k224-12.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended: December 31, 2012

Commission file number: 000-24003

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

	State of Minnesota		41-1848181
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	30 East 7th Street, Suite 1300 St. Paul, Minnesota 55101		(651) 227-7333
	(Address of principal executive offices)		(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Name of each exchange on which registered
	None		None

Securities registered pursuant to Section 12(g) of the Act:

	Limited Partnership Units
	(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or

Section 15(d) of the Exchange Act. o Yes x No

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.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

o Large accelerated filer	o Accelerated filer
o 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 Act).

o Yes x No

As of June 30, 2012, there were 15,596.198 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant, which Units had an aggregate market value (based solely on the price at which they were sold since there is no ready market for such Units) of $15,596,198.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant has not incorporated any documents by reference into this report.

PART I

ITEM 1. BUSINESS.

AEI Income & Growth Fund XXII Limited Partnership (the "Partnership" or the "Registrant") is a limited partnership which was organized pursuant to the laws of the State of Minnesota on July 31, 1996. The registrant is comprised of AEI Fund Management XXI, Inc. (“AFM”) as Managing General Partner, Robert P. Johnson, the President and sole director of AFM, as the Individual General Partner, and purchasers of partnership units as Limited Partners. The Partnership offered for sale up to $24,000,000 of limited partnership interests (the "Units") (24,000 Units at $1,000 per Unit) pursuant to a registration statement effective January 10, 1997. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The Partnership's offering terminated January 9, 1999 when the extended offering period expired. The Partnership received subscriptions for 16,917.222 Limited Partnership Units ($16,917,222).

The Partnership was organized to acquire existing and newly constructed commercial properties located in the United States, to lease such properties to tenants under net leases, to hold such properties and to eventually sell such properties. From subscription proceeds, the Partnership purchased twelve properties, including partial interests in three properties, at a total cost of $13,363,547. The balance of the subscription proceeds was applied to organization and syndication costs, working capital reserves and distributions, which represented a return of capital. The properties are commercial, single tenant buildings leased under net leases.

The Partnership's properties were purchased without any indebtedness. The Partnership will not finance properties in the future to obtain proceeds for new property acquisitions. If it is required to do so, the Partnership may incur short-term indebtedness, which may be secured by a portion of the Partnership's properties, to finance day-to-day cash flow requirements (including cash flow necessary to repurchase Units). The amount of borrowings that may be secured by the properties is limited in the aggregate to 10% of the purchase price of all properties. The Partnership will not incur borrowings to pay distributions and will not incur borrowings while there is cash available for distributions.

The Partnership will hold its properties until the General Partners determine that the sale or other disposition of the properties is advantageous in view of the Partnership's investment objectives. In deciding whether to sell properties, the General Partners will consider factors such as potential appreciation, net cash flow and income tax considerations. The Partnership expects to sell some or all of its properties prior to its final liquidation and to reinvest the proceeds from such sales in additional properties. The Partnership reserves the right, at the discretion of the General Partners, to either distribute proceeds from the sale of properties to the Partners or to reinvest such proceeds in additional properties, provided that sufficient proceeds are distributed to the Limited Partners to pay federal and state income taxes related to any taxable gain recognized as a result of the sale.

Page 2 of 40

ITEM 1. BUSINESS. (Continued)

The prospectus under which Units were initially sold indicated that the General Partners intended to liquidate the Partnership 12 to 15 years after formation, depending upon the then current real estate and money markets, the economic climate and the income tax consequences to the Limited Partners. By the end of 2013, the Managing General Partner anticipates that it will mail a proxy statement to the Limited Partners that will allow them to vote on whether to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets within 24 months.

Leases

Although there are variations in the specific terms of the leases, the following is a summary of the general terms of the Partnership’s leases. The properties are leased to various tenants under net leases, classified as operating leases. Under a net lease, the tenant is responsible for real estate taxes, insurance, maintenance, repairs and operating expenses for the property. For some leases, the Partnership is responsible for repairs to the structural components of the building, the roof, and the parking lot. At the time the properties were acquired, the remaining primary lease terms varied from 10 to 20 years, except for the Staples store, which had a remaining primary term of 8.4 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary term. The leases provide for base annual rental payments, payable in monthly installments, and contain rent clauses which entitle the Partnership to receive additional rent in future years based on stated rent increases.

Property Activity During the Last Three Years

As of December 31, 2009, the Partnership owned a significant interest in nine properties and a minor interest in five properties with a total cost of $12,762,299. During the years ended December 31, 2010, 2011 and 2012, the Partnership sold eight property interests and received net sale proceeds of $34,485, $889,965 and $1,396,648, which resulted in net gains of $3,403, $83,734 and $476,312, respectively. During 2011 and 2012, the Partnership expended $897,288 and $824,500 to purchase two additional properties as it reinvested cash generated from property sales. As of December 31, 2012, the Partnership owned a significant interest in nine properties with a total cost of $11,718,588.

Major Tenants

During 2012, four tenants each contributed more than ten percent of the Partnership's total rental revenue. The major tenants, in aggregate, contributed 68% of total rental revenue in 2012. It is anticipated that, based on the minimum rental payments required under the leases, each major tenant, with one exception, will continue to contribute more than ten percent of rental income in 2013 and future years. The tenant of the Jared Jewelry store will not continue to be a major tenant as the Partnership sold its remaining interest in the property in 2013. Any failure of these major tenants could materially affect the Partnership's net income and cash distributions.

Page 3 of 40

ITEM 1. BUSINESS. (Continued)

Competition

The Partnership is a minor factor in the commercial real estate business. There are numerous entities engaged in the commercial real estate business which have greater financial resources than the Partnership. At the time the Partnership elects to dispose of its properties, the Partnership will be in competition with other persons and entities to find buyers for its properties.

Employees

The Partnership has no direct employees. Management services are performed for the Partnership by AEI Fund Management, Inc., an affiliate of AFM.

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not required for a smaller reporting company.

ITEM 2. PROPERTIES.

Investment Objectives

The Partnership's investment objectives are to acquire existing or newly-developed commercial properties throughout the United States that offer the potential for (i) regular cash distributions of lease income; (ii) growth in lease income through rent escalation provisions; (iii) preservation of capital through all-cash transactions; (iv) capital growth through appreciation in the value of properties; and (v) stable property performance through long-term lease contracts. The Partnership does not have a policy, and there is no limitation, as to the amount or percentage of assets that may be invested in any one property. However, to the extent possible, the General Partners attempt to diversify the type and location of the Partnership's properties.

Description of Properties

The Partnership's properties are commercial, single tenant buildings. The properties were acquired on a debt-free basis and are leased to various tenants under net leases, classified as operating leases. The Partnership holds an undivided fee simple interest in the properties.

Page 4 of 40

ITEM 2. PROPERTIES. (Continued)

The Partnership's properties are subject to the general competitive conditions incident to the ownership of single tenant investment real estate. Since each property is leased under a long-term lease, there is little competition until the Partnership decides to sell the property. At this time, the Partnership will be competing with other real estate owners, on both a national and local level, in attempting to find buyers for the properties. In the event of a tenant default, the Partnership would be competing with other real estate owners, who have property vacancies, to attract a new tenant to lease the property. The Partnership's tenants operate in industries that are very competitive and can be affected by factors such as changes in regional or local economies, seasonality and changes in consumer preference.

The following table is a summary of the properties that the Partnership acquired and owned as of December 31, 2012.

Property	Purchase Date	Property Cost			Tenant	Annual Lease Payment		Annual Rent Per Sq. Ft.

Johnny Carino’s Restaurant Longmont, CO (50%)	12/30/03	$	1,293,405		Kona Restaurant Group, Inc.	$	76,064	$	23.48

Jared Jewelry Store Sugar Land, TX (29.864%)	7/15/04	$	1,145,259		Sterling Jewelers Inc.	$	105,055	$	57.53

Applebee’s Restaurant Johnstown, PA (38%)	9/21/06	$	1,031,187		B.T. Woodlipp, Inc.	$	79,948	$	40.51

Advance Auto Parts Store Indianapolis, IN (65%)	12/21/06	$	1,244,173		Advance Stores Company, Inc.	$	87,168	$	19.16

Applebee’s Restaurant Crawfordsville, IN (60%)	12/29/06	$	1,856,656		Apple Indiana II LLC	$	143,978	$	45.62

Tractor Supply Company Store Grand Forks, ND (50%)	1/19/07	$	1,403,874		Tractor Supply Company	$	108,697	$	9.86

Best Buy Store Lake Geneva, WI (33%)	10/6/08	$	2,022,246		Best Buy Stores, L.P.	$	144,325	$	14.40

Staples Store Clermont, FL (28%)	10/21/11	$	897,288	(1)	Staples the Office Superstore East, Inc.	$	73,031	$	13.15

PetSmart Store Galveston, TX (34%)	3/16/12	$	824,500	(1)	PetSmart, Inc.	$	65,560	$	14.97

(1) Does not include acquisition costs that were expensed.

