##### Table of Contents





As filed with the Securities and Exchange Commission on
    February 17, 2009
 Registration
    No. 333-
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form S-11
 FOR REGISTRATION
    UNDER
 THE SECURITIES ACT OF
    1933
 OF SECURITIES OF CERTAIN REAL
    ESTATE COMPANIES
  GRUBB & ELLIS APARTMENT
    REIT, INC.
 (Exact name of registrant as
    specified in its governing instruments)
   1551 N. Tustin Avenue, Suite 300
 Santa Ana, California 92705
 (714) 667-8252
 (Address, including zip code, and
    telephone number,
 including area code, of
    registrants principal executive offices)
  Stanley J. Olander, Jr.
 Chief Executive Officer, President and Chairman
 Grubb & Ellis Apartment REIT, Inc.
 1551 N. Tustin Avenue, Suite 300
 Santa Ana, California 92705
 (714) 667-8252
 (866) 405-6905 (Facsimile)
 (Name, address, including zip code,
    and telephone number,
 including area code, of agent for
    service)
      Copies to:
  Lauren B. Prevost
 Heath D. Linsky
 Morris, Manning & Martin, LLP
 3343 Peachtree Road, N.E.
 Atlanta, Georgia 30326-1044
 (404) 233-7000
 (404) 365-9532 (Facsimile)
        þ
  o
  o
  o
  o
  Rule 12b-2
  Large accelerated filer

o



Accelerated filer

oNon-accelerated filer

þ  (Do
    not check if a smaller reporting company)

Smaller reporting company

o   CALCULATION OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Securities


Amount to


Offering


Aggregate


Registrationto be Registered


be Registered


Price per Share


Offering Price


Fee(1)Common Stock, $0.01 par value per share



100,000,000 shares



$
10.00



$
1,000,000,000



$
39,300Common Stock, $0.01 par value per share(2)



5,000,000 shares



$
9.50



$
47,500,000



$
1,867   (1)
    
    Calculated pursuant to
    Rule 457(o) under the Securities Act.(2)
    
    Represents shares issuable pursuant
    to the registrants distribution reinvestment plan.  The registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the registrant files a further amendment which
    specifically states that this Registration Statement will
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement becomes effective on such dates as the Commission,
    acting pursuant to said Section 8(a), may determine.




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The
information in this prospectus is not complete and may be
changed. We may not sell these securities pursuant to this
prospectus until the registration statement filed with the SEC
is effective. This prospectus is not an offer to sell these
securities in any state where the offer or sale is not
permitted.


SUBJECT TO COMPLETION, DATED
    FEBRUARY 17, 2009
  PROSPECTUS
  
  Maximum Offering of
    105,000,000 Shares of Common Stock
      This investment involves a high degree of
    risk.  You should purchase shares of our common stock
    only if you can afford a complete loss of your investment. See
    Risk Factors beginning on page 23 to read about
    risks you should consider before purchasing shares of our common
    stock. The most significant risks include the following:
  
