DEALER MANAGER AGREEMENT

<PAGE>

EXHIBIT 1.1

WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC.

UP TO 85,000,000 SHARES OF COMMON STOCK

DEALER MANAGER AGREEMENT

November 10, 2005

Wells Investment Securities, Inc.

6200 The Corners Parkway

Norcross, Georgia 30092-3365

Ladies and Gentlemen:

Wells Timber Real Estate Investment Trust, Inc., a Maryland corporation

(the "COMPANY"), has registered shares of its common stock, $.01 par value per

share (the "SHARES"), for sale to the public, of which (i) 85,000,000 shares are

intended to be offered in the primary offering and (ii) 10,000,000 shares are

intended to be offered pursuant to the Company's dividend reinvestment plan (the

"DRP"). The Company reserves the right to reallocate the Shares being offered

between the primary offering and the DRP. The Company desires for Wells

Investment Securities, Inc. (the "DEALER MANAGER") to act as its agent in

connection with the offer and sale of the Shares to the public (the "OFFERING").

Except as described in the Prospectus or in Section 5.4 hereof, the Shares are

to be sold for a per Share cash price as follows:

<TABLE>

<CAPTION>

DISTRIBUTION CHANNEL PRIMARY SHARES DRP SHARES

-------------------- -------------- ----------

<S> <C> <C>

Dealers $10.00 $9.55

Advisers affiliated with a Dealer* $ 9.30 $9.55

Advisers (not affiliated with a broker-dealer) $ 9.20 $9.55

</TABLE>

* This distribution channel refers to sales through investment advisory

representatives affiliated with a participating broker-dealer in which the

representative is compensated on a fee-for-service basis by the investor.

Throughout the remainder of this agreement and the Selected Dealer

Agreement, we refer to this channel as "ADVISERS AFFILIATED WITH A DEALER".

In connection with the sale of Shares, the Company hereby agrees with you, the

Dealer Manager, as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As an inducement to the

Dealer Manager to enter into this Agreement, the Company represents and

warrants to the Dealer Manager that:

1.1. The Company has prepared and filed with the Securities and Exchange

Commission a registration statement on Form S-11 for the registration

of the Shares under the Securities Act of 1933, as amended (the

"SECURITIES ACT"), and the applicable rules and regulations of the SEC

promulgated thereunder (the "SECURITIES ACT RULES AND REGULATIONS").

Copies of such registration statement as initially filed and each

amendment thereto have been or will be delivered to the Dealer

Manager. The registration statement and the prospectus contained

therein, as finally amended at the effective date of the registration

statement (the "EFFECTIVE DATE"), are respectively hereinafter

referred to as the "REGISTRATION STATEMENT" and the "PROSPECTUS",

except that if the Company files a prospectus or prospectus supplement

pursuant to Rule 424(b) under the Securities Act, or if the Company

files a post-effective amendment to the Registration Statement, the

term "PROSPECTUS" includes the prospectus filed pursuant to Rule

424(b) or the prospectus included in such post-effective amendment.

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The term "PRELIMINARY PROSPECTUS" as used herein shall mean a

preliminary prospectus related to the Shares as contemplated by Rule

430 or Rule 430A of the Securities Act Rules and Regulations included

at any time as part of the Registration Statement.

1.2. On the date that any Preliminary Prospectus was filed with the SEC, on

the Effective Date, on the date of the Prospectus, on the date the

Minimum Offering (as hereinafter defined) is obtained and when any

post-effective amendment to the Registration Statement becomes

effective or any amendment or supplement to the Prospectus is filed

with the SEC, the Registration Statement, each Preliminary Prospectus

and the Prospectus, as applicable, including the financial statements

contained therein, complied or will comply with the Securities Act and

the Securities Act Rules and Regulations. On the Effective Date, the

Registration Statement did not or will not, as the case may be,

contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary in order to

make the statements therein, in the light of the circumstances under

which they were made, not misleading. On the date of the Prospectus,

as amended or supplemented, as applicable, and on the date the Minimum

Offering is obtained, the Prospectus did not or will not, as the case

may be, contain any untrue statement of a material fact or omit to

state any material fact required to be stated therein or necessary in

order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided,

however, that the foregoing provisions of this Section 1.2 will not

extend to such statements contained in or omitted from the

Registration Statement or the Prospectus, as amended or supplemented,

as are primarily within the knowledge of the Dealer Manager or any of

the Dealers (as defined in Section 5.1 hereof) and are based upon

information furnished by the Dealer Manager in writing to the Company

specifically for inclusion therein.