Page 5 of 40

ITEM 2. PROPERTIES. (Continued)

The properties listed above with a partial ownership percentage are owned with the following affiliated entities and/or unrelated third parties: Johnny Carino’s restaurant (AEI Accredited Investor Fund 2002 Limited Partnership); Jared Jewelry store (AEI Accredited Investor Fund 2002 Limited Partnership); Applebee’s restaurant in Johnstown, Pennsylvania (AEI Income & Growth Fund XXI Limited Partnership); Advance Auto Parts store (AEI Income & Growth Fund 25 LLC); Applebee’s restaurant in Crawfordsville, Indiana (AEI Income & Growth Fund 26 LLC); Tractor Supply Company store (AEI Income & Growth Fund 24 LLC); Best Buy store (AEI Income & Growth Fund 24 LLC and AEI Income & Growth Fund 27 LLC); Staples store (AEI Income & Growth Fund 25 LLC); and PetSmart store (AEI Accredited Investor Fund V LP).

The Partnership accounts for properties owned as tenants-in-common with affiliated entities and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in-common interests. The financial statements reflect only this Partnership's percentage share of the properties' land, building and equipment, liabilities, revenues and expenses.

At the time the properties were acquired, the remaining primary lease terms varied from 10 to 20 years, except for the Staples store, which had a remaining primary term of 8.4 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary term.

Pursuant to the lease agreements, the tenants are required to provide proof of adequate insurance coverage on the properties they occupy. The General Partners believe the properties are adequately covered by insurance and consider the properties to be well-maintained and sufficient for the Partnership's operations.

For tax purposes, the Partnership's properties are depreciated under the Modified Accelerated Cost Recovery System (MACRS). The largest depreciable component of a property is the building which is depreciated, using the straight-line method, over 39 years. The remaining depreciable components of a property are personal property and land improvements which are depreciated, using an accelerated method, over 5 and 15 years, respectively. Since the Partnership has tax-exempt Partners, the Partnership is subject to the rules of Section 168(h)(6) of the Internal Revenue Code which requires a percentage of the properties' depreciable components to be depreciated over longer lives using the straight-line method. In general, the federal tax basis of the properties for tax depreciation purposes equals the book depreciable cost of the properties plus the amortizable cost of the related intangible lease assets, except for properties purchased after January 1, 2009. For those properties, acquisition expenses that were expensed for book purposes were capitalized and added to the basis of the property for tax depreciation purposes.

At December 31, 2012, all properties listed above were 100% occupied.

Page 6 of 40

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-

HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) As of December 31, 2012, there were 727 holders of record of the registrant's Limited Partnership Units. There is no other class of security outstanding or authorized. The registrant's Units are not a traded security in any market. During the period covered by this report, the Partnership did not sell any equity securities that are not registered under the Securities Act of 1933.

Cash distributions of $21,066 and $21,367 were made to the General Partners and $735,003 and $738,006 were made to the Limited Partners for 2012 and 2011, respectively. The distributions were made on a quarterly basis and represent Net Cash Flow, as defined, except as discussed below. These distributions should not be compared with dividends paid on capital stock by corporations.

As part of the Limited Partners’ distributions discussed above, the Partnership distributed net sale proceeds of $80,000 and $70,000 in 2012 and 2011, respectively. The distributions reduced the Limited Partners' Adjusted Capital Contributions.

(b) Not applicable.

(c) Pursuant to Section 7.7 of the Partnership Agreement, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July are redeemed on April 1st and October 1st, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.

Page 7 of 40

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-

HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Small Business Issuer Purchases of Equity Securities

Period	Total Number of Units Purchased	Average Price Paid per Unit	Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs

10/1/12 to 10/31/12	7.00	$678.60	1,306.02(1)	(2)

11/1/12 to 11/30/12	--	--	--	--

12/1/12 to 12/31/12	--	--	--	--

(1)	The Partnership's repurchase plan is mandated by the Partnership Agreement as included in the prospectus related to the original offering of the Units.

(2)	The Partnership Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date.

ITEM 6. SELECTED FINANCIAL DATA.

Not required for a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:

—

Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;

—

the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;

—

resolution by the General Partners of conflicts with which they may be confronted;

—

the success of the General Partners of locating properties with favorable risk return characteristics;

—

the effect of tenant defaults; and

—

the condition of the industries in which the tenants of properties owned by the Partnership operate.

Page 8 of 40

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Application of Critical Accounting Policies

The Partnership’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, will be affected if management’s estimates or assumptions prove inaccurate.

Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with managing partner of the Partnership.

Allocation of Purchase Price of Acquired Properties

Upon acquisition of real properties, the Partnership records them in the financial statements at cost (not including acquisition expenses). The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.

The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized as an adjustment of rental income over the remaining terms of the respective leases. Below market leases will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The determination of the fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.

Carrying Value of Properties

The carrying value of the properties is initially recorded at cost, not including acquisition expenses. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.

Allocation of Expenses

AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.

Page 10 of 40

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Results of Operations

For the years ended December 31, 2012 and 2011, the Partnership recognized rental income from continuing operations of $759,408 and $641,486, respectively. In 2012, rental income increased due to additional rent received from two property acquisitions in 2011 and 2012 and rent increases on three properties. Based on the scheduled rent for the properties owned as of February 28, 2013, the Partnership expects to recognize rental income from continuing operations of approximately $771,000 in 2013.

For the years ended December 31, 2012 and 2011, the Partnership incurred Partnership administration expenses from affiliated parties of $148,857 and $156,809, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $32,946 and $25,877, respectively. These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs.

For the year ended December 31, 2012, the Partnership incurred property acquisition expenses of $22,645 related to the purchase of the PetSmart store in Galveston, Texas. For the year ended December 31, 2011, the Partnership incurred property acquisition expenses of $18,941 related to the purchase of the Staples store in Clermont, Florida.

For the years ended December 31, 2012 and 2011, the Partnership recognized interest income of $2,081 and $7,732, respectively. In 2012, interest income decreased due to the Partnership having less money invested in a money market account due to property acquisitions.

Upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Partnership includes the operating results and sale of the property in discontinued operations. In addition, the Partnership reclassifies the prior periods’ operating results of the property to discontinued operations. For the year ended December 31, 2012, the Partnership recognized income from discontinued operations of $586,525, representing rental income less property management expenses and depreciation of $110,213 and gain on disposal of real estate of $476,312. For the year ended December 31, 2011, the Partnership recognized income from discontinued operations of $261,797, representing rental income less property management expenses and depreciation of $178,063 and gain on disposal of real estate of $83,734.

In November 2010, the Partnership entered into an agreement to sell the Hollywood Video store in Minot, North Dakota to an unrelated third party. On January 14, 2011, the sale closed with the Partnership receiving net proceeds of $881,953, which resulted in a net gain of $81,953. At the time of sale, the cost and related accumulated depreciation was $1,111,393 and $311,393, respectively.

On March 17, 2011, the Partnership sold its remaining 0.5877% interest in the Arby’s restaurant in Homewood, Alabama to an unrelated third party. The Partnership received net sale proceeds of $8,012, which resulted in a net gain of $1,781. The cost and related accumulated depreciation of the interest sold was $8,184 and $1,953, respectively.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

On January 6, 2012, the Partnership sold the KinderCare daycare center in Pearland, Texas to an unrelated third party. The Partnership received net sale proceeds of $859,968, which resulted in a net gain of $277,578. At the time of sale, the cost and related accumulated depreciation was $943,416 and $361,026, respectively. At December 31, 2011, the property was classified as Real Estate Held for Sale with a carrying value of $582,390.

On February 3, 2012, the Partnership sold its remaining interests in the KinderCare daycare centers in Golden, Colorado, and Plainfield, Illinois to an unrelated third party. The Partnership received total net sale proceeds of $26,200, which resulted in a net gain of $1,073. The cost and related accumulated depreciation of the interests sold was $38,173 and $13,046, respectively.

On May 10, 2012, the Partnership sold its remaining 0.8729% interest in the TGI Friday’s restaurant in Greensburg, Pennsylvania to an unrelated third party. The Partnership received net sale proceeds of $7,561, which resulted in a net loss of $2,257. The cost and related accumulated depreciation of the interest sold was $14,580 and $4,762, respectively.

In December 2012, the Partnership sold 10.136% of the Jared Jewelry store in Sugarland, Texas, in two separate transactions, to unrelated third parties. The Partnership received total net sale proceeds of $502,919, which resulted in a net gain of $199,918. The cost and related accumulated depreciation of the interests sold was $388,707 and $85,706, respectively.

Subsequent to December 31, 2012, the Partnership sold its remaining 29.864% interest in the Jared Jewelry store in Sugarland, Texas, in five separate transactions, to unrelated third parties. The Partnership received total net sale proceeds of approximately $1,488,000, which resulted in a net gain of approximately $595,300. The cost and related accumulated depreciation of the interests sold was $1,145,259 and $252,518, respectively. At December 31, 2012, the property was classified as Real Estate Held for Sale with a carrying value of $892,741.

Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.

Liquidity and Capital Resources

During the year ended December 31, 2012, the Partnership's cash balances increased $489,649 as a result of cash generated from the sale of property, which was partially offset by cash used to purchase property, and distributions and redemption payments paid to the Partners in excess of cash generated from operating activities. During the year ended December 31, 2011, the Partnership's cash balances decreased $99,506 as a result of cash used to purchase property and distributions paid to the Partners in excess of cash generated from operating activities, which were partially offset by cash generated from the sale of property.