    There is no public market for the shares of our common stock.
    Shares of our common stock cannot be readily sold and there are
    significant restrictions on the ownership, transferability and
    repurchase of shares of our common stock. If you are able to
    sell your shares of our common stock, you likely would have to
    sell them at a substantial discount.
    This may be considered a blind pool offering because
    we have not identified any real estate or real estate-related
    investments to acquire with the net proceeds from this offering.
    As a result, you will not be able to evaluate the economic
    merits of our future investments prior to their purchase. We may
    be unable to invest the net proceeds from this offering on
    acceptable terms to investors, or at all.
    As of the date of this prospectus, we have acquired only a
    limited number of properties. If we are unable to acquire
    suitable properties, or suffer a delay in making acquisitions,
    we may not have any cash flows available for distribution to you
    as a stockholder.
    We have paid distributions from sources other than our cash
    flows from operations, including from the net proceeds from our
    initial public offering or from borrowed funds. Until we
    generate operating cash flows sufficient to pay distributions to
    you, we may pay distributions from the net proceeds of this
    offering or from borrowings in anticipation of future cash
    flows. We also may be required to sell assets or issue new
    securities for cash in order to pay distributions. Any such
    actions could reduce the amount of capital we ultimately invest
    in assets and negatively impact the amount of income available
    for future distributions.
    We may incur substantial debt, which could hinder our ability to
    pay distributions to you or could decrease the value of your
    investment if the income from, or the value of, the property
    securing our debt falls.
    This is a best efforts offering. If we raise
    substantially less than the maximum offering, we may not be able
    to invest in a diverse portfolio of real estate and real
    estate-related investments and the value of your investment may
    fluctuate more widely with the performance of specific
    investments.
    We rely on our advisor and its affiliates to manage our business
    and assets. We pay substantial fees to our advisor and its
    affiliates for these services, and the agreements governing
    these fees were not negotiated at arms-length. In
    addition, fees payable to our dealer manager and our advisor in
    our organizational stage are based upon the gross offering
    proceeds and not on our or our properties performance.
    Such agreements may require us to pay more than we would if we
    were using unaffiliated third parties and may not solely reflect
    your interests as a stockholder of our company.
    Many of our officers and non-independent directors have
    substantial conflicts of interest because they also serve as
    officers and directors of our sponsor, our advisor, our dealer
    manager or their affiliates, including significant conflicts in
    allocating time and investment opportunities among us and
    similar programs sponsored by our sponsor.
    If we do not remain qualified as a REIT, we will be subject to
    federal income tax at regular corporate rates, which would
    adversely affect our operations and our ability to pay
    distributions to you.
    The amount of distributions we may pay to you in the future, if
    any, is uncertain. Due to the risks involved in the ownership of
    real estate and real estate-related investments, there is no
    guarantee of any return on your investment in us and you may
    lose the amount you invest.  Neither the Securities and Exchange Commission, the Attorney
    General of the State of New York nor any state securities
    regulator has approved or disapproved of these securities,
    passed on or endorsed the merits of this offering or determined
    if this prospectus is truthful or complete. Any representation
    to the contrary is a criminal offense. The use of projections or
    forecasts in this offering is prohibited. Any representation to
    the contrary and any predictions, written or oral, as to the
    cash benefits or tax consequences you will receive from an
    investment in shares of our common stock is prohibited.
  Net ProceedsPrice to Public


Selling Commissions*


Dealer Manager Fee*


(Before Expenses)Primary OfferingPer Share

$
10.00


$
0.70


$
0.30


$
9.00Total Maximum

$
1,000,000,000


$
70,000,000


$
30,000,000


$
900,000,000Distribution Reinvestment PlanPer Share

$
9.50


$



$



$
9.50Total Maximum

$
47,500,000


$



$



$
47,500,000    *
    
    The selling commissions and all or
    a portion of the dealer manager fee will not be charged with
    regard to shares of our common stock sold pursuant to our
    primary offering to or for the account of our directors and
    officers, our affiliates and certain persons affiliated with
    broker-dealers participating in the primary offering. Selling
    commissions will not be charged for shares of our common stock
    sold pursuant to our primary offering to investors that have
    engaged the services of a financial advisor paid on a
    fee-for-service or assets under management basis by the
    investor. Selling commissions will be reduced in connection with
    sales of certain minimum numbers of shares of common stock. The
    reduction in these fees will be accompanied by a corresponding
    reduction in the per share purchase price; however, the net
    proceeds to us will remain unchanged. See the Plan of
    Distribution section of this prospectus.    Grubb &
    Ellis Securities, Inc.