1.3. No order preventing or suspending the use of any Preliminary

Prospectus or the Prospectus has been issued and no proceedings for

that purpose are pending, threatened, or, to the knowledge of the

Company, contemplated by the SEC; and to the knowledge of the Company,

no order suspending the offering of the Shares in any jurisdiction has

been issued and no proceedings for that purpose have been instituted

or threatened or are contemplated.

1.4. The Company intends to use the funds received from the sale of the

Shares as set forth in the Prospectus.

1.5. The Company has full legal right, power and authority to enter into

this Agreement and to perform the transactions contemplated hereby,

and the Company has duly authorized, executed and delivered this

Agreement.

1.6. The execution and delivery of this Agreement, the consummation of the

transactions herein contemplated and the compliance with the terms of

this Agreement by the Company will not conflict with or constitute a

default or violation under any charter, by-law, contract, indenture,

mortgage, deed of trust, lease, rule, regulation, writ, injunction or

decree of any government, governmental instrumentality or court,

domestic or foreign, having jurisdiction over the Company, except to

the extent that the enforceability of the indemnity and contribution

provisions contained in Section 6 of this Agreement may be limited

under applicable securities laws.

1.7. No consent, approval, authorization or other order of any governmental

authority is required in connection with the execution or delivery by

the Company of this Agreement or the

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issuance and sale by the Company of the Shares, except such as may be

required under the securities laws of certain states, if any, which we

have identified to you.

1.8. The Shares have been duly authorized and, upon payment therefor as

provided in this Agreement, will be validly issued, fully paid and

nonassessable and will conform to the description thereof contained in

the Prospectus.

2. REPRESENTATIONS AND WARRANTIES OF THE DEALER MANAGER. As an inducement to

the Company to enter into this Agreement, the Dealer Manager represents and

warrants to the Company that:

2.1. The Dealer Manager is a member of the National Association of

Securities Dealers, Inc. (the "NASD") in good standing and a

broker-dealer registered as such under the Securities Exchange Act of

1934, as amended (the "EXCHANGE ACT") and under the securities laws of

the states in which the Shares are to be offered and sold. The Dealer

Manager and its employees and representatives possess all required

licenses and registrations to act under this Agreement.

2.2. The Dealer Manager has full legal right, power and authority to enter

into this Agreement and to perform the transactions contemplated

hereby, and the Dealer Manager has duly authorized, executed and

delivered this Agreement.

2.3. The execution and delivery of this Agreement, the consummation of the

transactions herein contemplated and the compliance with the terms of

this Agreement by the Dealer Manager will not conflict with or

constitute a default or violation under any charter, by-law, contract,

indenture, mortgage, deed of trust, lease, rule, regulation, writ,

injunction or decree of any government, governmental instrumentality

or court, domestic or foreign, having jurisdiction over the Dealer

Manager, except to the extent that the enforceability of the indemnity

and contribution provisions contained in Section 6 of this Agreement

may be limited under applicable securities laws.

2.4. No consent, approval, authorization or other order of any governmental

authority is required in connection with the execution, delivery or

performance by the Dealer Manager of this Agreement.

2.5. The Dealer Manager represents and warrants to the Company and each

person that signs the Registration Statement that the information

under the caption "Plan of Distribution" in the Prospectus and all

other information furnished to the Company by the Dealer Manager in

writing expressly for use in the Registration Statement, any

Preliminary Prospectus, or the Prospectus, does not contain any untrue

statement of a material fact or omit to state any material fact

required to be stated therein or necessary to make the statements

therein not misleading.

3. COVENANTS OF THE COMPANY. The Company covenants and agrees with the Dealer

Manager that:

3.1. It will, at no expense to the Dealer Manager, furnish the Dealer

Manager with such number of printed copies of the Registration

Statement, including all amendments and exhibits thereto, as the

Dealer Manager may reasonably request. It will similarly furnish to

the Dealer Manager and others designated by the Dealer Manager as many

copies as the Dealer Manager may reasonably request in connection with

the offering of the Shares of: (a) the Prospectus; (b) this Agreement;

and (c) any other printed sales literature or other materials

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(provided that the use of said sales literature and other materials

have been first approved for use by the Company and all appropriate

regulatory agencies).

3.2. It will furnish such information and execute and file such documents

as may be necessary for the Company to qualify the Shares for offer

and sale under the securities laws of such jurisdictions as the Dealer

Manager may reasonably designate and will file and make in each year

such statements and reports as may be required. The Company will

furnish to the Dealer Manager a copy of such papers filed by the

Company in connection with any such qualification.