Page 12 of 40

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Net cash provided by operating activities increased from $667,596 in 2011 to $735,121 in 2012 as a result of an increase in total rental and interest income in 2012, a decrease in Partnership administration and property management expenses in 2012 and net timing differences in the collection of payments from the tenants and the payment of expenses. During 2012 and 2011, cash from operations was reduced by $22,645 and $18,941, respectively, of acquisition expenses related to the purchase of real estate. Pursuant to accounting guidance, these expenses were reflected as operating cash outflows. However, pursuant to the Partnership Agreement, acquisition expenses were funded with proceeds from property sales.

The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the years ended December 31, 2012 and 2011, the Partnership generated cash flow from the sale of real estate of $1,396,648 and $889,965, respectively. During the same periods, the Partnership expended $824,500 and $897,288, respectively, to invest in real properties as the Partnership reinvested cash generated from property sales.

On October 21, 2011, the Partnership purchased a 28% interest in a Staples store in Clermont, Florida for $897,288. The property is leased to Staples the Office Superstore East, Inc. under a Lease Agreement with a remaining primary term of 8.4 years (as of the date of purchase) and annual rent of $73,031 for the interest purchased. The remaining interest in the property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

On March 16, 2012, the Partnership purchased a 34% interest in a PetSmart store in Galveston, Texas for $824,500. The property is leased to PetSmart, Inc. under a Lease Agreement with a remaining primary term of 10.0 years and annual rent of $65,560 for the interest purchased. The remaining interest in the property was purchased by AEI Accredited Investor Fund V LP, an affiliate of the Partnership.

The Partnership's primary use of cash flow, other than investment in real estate, is distribution and redemption payments to Partners. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. Redemption payments are paid to redeeming Partners on a semi-annual basis.

For the years ended December 31, 2012 and 2011, the Partnership declared distributions of $756,069 and $759,373, respectively. Pursuant to the Partnership Agreement, distributions of Net Cash Flow were allocated 97% to the Limited Partners and 3% to the General Partners. Distributions of Net Proceeds of Sale were allocated 99% to the Limited Partners and 1% to the General Partners. The Limited Partners received distributions of $735,003 and $738,006 and the General Partners received distributions of $21,066 and $21,367 for the years, respectively.

During 2012 and 2011, the Partnership distributed net sale proceeds of $80,808 and $70,707 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $5.12 and $4.45 per Limited Partnership Unit, respectively. The Partnership anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Partners in the future.

Page 13 of 40

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

The Partnership may acquire Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.

During 2012, seven Limited Partners redeemed a total of 86.33 Partnership Units for $57,798 in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. During 2011, the Partnership did not redeem any Units from the Limited Partners. In prior years, a total of 71 Limited Partners redeemed 1,219.69 Partnership Units for $975,145. The redemptions increase the remaining Limited Partners’ ownership interest in the Partnership. As a result of these redemption payments and pursuant to the Partnership Agreement, the General Partners received distributions of $1,787 in 2012.

The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis.

The Economy and Market Conditions

The impact of conditions in the economy over the last few years, including the turmoil in the credit markets, has adversely affected many real estate investment funds. However, the absence of mortgage financing on the Partnership's properties eliminates the risks of foreclosure and debt-refinancing that can negatively impact the value and distributions of leveraged real estate investment funds. Nevertheless, a prolonged economic downturn may adversely affect the operations of the Partnership's tenants and their cash flows. If a tenant were to default on its lease obligations, the Partnership's income would decrease, its distributions would likely be reduced and the value of its properties might decline.

Off-Balance Sheet Arrangements

As of December 31, 2012 and 2011, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.

ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See accompanying index to financial statements.

Page 14 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

INDEX TO FINANCIAL STATEMENTS

		Page

Report of Independent Registered Public Accounting Firm		16

Balance Sheet as of December 31, 2012 and 2011		17

Statements for the Years Ended December 31, 2012 and 2011:

	Income	18

	Cash Flows	19

	Changes in Partners’ Capital (Deficit)	20

Notes to Financial Statements		21 – 32

Page 15 of 40

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners:

AEI Income & Growth Fund XXII Limited Partnership

St. Paul, Minnesota

We have audited the accompanying balance sheet of AEI Income & Growth Fund XXII Limited Partnership (a Minnesota limited partnership) as of December 31, 2012 and 2011, and the related statements of income, cash flows and changes in partners' capital (deficit) for each of the years then ended. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AEI Income & Growth Fund XXII Limited Partnership as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

	/s/ BOULAY, HEUTMAKER, ZIBELL & CO. P.L.L.P.
	Boulay, Heutmaker, Zibell & Co. P.L.L.P.
	Certified Public Accountants

Minneapolis, Minnesota
March 29, 2013

Page 16 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

BALANCE SHEET

ASSETS

		December 31,		December 31,
		2012		2011
Current Assets:
Cash	$	899,910	$	410,261

Real Estate Held for Investment:
Land		3,021,973		3,201,246
Buildings and Equipment		7,229,951		8,017,349
Acquired Intangible Lease Assets		321,405		116,953
Real Estate Investments, at cost		10,573,329		11,335,548
Accumulated Depreciation and Amortization		(1,578,235)		(1,588,855)
Real Estate Held for Investment, Net		8,995,094		9,746,693
Real Estate Held for Sale		892,741		582,390
Total Real Estate		9,887,835		10,329,083
Total Assets	$	10,787,745	$	10,739,344

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	87,233	$	35,544
Distributions Payable		188,242		190,208
Unearned Rent		9,058		29,457
Total Current Liabilities		284,533		255,209

Partners’ Capital:
General Partners		4,649		572
Limited Partners – 24,000 Units authorized; 15,611 and 15,698 Units issued and outstanding in 2012 and 2011, respectively		10,498,563		10,483,563
Total Partners' Capital		10,503,212		10,484,135
Total Liabilities and Partners' Capital	$	10,787,745	$	10,739,344

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 17 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF INCOME

		Year Ended December 31
		2012		2011

Rental Income	$	759,408	$	641,486

Expenses:
Partnership Administration – Affiliates		148,857		156,809
Partnership Administration and Property Management – Unrelated Parties		32,946		25,877
Property Acquisition		22,645		18,941
Depreciation and Amortization		308,835		263,182
Total Expenses		513,283		464,809

Operating Income		246,125		176,677

Other Income:
Interest Income		2,081		7,732

Income from Continuing Operations		248,206		184,409

Income from Discontinued Operations		586,525		261,797

Net Income	$	834,731	$	446,206

Net Income Allocated:
General Partners	$	26,930	$	37,994
Limited Partners		807,801		408,212
Total	$	834,731	$	446,206

Income per Limited Partnership Unit:
Continuing Operations	$	15.40	$	11.39
Discontinued Operations		36.26		14.61
Total – Basic and Diluted	$	51.66	$	26.00

Weighted Average Units Outstanding – Basic and Diluted		15,636		15,698

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 18 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS

		Year Ended December 31
		2012		2011

Cash Flows from Operating Activities:
Net Income	$	834,731	$	446,206

Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization		345,412		328,082
Gain on Sale of Real Estate		(476,312)		(83,734)
Increase (Decrease) in Payable to AEI Fund Management, Inc.		51,689		(17,190)
Increase (Decrease) in Unearned Rent		(20,399)		(5,768)
Total Adjustments		(99,610)		221,390
Net Cash Provided By Operating Activities		735,121		667,596

Cash Flows from Investing Activities:
Investments in Real Estate		(824,500)		(897,288)
Proceeds from Sale of Real Estate		1,396,648		889,965
Net Cash Provided By (Used For) Investing Activities		572,148		(7,323)

Cash Flows from Financing Activities:
Distributions Paid to Partners		(758,035)		(759,779)
Redemption Payments		(59,585)		0
Net Cash Used For Financing Activities		(817,620)		(759,779)

Net Increase (Decrease) in Cash		489,649		(99,506)

Cash, beginning of year		410,261		509,767

Cash, end of year	$	899,910	$	410,261

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 19 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

		General Partners		Limited Partners		Total	Limited Partnership Units Outstanding


Balance, December 31, 2010	$	(16,055)	$	10,813,357	$	10,797,302	15,697.53

Distributions Declared		(21,367)		(738,006)		(759,373)

Net Income		37,994		408,212		446,206

Balance, December 31, 2011		572		10,483,563		10,484,135	15,697.53

Distributions Declared		(21,066)		(735,003)		(756,069)

Redemption Payments		(1,787)		(57,798)		(59,585)	(86.33)

Net Income		26,930		807,801		834,731

Balance, December 31, 2012	$	4,649	$	10,498,563	$	10,503,212	15,611.20

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 20 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(1) Organization –

AEI Income & Growth Fund XXII Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. Robert P. Johnson, the President and sole director of AFM, serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.

The terms of the Partnership offering called for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The offering terminated January 9, 1999 when the extended offering period expired. The Partnership received subscriptions for 16,917.222 Limited Partnership Units. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $16,917,222 and $1,000, respectively.

During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 97% to the Limited Partners and 3% to the General Partners. Distributions to Limited Partners will be made pro rata by Units.

Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units.

For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed. Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.

Page 21 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(1) Organization – (Continued)

For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners.

The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions.

