of leases expire in 2009, 6% of leases expire in 2010, and 10% of leases expire in 2011 (see Item 2 on page 23 of our Annual Report on Form 10-K for the year ended December 31, 2008). No assurances can be given that current economic conditions will not have a material adverse effect on our ability to re-lease space at favorable rates or on our ability to maintain our current occupancy rate and our low provisions for uncollectible tenant receivables.

After giving effect to Ordinary Redemptions at the end of February 2009, the program terms dodid not permit us to make additional Ordinary Redemptions until ~~(it is expected) the beginning of the fourth quarter of 2009, at which time~~ funds provided from our DRP ~~are expected~~were sufficient to ~~allow~~support additional Ordinary ~~Redemptions.~~Redemptions under the terms of the redemption program. On August 13, 2009, our board of directors approved an amendment to the share redemption program to suspend all Ordinary Redemptions until at least September 2010. However, we make no assurances ~~with respect~~as to when Ordinary Redemptions will resume because, with respect to the provisions of the share redemption program relating to Ordinary Redemptions, the share redemption program may be amended, suspended, or terminated at any time. As provided under the share redemption program, all Ordinary Redemption requests will be placed in a pool and honored on a pro rata basis once those redemptions resume. The amendment also revised the definition of “offering stage,” which definition is relevant for determining when the redemption price for Ordinary Redemptions goes from 91% of the original issue price of the shares to 95% of the estimated per share value of our common stock. See Note 8 of our accompanying consolidated financial statements for more detail regarding the amendment.

No matters were submitted to a vote of our stockholders during the ~~first~~second quarter of 2009.

The exhibits required to be filed with this report are set forth on the Exhibit Index to this quarterly report attached hereto.

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.

The following documents are filed as exhibits to this report. Exhibits that are not required for this report are omitted.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2009 (unaudited) and December 31, 2008	4

	Consolidated Statements of Operations for the Three Months and Six Months Ended ~~March 31,~~June 30, 2009 (unaudited) and 2008 (unaudited)	5

	Consolidated Statements of Equity for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2009 (unaudited) and 2008 (unaudited)	6

	Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2009 (unaudited) and 2008 (unaudited)	7

	Condensed Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2831

Item 4T.	Controls and Procedures	2933

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3035

Item 1A.	Risk Factors	3035

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3035

Item 3.	Defaults Upon Senior Securities	3136

Item 4.	Submission of Matters to a Vote of Security Holders	3136

Item 5.	Other Information	3136

Item 6.	Exhibits	3136


Buildings		40 years
Building improvements		5-25 years
Site improvements		10 years
Tenant improvements		Shorter of economic life or lease term
Intangible lease assets		Lease term


	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-Place Lease Assets		Absorption Period Costs		Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
June 30, 2009	$	154,675	$	566,416	$	492,459	$	150,678

December 31, 2008	$	153,342	$	570,354	$	495,249	$	150,923


	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-Place Lease Assets		Absorption Period Costs		Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
For the six months ended June 30, 2009	$	9,022	$	32,364	$	25,717	$	7,288

For the year ended December 31, 2008	$	19,692	$	67,535	$	50,210	$	14,004


	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-Place Lease Assets		Absorption Period Costs		Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
For the year ending December 31:
2009	$	8,924	$	31,440	$	25,043	$	7,254
2010		17,437		60,714		49,616		14,336
2011		14,374		52,282		45,571		14,096
2012		10,701		43,895		40,338		13,498
2013		8,773		38,202		37,217		13,193
Thereafter		24,386		127,562		132,573		46,434

	$	84,595	$	354,095	$	330,358	$	108,811


For the year ending December 31:
2009	$	1,035
2010		2,069
2011		2,069
2012		2,069
2013		2,069
Thereafter		97,623

	$	106,934


Period	Total Number of Shares Redeemed⁽¹⁾	Average Price Paid per Share⁽²⁾		Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program
January 2009	2,136	$	9.27	⁽³⁾
February 2009	2,046	$	9.22	⁽³⁾
March 2009	889	$	9.60	⁽³⁾


	WELLS REAL ESTATE INVESTMENT TRUST II, INC. (Registrant)

Dated: ~~May~~August 13, 2009	By:	/s/ DOUGLAS P. WILLIAMS
		Douglas P. Williams
		Executive Vice President, Treasurer and Principal Financial Officer


Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registration Statement on Form S-11 (No. 333-107066) filed with the Commission on November 25, 2003).

3.2		Articles of Amendment of Wells Real Estate Investment Trust II, Inc., effective as of October 1, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).

3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).

3.4		Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).

4.1		Form of Subscription Agreement with Consent to Electronic Delivery (incorporated by reference to Appendix A to the ~~Prospectus included in Amendment No. 2 to the Registration Statement on Form S-11 (No. 333-144414) filed with the Commission on September 22, 2008 (the “Third Offering Registration Statement”))~~Company’s prospectus dated April 30, 2009).

4.2		Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the ~~Third Offering~~ Registration ~~Statement)~~Statement on Form S-11 (No. 333-144414) filed with the Commission on September 22, 2008).

4.3		Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Appendix B to the ~~Prospectus included in the Third Offering Registration Statement)~~Company’s prospectus dated April 30, 2009).

~~4.4~~ 4.4*		Amended Share Redemption Program ~~(incorporated~~Document

10.1*		Advisory Agreement between the Company and Wells Capital, Inc. dated August 1, 2009.

10.2*		Amended and Restated Credit Agreement dated as of May 7, 2009 by ~~reference to Exhibit 4.4 to~~and among Wells Operating Partnership II, L.P., as borrower, Wachovia Capital Markets, LLC, as sole lead arranger and book manager, Wachovia Bank, National Association, as administrative agent, and the ~~Company’s Annual Report on Form 10-K for~~other financial institutions parties thereto.

10.3*		Amended and Restated Term Loan Agreement dated as of May 7, 2009 by and among Wells Operating Partnership II, L.P., as borrower, Bank of America, N.A., as administrative agent, and the ~~year ended December 31, 2008)~~other financial institutions parties thereto.

31.1*		Certification of the Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002