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SUITABILITY
    STANDARDS  General
      
    a net worth of at least $250,000; or
    a gross annual income of at least $70,000 and a net worth of at
    least $70,000.    Kansas
       i




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
    make every reasonable effort to determine that the purchase of
    shares of our common stock is a suitable and appropriate
    investment for each investor based on information provided by
    such investor to the broker-dealer, including such
    investors age, investment objectives, income, net worth,
    financial situation and other investments held by such
    investor; and
    maintain, for at least six years, records of the information
    used to determine that an investment in shares of our common
    stock is suitable and appropriate for each investor.    
    meet the minimum income and net worth standards established in
    your state;
    can reasonably benefit from an investment in shares of our
    common stock based on your overall investment objectives and
    portfolio structure;
    are able to bear the economic risk of the investment based on
    your overall financial situation; and
    have an apparent understanding of:  
    the fundamental risks of an investment in shares of our common
    stock;
    the risk that you may lose your entire investment;
    the lack of liquidity of shares of our common stock;
    the restrictions on transferability of shares of our common
    stock;
    the background and qualifications of our advisor; and
    the tax consequences of an investment in shares of our common
    stock.    Restrictions
    Imposed by the USA PATRIOT Act and Related Acts
    
    a designated national, specially designated
    national, specially designated terrorist,
    specially designated global terrorist, foreign
    terrorist organization, or blocked person
    within the definitions set forth in the Foreign Assets Control
    Regulations of the U.S. Treasury Department; ii




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
    acting on behalf of, or an entity owned or controlled by, any
    government against whom the United States maintains economic
    sanctions or embargoes under the Regulations of the
    U.S. Treasury Department;
    within the scope of Executive Order 13224  Blocking
    Property and Prohibiting Transactions with Persons who Commit,
    Threaten to Commit, or Support Terrorism, effective
    September 24, 2001;
    a person or entity subject to additional restrictions imposed by
    any of the following statutes or regulations and executive
    orders issued thereunder: the Trading with the Enemy Act, the
    National Emergencies Act, the Antiterrorism and Effective Death
    Penalty Act of 1996, the International Emergency Economic Powers
    Act, the United Nations Participation Act, the International
    Security and Development Cooperation Act, the Nuclear
    Proliferation Prevention Act of 1994, the Foreign Narcotics
    Kingpin Designation Act, the Iran and Libya Sanctions Act of
    1996, the Cuban Democracy Act, the Cuban Liberty and Democratic
    Solidarity Act and the Foreign Operations, Export Financing and
    Related Programs Appropriations Act or any other law of similar
    import as to any
    non-U.S. country,
    as each such act or law has been or may be amended, adjusted,
    modified or reviewed from time to time; or
    designated or blocked, associated or involved in terrorism, or
    subject to restrictions under laws, regulations, or executive
    orders as may apply in the future similar to those set forth
    above. iii




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HOW TO
    SUBSCRIBE    
    Review this entire prospectus and any appendices and supplements
    accompanying this prospectus.
    Complete the execution copy of the Subscription Agreement. A
    specimen copy of the Subscription Agreement is included in this
    prospectus as Exhibit B.
    Deliver your check for the full purchase price of the shares of
    our common stock being subscribed for, along with a completed,
    executed subscription agreement to your participating
    broker-dealer.
    Make your check payable to Grubb & Ellis
    Apartment REIT, Inc.     iv




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##### 



TABLE OF
    CONTENTS
   
 SUITABILITY STANDARDS


iHOW TO SUBSCRIBE


ivQUESTIONS AND ANSWERS ABOUT THIS OFFERING


1PROSPECTUS SUMMARY


6RISK FACTORS


23CAUTIONARY NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


53ESTIMATED USE OF PROCEEDS


54SELECTED FINANCIAL DATA


56OUR PERFORMANCE


57INVESTMENT OBJECTIVES, STRATEGY AND CRITERIA


60DESCRIPTION OF REAL ESTATE


74MANAGEMENT OF OUR COMPANY


77COMPENSATION TABLE


93PRIOR PERFORMANCE SUMMARY


102CONFLICTS OF INTEREST


106DISTRIBUTION REINVESTMENT PLAN


110SHARE REPURCHASE PLAN


113DESCRIPTION OF CAPITAL STOCK


115CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR
    CHARTER AND BYLAWS