(2) Summary of Significant Accounting Policies –

Financial Statement Presentation

The accounts of the Partnership are maintained on the accrual basis of accounting for both federal income tax purposes and financial reporting purposes.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment, real estate held for sale and related intangible assets.

The Partnership regularly assesses whether market events and conditions indicate that it is reasonably possible to recover the carrying amounts of its investments in real estate from future operations and sales. A change in those market events and conditions could have a material effect on the carrying amount of its real estate.

Cash Concentrations of Credit Risk

The Partnership's cash is deposited in one financial institution and at times during the year it may exceed FDIC insurance limits.

Page 22 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(2) Summary of Significant Accounting Policies – (Continued)

Receivables

Credit terms are extended to tenants in the normal course of business. The Partnership performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral.

Receivables are recorded at their estimated net realizable value. The Partnership follows a policy of providing an allowance for doubtful accounts; however, based on historical experience, and its evaluation of the current status of receivables, the Partnership is of the belief that such accounts, if any, will be collectible in all material respects and thus an allowance is not necessary. Accounts are considered past due if payment is not made on a timely basis in accordance with the Partnership’s credit terms. Receivables considered uncollectible are written off.

Income Taxes

The income or loss of the Partnership for federal income tax reporting purposes is includable in the income tax returns of the partners. In general, no recognition has been given to income taxes in the accompanying financial statements.

The tax return and the amount of distributable Partnership income or loss are subject to examination by federal and state taxing authorities. If such an examination results in changes to distributable Partnership income or loss, the taxable income of the partners would be adjusted accordingly. Primarily due to its tax status as a partnership, the Partnership has no significant tax uncertainties that require recognition or disclosure. The Partnership is no longer subject to U.S. federal income tax examinations for tax years before 2009, and with few exceptions, is no longer subject to state tax examinations for tax years before 2009.

Revenue Recognition

The Partnership's real estate is leased under net leases, classified as operating leases. The leases provide for base annual rental payments payable in monthly installments. The Partnership recognizes rental revenue according to the terms of the individual leases. For leases that contain stated rental increases, the increases are recognized in the year in which they are effective. Contingent rental payments are recognized when the contingencies on which the payments are based are satisfied and the rental payments become due under the terms of the leases.

Real Estate

Page 23 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(2) Summary of Significant Accounting Policies – (Continued)

The Partnership tests real estate for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, it compares the carrying amount of the property to the estimated probability-weighted future undiscounted cash flows expected to result from the property and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the property, the Partnership recognizes an impairment loss by the amount by which the carrying amount of the property exceeds the fair value of the property. For properties held for sale, the Partnership determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value.

The buildings and equipment of the Partnership are depreciated using the straight-line method for financial reporting purposes based on estimated useful lives of 25 years and 5 years, respectively. Intangible lease assets are amortized using the straight-line method for financial reporting purposes based on the remaining life of the lease.

Page 24 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(2) Summary of Significant Accounting Policies – (Continued)

The Partnership's properties are subject to environmental laws and regulations adopted by various governmental entities in the jurisdiction in which the properties are located. These laws could require the Partnership to investigate and remediate the effects of the release or disposal of hazardous materials at these locations if found. For each property, an environmental assessment is completed prior to acquisition. In addition, the lease agreements typically strictly prohibit the production, handling, or storage of hazardous materials (except where incidental to the tenant’s business such as use of cleaning supplies) in violation of applicable law to restrict environmental and other damage. Environmental liabilities are recorded when it is determined the liability is probable and the costs can reasonably be estimated. There were no environmental issues noted or liabilities recorded at December 31, 2012 and 2011.

Fair Value Measurements

As of December 31, 2012, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

Recently Issued Accounting Pronouncements

Management has reviewed recently issued, but not yet effective, accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Partnership’s financial statements.

Reclassification

Certain items related to discontinued operations in the prior year’s financial statements have been reclassified to conform to 2012 presentation. These reclassifications had no effect on Partners’ capital, net income or cash flows.

Page 25 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(3) Related Party Transactions –

The Partnership owns the percentage interest shown below in the following properties as tenants-in-common with the affiliated entities listed: Johnny Carino’s restaurant (50% – AEI Accredited Investor Fund 2002 Limited Partnership); Jared Jewelry store (29.864% – AEI Accredited Investor Fund 2002 Limited Partnership and unrelated third parties); Applebee’s restaurant in Johnstown, Pennsylvania (38% – AEI Income & Growth Fund XXI Limited Partnership); Advance Auto Parts store (65% – AEI Income & Growth Fund 25 LLC); Applebee’s restaurant in Crawfordsville, Indiana (60% – AEI Income & Growth Fund 26 LLC); Tractor Supply Company store (50% – AEI Income & Growth Fund 24 LLC); Best Buy store (33% – AEI Income & Growth Fund 24 LLC and AEI Income & Growth Fund 27 LLC); Staples store (28% – AEI Income & Growth Fund 25 LLC); and PetSmart store (34% – AEI Accredited Investor Fund V LP).

AEI received the following reimbursements for costs and expenses from the Partnership for the years ended December 31:

			2012		2011

a.	AEI is reimbursed for costs incurred in providing services related to managing the Partnership's operations and properties, maintaining the Partnership's books, and communicating with the Limited Partners.	$	148,857	$	156,809

b.	AEI is reimbursed for all direct expenses it paid on the Partnership's behalf to third parties related to Partnership administration and property management. These expenses included printing costs, legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs. These amounts included $644 and $3,508 of expenses related to Discontinued Operations in 2012 and 2011, respectively.	$	33,590	$	29,385

c.	AEI is reimbursed for costs incurred in providing services and direct expenses related to the acquisition of properties on behalf of the Partnership.	$	22,645	$	18,941

d.	AEI is reimbursed for costs incurred in providing services related to the sale of property.	$	32,648	$	15,256

The payable to AEI Fund Management, Inc. represents the balance due for the services described in 3a, b, c and d. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.

Page 26 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(4) Real Estate Held for Investment –

The Partnership leases its properties to various tenants under net leases, classified as operating leases. Under a net lease, the tenant is responsible for real estate taxes, insurance, maintenance, repairs and operating expenses for the property. For some leases, the Partnership is responsible for repairs to the structural components of the building, the roof, and the parking lot. At the time the properties were acquired, the remaining primary lease terms varied from 10 to 20 years, except for the Staples store, which had a remaining primary term of 8.4 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary term.

The Partnership's properties are commercial, single-tenant buildings. The Johnny Carino’s restaurant was constructed in 1999 and acquired in 2003. The Jared Jewelry store was constructed in 2001 and acquired in 2004. The Applebee’s restaurants were constructed in 1996 and acquired in 2006. The Advance Auto Parts store was constructed in 2005 and acquired in 2006. The Tractor Supply Company store was constructed in 2005 and acquired in 2007. The Best Buy store was constructed and acquired in 2008. The Staples store was constructed in 2010 and acquired in 2011. The PetSmart store was constructed and acquired in 2012. There have been no costs capitalized as improvements subsequent to the acquisitions.

The cost of the properties not held for sale and related accumulated depreciation at December 31, 2012 are as follows:

Property	Land		Buildings and Equipment		Total		Accumulated Depreciation

Johnny Carino’s, Longmont, CO	$	560,383	$	733,022	$	1,293,405	$	263,889
Applebee’s, Johnstown, PA		264,557		766,630		1,031,187		192,934
Advance Auto Parts, Indianapolis, IN		537,914		706,259		1,244,173		170,676
Applebee’s, Crawfordsville, IN		506,030		1,350,626		1,856,656		324,150
Tractor Supply, Grand Forks, ND		238,547		1,165,327		1,403,874		277,736
Best Buy, Lake Geneva, WI		335,142		1,687,104		2,022,246		283,995
Staples, Clermont, FL		239,400		540,935		780,335		26,145
PetSmart, Galveston TX		340,000		280,048		620,048		8,868
	$	3,021,973	$	7,229,951	$	10,251,924	$	1,548,393

For the years ended December 31, 2012 and 2011, the Partnership recognized depreciation expense for properties not held for sale of $286,863 and $260,866, respectively.

On October 21, 2011, the Partnership purchased a 28% interest in a Staples store in Clermont, Florida for $897,288. The Partnership allocated $116,953 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles. The Partnership incurred $18,941 of acquisition expenses related to the purchase that were expensed. The property is leased to Staples the Office Superstore East, Inc. under a Lease Agreement with a remaining primary term of 8.4 years (as of the date of purchase) and annual rent of $73,031 for the interest purchased.

Page 27 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(4) Real Estate Held for Investment – (Continued)

On March 16, 2012, the Partnership purchased a 34% interest in a PetSmart store in Galveston, Texas for $824,500. The Partnership allocated $204,452 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles of $121,149 and above-market lease intangibles of $83,303. The Partnership incurred $22,645 of acquisition expenses related to the purchase that were expensed. The property is leased to PetSmart, Inc. under a Lease Agreement with a remaining primary term of 10.0 years and annual rent of $65,560 for the interest purchased.