3.3. It will: (a) furnish copies of any proposed amendment or supplement of

the Registration Statement or the Prospectus to the Dealer Manager;

(b) file every amendment or supplement to the Registration Statement

or the Prospectus that may be required by the SEC or any state

securities administration; and (c) if at any time the SEC shall issue

any stop order suspending the effectiveness of the Registration

Statement or any state securities administration shall issue any order

or take other action to suspend or enjoin the sale of the Shares, it

will promptly notify the Dealer Manager and will use its best efforts

to obtain the lifting of such order or to prevent such other action at

the earliest possible time.

3.4. If at any time when a prospectus is required to be delivered under the

Securities Act any event occurs as a result of which, in the opinion

of either the Company or the Dealer Manager, the Prospectus would

include an untrue statement of a material fact or omit to state any

material fact necessary to make the statements therein, in the light

of the circumstances under which they were made, not misleading, the

Company will promptly notify the Dealer Manager thereof (unless the

information shall have been received from the Dealer Manager) and will

effect the preparation of an amendment or supplement to the Prospectus

which will correct such statement or omission.

3.5. It will comply with all requirements imposed upon it by the Securities

Act, the Securities Act Rules and Regulations, the Exchange Act and

the applicable rules and regulations of the SEC promulgated thereunder

(the "EXCHANGE ACT RULES AND REGULATIONS" and collectively with the

Securities Act Rules and Regulations, the "RULES AND REGULATIONS"),

and by all state securities laws and regulations of those states in

which an exemption has been obtained or qualification of the Shares

has been effected, to permit the continuance of offers and sales of

the Shares in accordance with the provisions hereof and of the

Prospectus.

3.6. It will pay all expenses incident to the performance of its

obligations under this Agreement, including (a) the preparation,

filing and printing of the Registration Statement as originally filed

and of each amendment thereto, (b) the preparation, printing and

delivery to the Dealer Manager of this Agreement, the Selected Dealer

Agreement and such other documents as may be required in connection

with the offering, sale, issuance and delivery of the Shares, (c) the

fees and disbursements of the Company's counsel, accountants and other

advisers, (d) the fees and expenses related to the review of the terms

and fairness of the Offering by the NASD, (e) the fees and expenses

related to the qualification of the Shares under the securities laws

in accordance with the provisions of Section 3.2 hereof, including the

fees and disbursements of counsel in connection with the preparation

of any Blue Sky survey and any supplement thereto, (f) the printing

and delivery to the Dealer Manager of copies of any Preliminary

Prospectus and the Prospectus, (g) the fees and expenses of any

registrar, transfer agent or paying agent in connection with the

Shares and (h) the costs and expenses of the Company relating to

investor presentations undertaken in connection with the marketing of

the offering of the Shares, including, without limitation, expenses

associated

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with the production of slides and graphics, fees and expenses of any

consultants engaged in connection with presentations with the prior

approval of the Company, and travel and lodging expenses of the

representatives of the Company and any such consultants.

4. COVENANTS OF THE DEALER MANAGER. The Dealer Manager covenants and agrees

with the Company that:

4.1. In connection with the offer and sale of the Shares, the Dealer

Manager will comply with all requirements imposed upon it by the

Securities Act, the Exchange Act, the Rules and Regulations or other

federal regulations applicable to the Offering, the sale of Shares or

its activities and by all applicable state securities laws and

regulations, as from time to time in effect, and by this Agreement,

including the obligation to deliver a copy of the Prospectus as

required by the Securities Act, the Exchange Act or the Rules and

Regulations. The Dealer Manager will not offer the Shares for sale in

any jurisdiction unless and until it has been advised that the Shares

are either registered in accordance with, or exempt from, the

securities and other laws applicable thereto.

4.2. The Dealer Manager will make no representations concerning the

Offering except as set forth in the Prospectus.

4.3. The Dealer Manager will provide the Company with such information

relating to the offer and sale of the Shares by it as the Company may

from time to time reasonably request or as may be requested to enable

the Company to prepare such reports of sale as may be required to be

filed under applicable federal or state securities laws.

5. OBLIGATIONS AND COMPENSATION OF DEALER MANAGER.

5.1. The Company hereby appoints the Dealer Manager as its agent and

principal distributor during the Offering Period (each defined in

Section 5.3) for the purpose of finding, on a best efforts basis,

purchasers for the Shares for cash through such securities dealers

that the Dealer Manager may retain (individually, a "DEALER", and

collectively, the "DEALERS"), all of whom shall be members of the

NASD, pursuant to a Selected Dealer Agreement in the form attached to

this Agreement as Exhibit A. The Dealer Manager may also arrange for

the sale of Shares for cash directly to its own clients and customers

at the public offering price and subject to the terms and conditions

stated in the Prospectus. The Dealer Manager hereby accepts such

agency and distributorship and agrees to use its best efforts to find

purchasers for the Shares on said terms and conditions, commencing as

soon as practicable.