119THE OPERATING PARTNERSHIP AGREEMENT


127FEDERAL INCOME TAX CONSIDERATIONS


132TAX-EXEMPT ENTITIES AND ERISA CONSIDERATIONS


150PLAN OF DISTRIBUTION


156REPORTS TO STOCKHOLDERS


161SUPPLEMENTAL SALES MATERIAL


161LEGAL MATTERS


161EXPERTS


162ELECTRONIC DELIVERY OF DOCUMENTS


162INCORPORATION OF CERTAIN INFORMATION BY
    REFERENCE


162WHERE YOU CAN FIND ADDITIONAL INFORMATION


163EXHIBIT A: PRIOR PERFORMANCE TABLES


A-1EXHIBIT B: SUBSCRIPTION AGREEMENT


B-1EXHIBIT C: AMENDED AND RESTATED DISTRIBUTION
    REINVESTMENT PLAN


C-1EXHIBIT D: SHARE REPURCHASE PLAN


D-1EX-1.1EX-10.4.2EX-21.1EX-23.3EX-23.4   v




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QUESTIONS
    AND ANSWERS ABOUT THIS OFFERING    Q:
    
    What is a real estate investment trust, or REIT?A:
    
    In general, a REIT is a company that:  
    combines the capital of many investors to acquire or provide
    financing for real estate;
    pays annual distributions to investors of at least 90.0% of its
    taxable income (computed without regard to the dividends paid
    deduction and excluding net capital gain);
    avoids the double taxation treatment of income that
    would normally result from investments in a corporation because
    a REIT is not generally subject to federal corporate income
    taxes on net income that it distributes to stockholders; and
    enables individual investors to invest in a large-scale
    diversified real estate portfolio through the purchase of shares
    in the REIT.  Q:
    
    What is Grubb & Ellis Apartment REIT, Inc.?A:
    
    Grubb & Ellis Apartment REIT, Inc., or
    Grubb & Ellis Apartment REIT, is a Maryland
    corporation formed in December 2005, which has qualified and
    elected to be taxed as a REIT for federal income tax purposes
    commencing with its taxable year ended December 31, 2006
    and intends to continue to be taxed as a REIT. We primarily
    invest in a diverse portfolio of apartment communities with
    stable cash flows and growth potential in select U.S.
    metropolitan areas.Q:
    
    Who will choose and manage your real estate investments?A:
    
    Grubb & Ellis Apartment REIT Advisor, LLC, or
    Grubb & Ellis Apartment REIT Advisor, which we also
    refer to as our advisor, makes recommendations on all property
    acquisitions to our board of directors. Our board of directors,
    including a majority of our independent directors, must approve
    all of our property acquisitions. Our advisor or its affiliates
    receive, among other fees, an asset management fee for
    supervising the management and operation of properties that we
    acquire and an acquisition fee for the due diligence, selection
    and acquisition of properties that we acquire.Q:
    
    What types of real estate properties do you plan to
    acquire?A:
    
    We expect to use substantially all of the net proceeds from this
    offering to invest in a diversified portfolio of apartment
    communities with stable cash flows and growth potential in
    select U.S. metropolitan markets. We also may originate and
    invest in secured loans and other real estate-related
    investments. Because we have not yet identified any properties
    we intend to purchase with the net proceeds from this offering,
    we may be considered to be a blind pool investment.Q:
    
    How does Grubb & Ellis Apartment REIT own its real
    estate properties?A:
    
    We own our current real estate properties, and expect to own all
    of our future real estate properties, through Grubb &
    Ellis Apartment REIT Holdings, L.P., or Grubb & Ellis
    Apartment REIT Holdings, or through its subsidiaries. We
    organized Grubb & Ellis Apartment REIT Holdings, which
    we also refer to as our operating partnership, to own, operate
    and manage real estate properties on our behalf. We are the sole
    general partner of our operating partnership. Our advisor
    currently is the only limited partner and the only special
    partner of our operating partnership.Q:
    