The following schedule presents the cost and related accumulated amortization of acquired lease intangibles not held for sale at December 31:

		2012				2011
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
In-Place Lease Intangibles (weighted average life of 100 and 99 months, respectively)	$	238,102	$	24,288	$	116,953	$	2,316

Above-Market Lease Intangibles (weighted average life of 112 and 0 months, respectively)		83,303		5,554		0		0
Acquired Intangible Lease Assets	$	321,405	$	29,842	$	116,953	$	2,316

For the years ended December 31, 2012 and 2011, the value of in-place lease intangibles amortized to expense was $21,972 and $2,316, respectively, and the decrease to rental income for above-market leases was $5,554 and $0, respectively. For lease intangibles not held for sale at December 31, 2012, the estimated amortization expense for in-place lease intangibles is $26,010 and the estimated decrease to rental income for above-market leases is $8,330 for each of the next five succeeding years.

For properties owned as of December 31, 2012, the minimum future rent payments required by the leases are as follows:

2013	$	884,777
2014		890,494
2015		898,034
2016		913,553
2017		856,952
Thereafter		3,765,962
	$	8,209,772

There were no contingent rents recognized in 2012 and 2011.

Page 28 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(5) Major Tenants –

The following schedule presents rent revenue from individual tenants, or affiliated groups of tenants, who each contributed more than ten percent of the Partnership's total rent revenue for the years ended December 31:

Tenants	Industry		2012		2011

Apple American Group.	Restaurant	$	223,926	$	212,209
Best Buy Stores, L.P.	Retail		144,325		144,325
Sterling Jewelers Inc.	Retail		139,067		136,873
Tractor Supply Company	Retail		108,697		108,697
KinderCare Learning Centers LLC	Child Care		N/A		105,723
Aggregate rent revenue of major tenants		$	616,015	$	707,827
Aggregate rent revenue of major tenants as a percentage of total rent revenue			68%		80%

(6) Discontinued Operations –

Page 29 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(6) Discontinued Operations – (Continued)

The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements. The following are the results of discontinued operations for the years ended December 31:

		2012		2011

Rental Income	$	141,880	$	246,471
Property Management Expenses		(644)		(3,508)
Depreciation		(31,023)		(64,900)
Gain on Disposal of Real Estate		476,312		83,734
Income from Discontinued Operations	$	586,525	$	261,797

Page 30 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(7) Partners’ Capital –

For the years ended December 31, 2012 and 2011, the Partnership declared distributions of $756,069 and $759,373, respectively. The Limited Partners received distributions of $735,003 and $738,006 and the General Partners received distributions of $21,066 and $21,367 for the years, respectively. The Limited Partners' distributions represent $47.01 and $47.01 per Limited Partnership Unit outstanding using 15,636 and 15,698 weighted average Units in 2012 and 2011, respectively. The distributions represent $47.01 and $26.00 per Unit of Net Income and $0 and $21.01 per Unit of return of capital in 2012 and 2011, respectively.

As part of the Limited Partners' distributions discussed above, the Partnership distributed net sale proceeds of $80,000 and $70,000 in 2012 and 2011, respectively. The distributions reduced the Limited Partners’ Adjusted Capital Contributions.

During 2012, seven Limited Partners redeemed a total of 86.33 Partnership Units for $57,798 in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. During 2011, the Partnership did not redeem any Units from the Limited Partners. The redemptions increase the remaining Limited Partners’ ownership interest in the Partnership. As a result of these redemption payments and pursuant to the Partnership Agreement, the General Partners received distributions of $1,787 in 2012.

After the effect of redemptions and the return of capital from the sale of property, the Adjusted Capital Contribution, as defined in the Partnership Agreement, is $909.14 per original $1,000 invested.

Page 31 of 40

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

(8) Income Taxes –

The following is a reconciliation of net income for financial reporting purposes to income reported for federal income tax purposes for the years ended December 31:

		2012		2011

Net Income for Financial Reporting Purposes	$	834,731	$	446,206

Depreciation for Tax Purposes Under Depreciation and Amortization for Financial Reporting Purposes		108,954		99,296

Income Accrued for Tax Purposes Under Income for Financial Reporting Purposes		(20,399)		(7,643)

Acquisition Costs Expensed for Financial Reporting Purposes, Capitalized for Tax Purposes		22,645		18,941

Property Expenses for Tax Purposes Over Expenses for Financial Reporting Purposes		0		(267)

Gain/Loss on Sale of Real Estate for Tax Purposes Under Gain for Financial Reporting Purposes		(161,817)		(322,726)
Taxable Income to Partners	$	784,114	$	233,807

The following is a reconciliation of Partners' capital for financial reporting purposes to Partners' capital reported for federal income tax purposes for the years ended December 31:

		2012		2011

Partners' Capital for Financial Reporting Purposes	$	10,503,212	$	10,484,135

Adjusted Tax Basis of Investments in Real Estate Over Net Investments in Real Estate for Financial Reporting Purposes		626,484		656,702

Income Accrued for Tax Purposes Over Income for Financial Reporting Purposes		9,058		29,457

Syndication Costs Treated as Reduction of Capital For Financial Reporting Purposes		2,418,726		2,418,726
Partners' Capital for Tax Reporting Purposes	$	13,557,480	$	13,589,020

Page 32 of 40

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures

Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting.

(i) Management’s Report on Internal Control Over Financial Reporting. The Managing General Partner, through its management, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, and for performing an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2012. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Managing General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership's assets that could have a material effect on the financial statements.

Management of the Managing General Partner performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2012 based upon criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management of the Managing General Partner determined that our internal control over financial reporting was effective as of December 31, 2012 based on the criteria in Internal Control-Integrated Framework issued by the COSO.

Page 33 of 40

ITEM 9A. CONTROLS AND PROCEDURES. (Continued)

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

(ii) Changes in Internal Control Over Financial Reporting. During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The registrant is a limited partnership and has no officers, directors, or direct employees. The General Partners manage and control the Partnership's affairs and have general responsibility and the ultimate authority in all matters affecting the Partnership's business. The General Partners are AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner, and Robert P. Johnson, Chief Executive Officer, President and sole director of AFM, the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder. AFM has only one senior financial executive, its Chief Financial Officer. The Chief Financial Officer reports directly to Mr. Johnson and is accountable for his actions to Mr. Johnson. Although Mr. Johnson and AFM require that all of their personnel, including the Chief Financial Officer, engage in honest and ethical conduct, ensure full, fair, accurate, timely, and understandable disclosure, comply with all applicable governmental laws, rules and regulations, and report to Mr. Johnson any deviation from these principles, because the organization is composed of only approximately 40 individuals, because the management of a partnership by an entity that has different interests in distributions and income than investors involves numerous conflicts of interest that must be resolved on a daily basis, and because the ultimate decision maker in all instances is Mr. Johnson, AFM has not adopted a formal code of conduct. Instead, the materials pursuant to which investors purchase Units disclose these conflicts of interest in detail and Mr. Johnson, as the CEO and sole director of AFM, resolves conflicts to the best of his ability, consistent with his fiduciary obligations to AFM and the fiduciary obligations of AFM to the Partnership. The director and officers of AFM are as follows:

Page 34 of 40

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

(Continued)

Robert P. Johnson, age 68, is Chief Executive Officer, President and sole director and has held these positions since the formation of AFM in August 1994, and has been elected to continue in these positions until December 2013. From 1970 to the present, he has been employed exclusively in the investment industry, specializing in limited partnership investments. In that capacity, he has been involved in the development, analysis, marketing and management of public and private investment programs investing in net lease properties as well as public and private investment programs investing in energy development. Since 1971, Mr. Johnson has been the president, a director and a registered principal of AEI Securities, Inc., which is registered with the SEC as a securities broker-dealer, is a member of the Financial Industry Regulatory Authority (FINRA) and is a member of the Security Investors Protection Corporation (SIPC). Mr. Johnson has been president, a director and the principal shareholder of AEI Fund Management, Inc., a real estate management company founded by him, since 1978. Mr. Johnson is currently a general partner or principal of the general partner in nine limited partnerships and a managing member in five LLCs.

Patrick W. Keene, age 53, is Chief Financial Officer, Treasurer and Secretary and has held these positions since January 22, 2003 and has been elected to continue in these positions until December 2013. Mr. Keene has been employed by AEI Fund Management, Inc. and affiliated entities since 1986. Prior to being elected to the positions above, he was Controller of the various entities. From 1982 to 1986, Mr. Keene was with KPMG Certified Public Accountants, first as an auditor and later as a tax manager. Mr. Keene is responsible for all accounting functions of AFM and the registrant.

Since Mr. Johnson serves as the Individual General Partner of the Partnership, as well as the sole director of AFM, all of the duties that might be assigned to an audit committee are assigned to Mr. Johnson. Mr. Johnson is not an audit committee financial expert, as defined. As an officer and majority owner, through a parent company, of AFM, and as the Individual General Partner, Mr. Johnson is not a "disinterested director" and may be subject to a number of conflicts of interests in his capacity as sole director of AFM.

Before the independent auditors are engaged, Mr. Johnson, as the sole director of AFM, approves all audit-related fees, and all permissible nonaudit fees, for services of our auditors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under federal securities laws, the directors and officers of the General Partner of the Partnership, and any beneficial owner of more than 10% of a class of equity securities of the Partnership, are required to report their ownership of the Partnership's equity securities and any changes in such ownership to the Securities and Exchange Commission (the "Commission"). Specific due dates for these reports have been established by the Commission, and the Partnership is required to disclose in this Annual Report on 10-K any delinquent filing of such reports and any failure to file such reports during the fiscal year ended December 31, 2012. Based upon information provided by officers and directors of the General Partner, all officers, directors and 10% owners filed all reports on a timely basis in the 2012 fiscal year.