5.2. The Dealer Manager agrees to be bound by the terms of (a) the Escrow

Agreement, dated November 10, 2005, among Wachovia Bank, National

Association, as escrow agent (the "ESCROW AGENT"), the Dealer Manager

and the Company, and (b) the Escrow Agreement for Pennsylvania

Subscribers, dated November 10, 2005, among the Escrow Agent, the

Dealer Manager and the Company, in each case as such agreements may be

amended from time to time.

5.3. The "OFFERING PERIOD" shall mean that period during which Shares may

be offered for sale, commencing on the date the Registration Statement

was filed with the SEC, during which period offers and sales of the

Shares shall occur continuously unless and until the Offering is

terminated as provided in Section 11 hereof, except that the Dealer

Manager and the Dealers shall suspend or terminate the offering of the

Shares upon request of the Company at any time and shall resume

offering the Shares upon subsequent request of the Company.

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The Offering Period shall in all events terminate upon the sale of all

of the Shares. Upon termination of the Offering Period, the Dealer

Manager's agency and this Agreement shall terminate without obligation

on the part of the Dealer Manager or the Company except as set forth

in this Agreement.

5.4. Except as may be provided in the "Plan of Distribution" section of the

Prospectus, as compensation for the services rendered by the Dealer

Manager, the Company agrees that it will pay to the Dealer Manager

selling commissions plus a dealer manager fee as follows:

<TABLE>

<CAPTION>

SELLING COMMISSIONS

---------------------------

DISTRIBUTION CHANNEL PRIMARY SHARES DRP SHARES

-------------------- -------------- ----------

<S> <C> <C>

Dealers 7.00% 0.00%

Advisers affiliated with a Dealer 0.00% 0.00%

Advisers (not affiliated with a broker-dealer) 0.00% 0.00%

</TABLE>

<TABLE>

<CAPTION>

DEALER MANAGER FEE

---------------------------

DISTRIBUTION CHANNEL PRIMARY SHARES DRP SHARES

-------------------- -------------- ----------

<S> <C> <C>

Dealers 1.80% 0.00%

Advisers affiliated with a Dealer 1.80% 0.00%

Advisers (not affiliated with a broker-dealer) 0.80% 0.00%

</TABLE>

No selling commissions or dealer manager fees will be paid to the

Dealer Manager in connection with Shares sold under the DRP.

Shareholders purchasing through Advisers Affiliated with a Dealer or

through advisers not affiliated with a dealer are referred to in this

agreement as "ADVISER AFFILIATED SHAREHOLDERS".

Reduced selling commissions will be paid to the Dealer Manager and

reduced per share selling prices shall be recovered on large purchases

in the primary offering in accordance with the following table:

<TABLE>

<CAPTION>

SHARES PURCHASED IN THE TRANSACTION COMMISSION RATE PRICE PER SHARE

----------------------------------- --------------- ---------------

<S> <C> <C>

1 - 50,000 7.00% $10.00

50,001 - 100,000 6.00% $ 9.90

100,001 - 200,000 5.00% $ 9.80

200,001 - 300,000 4.00% $ 9.70

300,001 - 400,000 3.00% $ 9.60

400,001 - 500,000 2.00% $ 9.50

500,001 - and up 1.00% $ 9.40

</TABLE>

The discounts noted in the above table will be applied on a

transaction-by-transaction basis and in a progressive fashion. All

commissions will be paid based on a $10.00 per share issue price

without regard to any discounts based on volume. By way of example,

an investment transaction of $1,250,000 would pay 7.00% commission on

the first $500,000 (or $35,000), which would purchase 50,000 shares,

and then 6.00% on the next $495,000 (or $30,000), which would purchase

50,000 shares, and then 5.00% on the amount remaining $255,000 (or

$12,750), which would purchase 26,020 shares ($255,000 divided by

$9.80 per share).

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The Company will also reimburse the Dealer Manager for its

reimbursement of the bona fide due diligence expenses of the Dealers

in the amount of up to 0.5% of the gross offering proceeds

attributable to such Dealer.