    What is an UPREIT?A:
    
    UPREIT stands for Umbrella Partnership Real Estate Investment
    Trust. An UPREIT is a REIT that holds all or substantially all
    of its properties through a partnership in which the REIT holds
    a general partner and/or limited partner interest, approximately
    equal to the value of capital raised by the REIT through sales
    of its capital stock. Using an UPREIT structure may give us an
    advantage in acquiring properties 1




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from persons who may not otherwise sell their properties because
    of unfavorable tax results. Generally, a sale of property
    directly to a REIT is a taxable transaction to the selling
    property owner. In an UPREIT structure, a seller of a property
    who desires to defer taxable gain on the sale of his property
    may transfer the property to the UPREIT in exchange for limited
    partnership units in the partnership and defer taxation of gain
    until the seller later exchanges his limited partnership units
    on a one-for-one basis for REIT shares or for cash pursuant to
    the terms of the limited partnership agreement.The benefits of our UPREIT structure include the following:  
    We believe our structure provides us with access to capital for
    refinancing and growth. Because an UPREIT structure includes a
    partnership as well as a corporation, we can access the markets
    through our operating partnership issuing equity or debt as well
    as our company issuing capital stock or debt securities. Sources
    of capital include the common stock sold in this offering and
    possible future issuances of debt or equity through public
    offerings or private placements.
    Our structure allows stockholders through their ownership of
    common stock, and the limited partners through their ownership
    of limited partnership units, an opportunity to participate in
    the growth of the real estate market through a diversified and
    ongoing business enterprise.
    The UPREIT structure will provide property owners who transfer
    their real properties to our operating partnership in exchange
    for limited partnership units the opportunity to defer the tax
    consequences that otherwise would arise from a sale of their
    real properties and other assets to us or to a third party. This
    will allow us to acquire assets without using as much of our
    cash and may allow us to acquire assets that the owner would
    otherwise be unwilling to sell because of tax considerations.  Q:
    
    What will you do with the money raised in this offering?A:
    
    We will use the net offering proceeds primarily to invest in
    apartment communities with stable cash flows and growth
    potential in select U.S. metropolitan markets, and for real
    estate-related investments. The diversification of our portfolio
    is dependent upon the amount of proceeds we receive in this
    offering. We expect that at least 86.4% of the money you invest
    will be used to acquire our targeted investments and the
    remaining 13.6% will be used to pay fees and expenses of this
    offering. Until we invest the proceeds of this offering in
    targeted investments, we may invest in short-term, highly liquid
    or other authorized investments. Such short-term investments
    will not earn significant returns, and we cannot guarantee how
    long it will take to fully invest the net proceeds in properties.Q:
    
    What kind of offering is this?A:
    
    Through our dealer manager, we are offering up to
    100,000,000 shares of our common stock pursuant to the
    primary offering on a best efforts basis at $10.00
    per share. We are also offering up to 5,000,000 shares of
    our common stock pursuant to the DRIP at $9.50 per share to
    those stockholders who elect to participate in such plan as
    described in this prospectus. We reserve the right to reallocate
    the shares of our common stock we are offering between the
    primary offering and the DRIP.Q:
    
    How does a best efforts offering work?A:
    
    When securities are offered to the public on a best
    efforts basis, the broker-dealers participating in the
    offering are only required to use their best efforts to sell the
    securities and have no firm commitment or obligation to purchase
    any of the securities. Because this is a best
    efforts offering, we cannot guarantee that any specific
    number of shares of our common stock will be sold. We intend to
    admit stockholders periodically as subscriptions for shares of
    our common stock are received, but not less frequently than
    monthly.Q:
    
    How long will this offering last?A:
    