Page 35 of 40

ITEM 11. EXECUTIVE COMPENSATION.

The General Partner and affiliates are reimbursed at cost for all services performed on behalf of the registrant and for all third party expenses paid on behalf of the registrant. The cost for services performed on behalf of the registrant is based on actual time spent performing such services plus an overhead burden. These services include organizing the registrant and arranging for the offer and sale of Units, reviewing properties for acquisition and rendering administrative, property management, and property sales services. The amount and nature of such payments are detailed in Item 13 of this annual report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information pertaining to the ownership of the Units by each person known by the Partnership to beneficially own 5% or more of the Units, by each General Partner, and by each officer or director of the Managing General Partner as of February 28, 2013:

Name and Address of Beneficial Owner	Number of Units Held	Percent of Class

AEI Fund Management XXI, Inc.	22	0.14%
Robert P. Johnson	0	0.00%
Patrick W. Keene	0	0.00%
Address for all: 1300 Wells Fargo Place, 30 East 7th Street, St. Paul, Minnesota 55101

Andrea B. Currier	824.74227	5.28%
P.O. Box E, The Plains, Virginia 20198

The persons set forth in the preceding table hold sole voting power and power of disposition with respect to all of the Units set forth opposite their names.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE.

The registrant, AFM and its affiliates have common management and utilize the same facilities. As a result, certain administrative expenses are allocated among these related entities. All of such activities and any other transactions involving the affiliates of the General Partner of the registrant are governed by, and are conducted in conformity with, the limitations set forth in the Limited Partnership Agreement of the registrant. Reference is made to Note 3 of the Financial Statements, as presented, and is incorporated herein by reference, for details of related party transactions for the years ended December 31, 2012 and 2011.

Neither the registrant, nor the Managing General Partner of the registrant, has a board of directors consisting of any members who are “independent.” The sole director of the Managing General Partner, Robert P. Johnson, is also the Individual General Partner of the registrant, and is the Chief Executive Officer, and indirectly the principal owner, of the Managing General Partner. Accordingly, there is no disinterested board, or other functioning body, that reviews related party transactions, or the transactions between the registrant and the General Partners, except as performed in connection with the audit of its financial statements.

Page 36 of 40

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE. (Continued)

The limitations included in the Partnership Agreement require that the cumulative reimbursements to the General Partners and their affiliates for certain expenses will not exceed an amount equal to the sum of (i) 20% of gross offering proceeds, (ii) 5% of Net Cash Flow for property management, (iii) 3% of Net Proceeds of Sale, and (iv) 10% of Net Cash Flow less the Net Cash Flow actually distributed to the General Partners. The cumulative reimbursements subject to this limitation are reimbursements for (i) organization and offering expenses, including commissions, (ii) acquisition expenses, (iii) services provided in the sales effort of properties, and (iv) expenses of controlling persons and overhead expenses directly attributable to the forgoing services or attributable to administrative services. As of December 31, 2012, these cumulative reimbursements to the General Partners and their affiliates did not exceed the limitation amount.

The following table sets forth the forms of compensation, distributions and cost reimbursements paid by the registrant to the General Partners or their Affiliates in connection with the operation of the Fund and its properties for the period from inception through December 31, 2012.

Person or Entity Receiving Compensation	Form and Method of Compensation	Amount Incurred From Inception (July 31, 1996) To December 31, 2012

AEI Securities, Inc.	Selling Commissions equal to 8% of proceeds plus a 2% nonaccountable expense allowance, most of which was reallowed to Participating Dealers.		$	1,691,722

General Partners and Affiliates	Reimbursement at Cost for other Organization and Offering Costs.		$	762,880

General Partners and Affiliates	Reimbursement at Cost for all Acquisition Expenses.		$	545,583

General Partners and Affiliates	Reimbursement at Cost for providing administrative services to the Fund, including all expenses related to management of the Fund's properties and all other transfer agency, reporting, partner relations and other administrative functions.		$	2,664,910

General Partners and Affiliates	Reimbursement at Cost for providing services related to the disposition of the Fund's properties.		$	580,100

General Partners	3% of Net Cash Flow in any fiscal year.		$	421,601

General Partners	1% of distributions of Net Proceeds of Sale until Limited Partners have received an amount equal to (a) their Adjusted Capital Contributions, plus (b) an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously distributed. 10% of distributions of Net Proceeds of Sale thereafter.		$	27,519

Page 37 of 40

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of the fees billed to the Partnership by Boulay, Heutmaker, Zibell & Co. P.L.L.P. for professional services rendered for the years ended December 31, 2012 and 2011:

Fee Category		2012		2011

Audit Fees	$	15,309	$	14,961
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total Fees	$	15,309	$	14,961

Audit Fees - Consists of fees billed for professional services rendered for the audit of the Partnership’s annual financial statements and review of the interim financial statements included in quarterly reports, and services that are normally provided by Boulay, Heutmaker, Zibell & Co. P.L.L.P. in connection with statutory and regulatory filings or engagements.

Audit-Related Fees - Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." These services include consultations concerning financial accounting and reporting standards.

Tax Fees - Consists of fees billed for professional services for federal and state tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services other than the services reported above.

Policy for Preapproval of Audit and Permissible Non-Audit Services of Independent Auditors

Before the Independent Auditors are engaged by the Partnership to render audit or non-audit services, the engagement is approved by Mr. Johnson acting as the Partnership’s audit committee.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) A list of the financial statements contained herein is set forth on page 15.

(a) (2) Schedules are omitted because of the absence of conditions under which they are required or because the required information is presented in the financial statements or related notes.

(a) (3) The Exhibits filed in response to Item 601 of Regulation S-K are listed below.

Page 38 of 40

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (Continued)

3.1	Certificate of Limited Partnership (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form SB-2 filed September 13, 1996 [File No. 333-5604]).

3.2	Restated Limited Partnership Agreement to the Prospectus (incorporated by reference to Exhibit A of Amendment No. 2 of the registrant's Registration Statement on Form SB-2 filed August 21, 1997 [File No. 333-5604]).

10.1

Net Lease Agreement dated December 30, 2003 between the Partnership, AEI Accredited Investor Fund 2002 Limited Partnership and Kona Restaurant Group, Inc. relating to the Property at 2033 Ken Pratt Boulevard., Longmont, Colorado (incorporated by reference to Exhibit 10.23 of Form 10-KSB filed March 30, 2004).

10.2

Assignment and Assumption of Lease dated July 15, 2004 between the Partnership, AEI Accredited Investor Fund 2002 Limited Partnership and Transugar Limited Partnership relating to the Property at 16010 Kensington Drive, Sugar Land, Texas (incorporated by reference to Exhibit 10.2 of Form 8-K filed July 30, 2004).

10.3	Net Lease Agreement dated September 21, 2006 between the Partnership, AEI Income & Growth Fund XXI Limited Partnership and B.T. Woodlipp, Inc. relating to the Property at 425 Galleria Drive, Johnstown, Pennsylvania (incorporated by reference to Exhibit 10.3 of Form 10-QSB filed November 14, 2006).

10.4

Assignment and Assumption of Lease dated December 29, 2006 between the Partnership, AEI Income & Growth Fund 26 LLC and AEI Fund Management XVII, Inc. relating to the Property at 1516 South Washington Street, Crawfordsville, Indiana (incorporated by reference to Exhibit 10.1 of Form 8-K filed January 8, 2007).

10.5

Assignment and Assumption of Lease dated January 19, 2007 between the Partnership, AEI Income & Growth Fund 24 LLC and AEI Fund Management, Inc. relating to the Property at 4460 32nd Avenue South, Grand Forks, North Dakota (incorporated by reference to Exhibit 10.2 of Form 8-K filed January 25, 2007).

10.6

Assignment and Assumption of Lease dated October 6, 2008 between the Partnership, AEI Income & Growth Fund 24 LLC, AEI Income & Growth Fund 27 LLC and Ryan Companies US, Inc. relating to the Property at 700 North Edwards Boulevard, Lake Geneva, Wisconsin (incorporated by reference to Exhibit 10.2 of Form 8-K filed October 10, 2008).