Notwithstanding the foregoing, no commissions, payments or amounts

whatsoever will be paid to the Dealer Manager under this Section 5.4

unless or until $2,000,000 has been raised from the sale of Shares in

the Offering (the "MINIMUM OFFERING"). Until the Minimum Offering is

obtained, investments will be held in escrow. Until $37,500,000 (the

"PENNSYLVANIA MINIMUM") has been raised, subscription payments from

Pennsylvania investors will be held in a separate escrow account and

no commissions, payments or amounts whatsoever will be paid thereon to

the Dealer Manager under this Section 5.4 unless and until the

Pennsylvania Minimum has been raised, and then only with respect to

such investments from Pennsylvania investors as are released to the

Company from such escrow. If the Minimum Offering is not obtained

within the time periods specified in the Prospectus, investments will

be returned to the investors in accordance with the Prospectus. If the

Pennsylvania Minimum is not obtained within the time periods specified

in the Prospectus, the investments from Pennsylvania investors will be

returned or held for subsequent escrow periods in accordance with the

Prospectus. The Company will not be liable or responsible to any

Dealer for direct payment of commissions to such Dealer, it being the

sole and exclusive responsibility of the Dealer Manager for payment of

commissions to Dealers. Notwithstanding the above, at its discretion,

the Company may act as agent of the Dealer Manager by making direct

payment of commissions to such Dealers without incurring any liability

therefore.

5.5. Notwithstanding anything to the contrary contained herein, in the

event that the Company pays any commission to the Dealer Manager for

sale by a Dealer of one or more Shares and the subscription is

rescinded as to one or more of the Shares covered by such

subscription, the Company shall decrease the next payment of

commissions or other compensation otherwise payable to the Dealer

Manager by the Company under this Agreement by an amount equal to the

commission rate established in Section 5.4 of this Agreement,

multiplied by the number of Shares as to which the subscription is

rescinded. In the event that no payment of commissions or other

compensation is due to the Dealer Manager after such withdrawal

occurs, the Dealer Manager shall pay the amount specified in the

preceding sentence to the Company within ten (10) days following

receipt of notice by the Dealer Manager from the Company stating the

amount owed as a result of rescinded subscriptions.

5.6. The Dealer Manager will not represent or imply that the Escrow Agent

has investigated the desirability or advisability of investment in the

Company or has approved, endorsed or passed upon the merits of the

Shares or the Company, nor will the Dealer Manager use the name of the

Escrow Agent in any manner whatsoever in connection with the offer or

sale of the Shares other than by acknowledgment that it has agreed to

serve as escrow agent.

5.7. Notwithstanding anything else herein to the contrary, Dealer Manager

agrees that it will not sell any Shares through the DRP to any Adviser

Affiliated Shareholder while such shareholder may still purchase

Shares in the primary offering for a price less than the price

available under the DRP. After the primary offering closes, or if at

any time the shares offered under the DRP are offered at a price per

share less than that offered pursuant to this agreement to Adviser

Affiliated Shareholders, the Dealer Manager may sell Shares through

the DRP to an Adviser Affiliated Shareholder at the then applicable

DRP purchase price.

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6. INDEMNIFICATION.

6.1. The Company will indemnify and hold harmless the Dealers and (to the

extent permitted by the Company's charter) the Dealer Manager, their

officers and directors and each person, if any, who controls such

Dealer or Dealer Manager within the meaning of Section 15 of the

Securities Act (the "INDEMNIFIED PERSONS") from and against any

losses, claims, damages or liabilities ("LOSSES"), joint or several,

to which such Indemnified Persons may become subject, under the

Securities Act or otherwise, insofar as such Losses (or actions in

respect thereof) arise out of or are based upon (a) any untrue

statement or alleged untrue statement of a material fact contained (i)

in the Registration Statement or any post-effective amendment thereto

or in the Prospectus or (ii) in any blue sky application or other

document executed by the Company or on its behalf specifically for the

purpose of qualifying any or all of the Shares for sale under the

securities laws of any jurisdiction or based upon written information

furnished by the Company under the securities laws thereof (any such

application, document or information being hereinafter called a "BLUE

SKY APPLICATION"), or (b) the omission or alleged omission to state in

the Registration Statement (including the Prospectus as a part

thereof) or any post-effective amendment thereto or in any Blue Sky

Application a material fact required to be stated therein or necessary

to make the statements therein not misleading, or (c) any untrue

statement or alleged untrue statement of a material fact contained in

any Preliminary Prospectus, if used prior to the effective date of the

Registration Statement, or in the Prospectus or the omission or

alleged omission to state therein a material fact required to be

stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not

misleading. The Company will reimburse each Indemnified Person for any

legal or other expenses reasonably incurred by such Indemnified

Person, in connection with investigating or defending such Loss.

Notwithstanding the foregoing provisions of this Section 6.1, the

Company will not be liable in any such case to the extent that any

such Loss or expense arises out of or is based upon an untrue

statement or alleged untrue statement or omission or alleged omis