    We will sell shares of our common stock in this offering until
    the earlier
    of          ,
    2011, or the date on which the maximum offering amount has been
    sold; provided, however, that the amount of shares of our common
    stock registered pursuant to this offering is the amount which
    we reasonably expect to be offered and sold within two years
    from the initial effective date of this offering and, to the
    extent 2




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permitted by applicable law, we may extend this offering for an
    additional year. We also reserve the right to terminate this
    offering at any time.Q:
    
    Who can buy shares of Grubb & Ellis Apartment REIT
    common stock?A:
    
    Generally, you can buy shares of our common stock pursuant to
    this prospectus provided that you have either (1) a net
    worth of at least $250,000, or (2) a gross annual income of
    at least $70,000 and a net worth of at least $70,000. For this
    purpose, net worth does not include your home, home furnishings
    or personal automobiles. However, these minimum levels are
    higher in certain states, so you should carefully read the more
    detailed description under Suitability Standards
    beginning on page i of this prospectus.Q:
    
    For whom is an investment in shares of Grubb &
    Ellis Apartment REIT common stock appropriate?A:
    
    An investment in shares of our common stock may be appropriate
    for you if you meet the minimum suitability standards mentioned
    above, seek to diversify your personal portfolio with a real
    estate-based investment, seek to receive current income, seek to
    preserve capital, wish to obtain the benefits of potential
    long-term capital appreciation and are able to hold your
    investment for a time period consistent with our liquidity
    plans. On the other hand, we caution persons who require
    immediate liquidity or guaranteed income, or who seek a
    short-term investment, that an investment in shares of our
    common stock will not meet those needs.Q:
    
    May I make an investment through my IRA, SEP or other
    tax-deferred account?A:
    
    Yes. You may make an investment through your IRA, simplified
    employee pension, or SEP, plan or other tax-deferred account. In
    making these investment decisions, you should consider, at a
    minimum, (1) whether the investment is in accordance with
    the documents and instruments governing your IRA, plan or other
    account, (2) whether the investment satisfies the fiduciary
    requirements associated with your IRA, plan or other account,
    (3) whether the investment will generate unrelated business
    taxable income, or UBTI, to your IRA, plan or other account,
    (4) whether there is sufficient liquidity for such
    investment under your IRA, plan or other account, (5) the
    need to value the assets of your IRA, plan or other account
    annually or more frequently, and (6) whether the investment
    would constitute a prohibited transaction under applicable law.Q:
    
    Is there any minimum investment required?A:
    
    Yes. The minimum investment is 100 shares of our common
    stock, which generally equals a minimum investment of at least
    $1,000, except for purchases by (1) our existing
    stockholders, including purchases made pursuant to the DRIP, and
    (2) existing investors in other programs sponsored by our
    sponsor, Grubb & Ellis, or any of our sponsors
    affiliates, which may be in lesser amounts; provided, however,
    that the minimum initial investment for residents of New York is
    250 shares of our common stock, which generally equals a
    minimum investment of at least $2,500, unless such purchase is
    made by an IRA, in which case the minimum initial purchase is
    100 shares of our common stock, which generally equals a
    minimum investment of at least $1,000.Q:
    
    How do I subscribe for shares of Grubb & Ellis
    Apartment REIT common stock?A:
    
    You must meet the suitability standards described in the
    Suitability Standards section of this prospectus in
    order to purchase shares of our common stock in this offering.
    If you would like to purchase shares of our common stock, please
    proceed as directed in the How to Subscribe section
    of this prospectus.Q:
    
    If I buy shares of common stock, will I receive distributions
    and how often?A:
    
    Provided we have sufficient available cash flow, we expect to
    pay distributions on a monthly basis to you. Our distribution
    policy is set by our board of directors and is subject to change
    based on available cash flow. We declare distributions with a
    daily record date so your distribution benefits begin to accrue
    immediately upon becoming a stockholder. However, we cannot
    guarantee the amount of distributions we will pay, if any.
    Currently, we pay distributions monthly. 3