31.1	Certification of Chief Executive Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of Chief Executive Officer and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Page 39 of 40

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AEI INCOME & GROWTH FUND XXII
	Limited Partnership
	By:	AEI Fund Management XXI, Inc.
		Its Managing General Partner


March 29, 2013	By:	/s/ ROBERT P JOHNSON
		Robert P. Johnson, President and Director
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date


/s/ ROBERT P JOHNSON	President (Principal Executive Officer)	March 29, 2013
Robert P. Johnson	and Sole Director of Managing General
	Partner

/s/ PATRICK W KEENE	Chief Financial Officer and Treasurer	March 29, 2013
Patrick W. Keene	(Principal Accounting Officer)

Page 40 of 40

Partners' Capital (Detail) (USD $)	12 Months Ended
Partners' Capital (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	May 01, 1997
Partners' Capital Account, Distributions	$ 756,069	$ 759,373
Limited Partner [Member]
Distribution Made to Member or Limited Partner, Cash Distributions Paid	735,003	738,006
Distributions Per Limited Partnership Unit Outstanding, Basic (in Dollars per share)	$ 47.01	$ 47.01
Weighted Average Limited Partnership Units Outstanding, Basic (in Shares)	15,636	15,698
DistributionsPerUnitOfNetIncome (in Dollars per Item)	47.01	26.00
DistributionsPerUnitOfReturnOfCapital (in Dollars per Item)	0	21.01
SaleProceedsDistributionMadeToMemberOrLimitedPartner	80,000	70,000
Partners' Capital Account, Units, Redeemed (in Shares)	86.33
Limited Partner Capital Accounts Redemptions	57,798
AdjustedCapitalContributionsPerPartnershipAgreement	909.14
Capital Units, Value			1,000
General Partner [Member]
General Partners' Capital Account, Period Distribution Amount	21,066	21,367
GeneralPartnerDistributionsFromRedemptions	$ 1,787

Real Estate Held for Investment (Detail) (USD $)	0 Months Ended	12 Months Ended			0 Months Ended	12 Months Ended
Real Estate Held for Investment (Detail) (USD $)	Oct. 21, 2011 Staples Clermont FL	Oct. 21, 2012 Staples Clermont FL	Mar. 16, 2012 PetSmart Galveston TX Leases, Acquired-in-Place [Member]	Mar. 16, 2012 PetSmart Galveston TX Above Market Leases [Member]	Mar. 16, 2012 PetSmart Galveston TX	Mar. 16, 2013 PetSmart Galveston TX	Dec. 31, 2012 Leases, Acquired-in-Place [Member]	Dec. 31, 2011 Leases, Acquired-in-Place [Member]	Dec. 31, 2012 Above Market Leases [Member]	Dec. 31, 2011 Above Market Leases [Member]
Business Acquisition, Effective Date of Acquisition	Oct. 21, 2011				Mar. 16, 2012
Business Acquisition, Percentage of Voting Interests Acquired	28.00%				34.00%
Business Acquisition, Name of Acquired Entity	Staples store in Clermont, Florida				PetSmart store in Galveston, Texas
Business Acquisition, Cost of Acquired Entity, Cash Paid	$ 897,288				$ 824,500
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	116,953		121,149	83,303	204,452
Business Acquisition, Cost of Acquired Entity, Transaction Costs	18,941				22,645
Average Lease Term	8.4				10.0
Real Estate Revenue, Net		73,031				65,560
Amortization of Acquired Intangible Assets							21,972	2,316
Amortization of above and below Market Leases									5,554	0
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months							$ 26,010		$ 8,330

Real Estate Held for Investment (Detail) - Acquired Lease Intangibles (Parentheticals)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Leases, Acquired-in-Place [Member]
Weighted average remaining life	100 months	99 months
Above Market Leases [Member]
Weighted average remaining life	112 months	0 months

Discontinued Operations (Detail) (USD $)	12 Months Ended		0 Months Ended				0 Months Ended		3 Months Ended
Discontinued Operations (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Jan. 14, 2011 Hollywood Video Minot ND	May 17, 2011 Arby's Homewood AL	Jan. 06, 2012 KinderCare Pearland TX	Dec. 31, 2011 KinderCare Pearland TX	Feb. 03, 2012 KinderCare Golden CO and Plainfield IL	May 10, 2012 TGI Friday's Greensburg PA	Dec. 31, 2012 Jared Jewelry Sugarland TX	Mar. 29, 2013 Jared Jewelry Sugarland TX 2013	Dec. 31, 2012 Jared Jewelry Sugarland TX 2013
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds			$ 881,953	$ 8,012	$ 859,968		$ 26,200	$ 7,561	$ 502,919	$ 1,488,000
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax			81,953	1,781	277,578		1,073	2,257	199,918	595,300
Real Estate, Cost of Real Estate Sold			1,111,393	8,184	943,416		38,173	14,580	388,707	1,145,259
Real Estate Accumulated Depreciation, Real Estate Sold			311,393	1,953	361,026		13,046	4,762	85,706	252,518
Disposal Group, Including Discontinued Operation, Property, Plant, and Equipment, Net						582,390					892,741
Distribution Of Ne Sale Proceeds	$ 80,808	$ 70,707
ReturnOfCapitalDistributionMadeToMemberOrLimitedPartnerDistributionsPaidPerUnit (in Dollars per share)	$ 5.12	$ 4.45

Summary of Significant Accounting Policies (Detail)	12 Months Ended
Summary of Significant Accounting Policies (Detail)	Dec. 31, 2012
Building and Building Improvements [Member]
Property, Plant and Equipment, Useful Life	25 years
Furniture and Fixtures [Member]
Property, Plant and Equipment, Useful Life	5 years

Date: March 29, 2013	/s/ ROBERT P JOHSON
	Robert P. Johnson, President
	AEI Fund Management XXI, Inc.
	Managing General Partner

Date: March 29, 2013	/s/ PATRICK W KEENE
	Patrick W. Keene, Chief Financial Officer
	AEI Fund Management XXI, Inc.
	Managing General Partner

Real Estate Held for Investment (Detail) - Minimum Future Payments (USD $)	Dec. 31, 2012
2013	$ 884,777
2014	890,494
2015	898,034
2016	913,553
2017	856,952
Thereafter	3,765,962
	$ 8,209,772

Major Tenants (Detail) - Major Tenants (USD $)	12 Months Ended
Major Tenants (Detail) - Major Tenants (USD $)	Dec. 31, 2012	Dec. 31, 2011
Major Tenant	$ 616,015	$ 707,827
Aggregate rent revenue of major tenants as a percentage of total rent revenue	68.00%	80.00%
Apple American Group
Major Tenant	223,926	212,209
Best Buy Stores LP
Major Tenant	144,325	144,325
Sterling Jewelers Inc
Major Tenant	139,067	136,873
Tractor Supply Company
Major Tenant	108,697	108,697
KinderCare Learning Centers LLC
Major Tenant		$ 105,723

Balance Sheet (USD $)	Dec. 31, 2012	Dec. 31, 2011
Current Assets:
Cash	$ 899,910	$ 410,261
Real Estate Held for Investment:
Land	3,021,973	3,201,246
Buildings and Equipment	7,229,951	8,017,349
Acquired Intangible Lease Assets	321,405	116,953
Real Estate Investments, at cost	10,573,329	11,335,548
Accumulated Depreciation and Amortization	1,578,235	1,588,855
Real Estate Held for Investment, Net	8,995,094	9,746,693
Real Estate Held for Sale	892,741	582,390
Total Real Estate	9,887,835	10,329,083
Total Assets	10,787,745	10,739,344
Current Liabilities:
Payable to AEI Fund Management, Inc.	87,233	35,544
Distributions Payable	188,242	190,208
Unearned Rent	9,058	29,457
Total Current Liabilities	284,533	255,209
Partners’ Capital:
General Partners	4,649	572
Limited Partners – 24,000 Units authorized; 15,611 and 15,698 Units issued and outstanding in 2012 and 2011, respectively	10,498,563	10,483,563
Total Partners' Capital	10,503,212	10,484,135
Total Liabilities and Partners' Capital	$ 10,787,745	$ 10,739,344

Statement of Changes in Partners' Capital (USD $)	General Partner [Member]	Limited Partner [Member]	Total
Balance at Dec. 31, 2010	$ (16,055)	$ 10,813,357	$ 10,797,302
Balance (in Shares) at Dec. 31, 2010		15,697.53
Distributions Declared	21,367	738,006	759,373
Net Income	37,994	408,212	446,206
Balance at Dec. 31, 2011	572	10,483,563	10,484,135
Balance (in Shares) at Dec. 31, 2011		15,697.53	15,698
Distributions Declared	21,066	735,003	756,069
Redemption Payments	1,787	57,798	59,585
Redemption Payments (in Shares)		86.33
Net Income	26,930	807,801	834,731
Balance at Dec. 31, 2012	$ 4,649	$ 10,498,563	$ 10,503,212
Balance (in Shares) at Dec. 31, 2012		15,611.20	15,611

Related Party Transactions (Detail) - Related Party Transactions (Parentheticals) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Partnership Administration - Unrelated - Discontinued Operations	$ 644	$ 3,508

Balance Sheet (Parentheticals)	Dec. 31, 2012	Dec. 31, 2011
Limited Partners, units authorized	24,000	24,000
Limited Partners, units issued	15,611	15,698
Limited Partners, units outstanding	15,611	15,698

Document And Entity Information (USD $)	12 Months Ended
Document And Entity Information (USD $)	Dec. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	AEI Income & Growth Fund XXII LTD Partnership
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	15,618
Entity Public Float	$ 0
Amendment Flag	false
Entity Central Index Key	0001023458
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q4

Statement of Income (USD $)	12 Months Ended
Statement of Income (USD $)	Dec. 31, 2012	Dec. 31, 2011
Rental Income	$ 759,408	$ 641,486
Expenses:
Partnership Administration – Affiliates	148,857	156,809
Partnership Administration and Property Management – Unrelated Parties	32,946	25,877
Property Acquisition	22,645	18,941
Depreciation and Amortization	308,835	263,182
Total Expenses	513,283	464,809
Operating Income	246,125	176,677
Other Income:
Interest Income	2,081	7,732
Income from Continuing Operations	248,206	184,409
Income from Discontinued Operations	586,525	261,797
Net Income	834,731	446,206
Net Income Allocated:
General Partners	26,930	37,994
Limited Partners	807,801	408,212
Total	$ 834,731	$ 446,206
Income per Limited Partnership Unit:
Continuing Operations (in Dollars per Item)	15.40	11.39
Discontinued Operations (in Dollars per Item)	36.26	14.61
Total – Basic and Diluted (in Dollars per Item)	51.66	26.00
Weighted Average Units Outstanding – Basic and Diluted (in Shares)	15,636	15,698

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2012
Distribution Policy, Members or Limited Partners, Description	During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 97% to the Limited Partners and 3% to the General Partners. Distributions to Limited Partners will be made pro rata by Units. Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units.
Key Provisions of Operating or Partnership Agreement, Description	For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners. The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions.
Basis of Accounting, Policy [Policy Text Block]	Financial Statement Presentation The accounts of the Partnership are maintained on the accrual basis of accounting for both federal income tax purposes and financial reporting purposes.
Use of Estimates, Policy [Policy Text Block]	Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment, real estate held for sale and related intangible assets. The Partnership regularly assesses whether market events and conditions indicate that it is reasonably possible to recover the carrying amounts of its investments in real estate from future operations and sales. A change in those market events and conditions could have a material effect on the carrying amount of its real estate.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Cash Concentrations of Credit Risk The Partnership's cash is deposited in one financial institution and at times during the year it may exceed FDIC insurance limits.
Receivables, Policy [Policy Text Block]	Receivables Credit terms are extended to tenants in the normal course of business. The Partnership performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral. Receivables are recorded at their estimated net realizable value. The Partnership follows a policy of providing an allowance for doubtful accounts; however, based on historical experience, and its evaluation of the current status of receivables, the Partnership is of the belief that such accounts, if any, will be collectible in all material respects and thus an allowance is not necessary. Accounts are considered past due if payment is not made on a timely basis in accordance with the Partnership’s credit terms. Receivables considered uncollectible are written off.
Income Tax, Policy [Policy Text Block]	Income Taxes The income or loss of the Partnership for federal income tax reporting purposes is includable in the income tax returns of the partners. In general, no recognition has been given to income taxes in the accompanying financial statements. The tax return and the amount of distributable Partnership income or loss are subject to examination by federal and state taxing authorities. If such an examination results in changes to distributable Partnership income or loss, the taxable income of the partners would be adjusted accordingly. Primarily due to its tax status as a partnership, the Partnership has no significant tax uncertainties that require recognition or disclosure. The Partnership is no longer subject to U.S. federal income tax examinations for tax years before 2009, and with few exceptions, is no longer subject to state tax examinations for tax years before 2009.
Revenue Recognition Leases [Policy Text Block]	Revenue Recognition The Partnership's real estate is leased under net leases, classified as operating leases. The leases provide for base annual rental payments payable in monthly installments. The Partnership recognizes rental revenue according to the terms of the individual leases. For leases that contain stated rental increases, the increases are recognized in the year in which they are effective. Contingent rental payments are recognized when the contingencies on which the payments are based are satisfied and the rental payments become due under the terms of the leases.
Property, Plant and Equipment, Policy [Policy Text Block]	Real Estate Upon acquisition of real properties, the Partnership records them in the financial statements at cost (not including acquisition expenses). The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset. The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized as an adjustment of rental income over the remaining terms of the respective leases. Below market leases will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income. The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed. The Partnership tests real estate for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, it compares the carrying amount of the property to the estimated probability-weighted future undiscounted cash flows expected to result from the property and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the property, the Partnership recognizes an impairment loss by the amount by which the carrying amount of the property exceeds the fair value of the property. For properties held for sale, the Partnership determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. The buildings and equipment of the Partnership are depreciated using the straight-line method for financial reporting purposes based on estimated useful lives of 25 years and 5 years, respectively. Intangible lease assets are amortized using the straight-line method for financial reporting purposes based on the remaining life of the lease. Upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Partnership includes the operating results and sale of the property in discontinued operations. In addition, the Partnership reclassifies the prior periods’ operating results of the property to discontinued operations. The Partnership accounts for properties owned as tenants-in-common with affiliated entities and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in-common interests. The financial statements reflect only this Partnership's percentage share of the properties' land, building and equipment, liabilities, revenues and expenses. The Partnership's properties are subject to environmental laws and regulations adopted by various governmental entities in the jurisdiction in which the properties are located. These laws could require the Partnership to investigate and remediate the effects of the release or disposal of hazardous materials at these locations if found. For each property, an environmental assessment is completed prior to acquisition. In addition, the lease agreements typically strictly prohibit the production, handling, or storage of hazardous materials (except where incidental to the tenant’s business such as use of cleaning supplies) in violation of applicable law to restrict environmental and other damage. Environmental liabilities are recorded when it is determined the liability is probable and the costs can reasonably be estimated. There were no environmental issues noted or liabilities recorded at December 31, 2012 and 2011.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair Value Measurements As of December 31, 2012, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Issued Accounting Pronouncements Management has reviewed recently issued, but not yet effective, accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Partnership’s financial statements.
Reclassification, Policy [Policy Text Block]	Reclassification Certain items related to discontinued operations in the prior year’s financial statements have been reclassified to conform to 2012 presentation. These reclassifications had no effect on Partners’ capital, net income or cash flows.

Organization (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jan. 09, 1999	May 01, 1997
Limited Partners' Capital Account, Units Outstanding (in Shares)	15,611	15,698
Limited Partner [Member]
Capital Units, Value					$ 1,000
Limited Partners' Capital Account, Units Outstanding (in Shares)	15,611.20	15,697.53	15,697.53	16,917.222	1,500
Limited Partners' Contributed Capital				16,917,222	1,500,000
General Partner [Member]
General Partners' Contributed Capital				$ 1,000

Real Estate Held for Investment (Detail) - Real Estate Held for Investment (USD $)	Dec. 31, 2012
Land	$ 3,021,973
Buildings and Equipment	7,229,951
Total	10,251,924
Accumulated Depreciation	1,548,393
Johnny Carinos Longmont CO
Land	560,383
Buildings and Equipment	733,022
Total	1,293,405
Accumulated Depreciation	263,889
Applebees Johnstown PA
Land	264,557
Buildings and Equipment	766,630
Total	1,031,187
Accumulated Depreciation	192,934
Advance Auto Parts Indianapolis IN
Land	537,914
Buildings and Equipment	706,259
Total	1,244,173
Accumulated Depreciation	170,676
Applebees Crawfordsville IN
Land	506,030
Buildings and Equipment	1,350,626
Total	1,856,656
Accumulated Depreciation	324,150
Tractor Supply Grand Forks ND
Land	238,547
Buildings and Equipment	1,165,327
Total	1,403,874
Accumulated Depreciation	277,736
Best Buy Lake Geneva WI
Land	335,142
Buildings and Equipment	1,687,104
Total	2,022,246
Accumulated Depreciation	283,995
Staples Clermont FL
Land	239,400
Buildings and Equipment	540,935
Total	780,335
Accumulated Depreciation	26,145
PetSmart Galveston TX
Land	340,000
Buildings and Equipment	280,048
Total	620,048
Accumulated Depreciation	$ 8,868

Statement of Cash Flows (USD $)	12 Months Ended
Statement of Cash Flows (USD $)	Dec. 31, 2012	Dec. 31, 2011
Cash Flows from Operating Activities:
Net Income	$ 834,731	$ 446,206
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization	345,412	328,082
Gain on Sale of Real Estate	476,312	83,734
Increase (Decrease) in Payable to AEI Fund Management, Inc.	51,689	(17,190)
Increase (Decrease) in Unearned Rent	(20,399)	(5,768)
Total Adjustments	(99,610)	221,390
Net Cash Provided By Operating Activities	735,121	667,596
Cash Flows from Investing Activities:
Investments in Real Estate	824,500	897,288
Proceeds from Sale of Real Estate	1,396,648	889,965
Net Cash Provided By (Used For) Investing Activities	572,148	(7,323)
Cash Flows from Financing Activities:
Distributions Paid to Partners	758,035	759,779
Redemption Payments	59,585	0
Net Cash Used For Financing Activities	(817,620)	(759,779)
Net Increase (Decrease) in Cash	489,649	(99,506)
Cash, beginning of year	410,261	509,767
Cash, end of year	$ 899,910	$ 410,261

Real Estate Held for Investment (Detail) - Acquired Lease Intangibles (USD $)	Dec. 31, 2012	Dec. 31, 2011
Acquired Intangible Lease Assets	$ 321,405	$ 116,953
Lease Intangibles Accumulated Amortization
In-Place Lease Intangibles (weighted average life of 100 and 99 months, respectively)	24,288	2,316
Above-Market Lease Intangibles (weighted average life of 112 and 0 months, respectively)	5,554	0
Acquired Intangible Lease Assets	29,842	2,316
Leases, Acquired-in-Place [Member]
In-Place Lease Intangibles (weighted average life of 100 and 99 months, respectively)	238,102	116,953
Above Market Leases [Member]
Above-Market Lease Intangibles (weighted average life of 112 and 0 months, respectively)	$ 83,303	$ 0