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Q:
    
    Will the distributions I receive be taxable as ordinary
    income?A:
    
    If you are a taxable stockholder, distributions that you
    receive, including distributions that are reinvested pursuant to
    the DRIP, generally will be taxed as ordinary income to the
    extent they are from our current or accumulated earnings and
    profits, unless we have designated all or a portion of the
    distribution as a capital gain distribution. In such case, such
    designated portion of the distribution will be treated as a
    capital gain. To the extent that we pay a distribution in excess
    of our current and accumulated earnings and profits, the
    distribution will be treated first as a tax-free return of
    capital, reducing the tax basis in your shares of our common
    stock, and the amount of each distribution in excess of your tax
    basis in shares of our common stock will be taxable as a gain
    realized from the sale of your shares of our common stock. For
    example, because depreciation expense reduces taxable income but
    does not reduce cash available for distribution, if our
    distributions exceed our current and accumulated earnings and
    profits, the portion of such distributions to you exceeding our
    current and accumulated earnings and profits (to the extent of
    your positive basis in your shares of our common stock) will be
    considered a return of capital to you for tax purposes. These
    amounts will not be subject to income tax immediately but will
    instead reduce the tax basis of your investment, in effect,
    deferring a portion of your income tax until you sell your
    shares of our common stock or we liquidate, assuming we do not
    pay any future distributions in excess of our current and
    accumulated earnings and profits at a time that your tax basis
    in your shares of our common stock is zero. If you are a
    tax-exempt entity, distributions from us generally will not
    constitute UBTI unless you have borrowed to acquire or carry
    your stock or have used the shares of our common stock in a
    trade or business. There are exceptions to this rule for certain
    types of tax-exempt entities. Because each investors tax
    considerations are different, especially the treatment of
    tax-exempt entities, we suggest that you consult with your tax
    advisor. See the Federal Income Tax
    Considerations  Taxation of Taxable U.S.
    Stockholders, the Federal Income Tax
    Considerations  Taxation of Tax-Exempt
    Stockholders, and the Distribution Reinvestment
    Plan sections of this prospectus.Q:
    
    May I reinvest my distributions?A:
    
    Yes. See the Distribution Reinvestment Plan section
    of this prospectus for more information regarding the DRIP.Q:
    
    If I buy shares of common stock in this offering, how may I
    later sell them?A:
    
    At the time you purchase shares of our common stock, they will
    not be listed for trading on any national securities exchange.
    As a result, if you wish to sell your shares of our common
    stock, you may not be able to do so promptly or at all, or you
    may only be able to sell them at a substantial discount from the
    price you paid. In general, however, you may sell your shares of
    our common stock to any buyer that meets the applicable
    suitability standards unless such sale would cause the buyer to
    own more than 9.9% of the value of our then outstanding capital
    stock (which includes common stock and any preferred stock we
    may issue) or more than 9.9% of the value or number of shares,
    whichever is more restrictive, of our then outstanding common
    stock. See the Suitability Standards and
    Description of Capital Stock  Restrictions on
    Ownership and Transfer sections of this prospectus. We
    have adopted a share repurchase plan, as discussed under the
    Share Repurchase Plan section of this prospectus,
    which may provide limited liquidity for some of our stockholders.Q:
    
    Do you intend to list the shares of your common stock on a
    securities exchange? If not, is there any other planned
    liquidity event?A:
    
    We will seek to list the shares of our common stock on a
    national securities exchange if and when our board of directors
    determines that such listing would be in the best interest of
    our stockholders. If by 2013, the shares of our common stock are
    not listed on a national securities exchange, then our board of
    directors will seek stockholder approval of either (a) an
    extension of this listing deadline or (b) the liquidation
    of our company and distribution of the net proceeds to our
    stockholders. 4




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##### Table of Contents



Q:
    
    Will I be notified of how my investment is doing?A:
    
    Yes. You will receive periodic updates on the performance of
    your investment with us, including:  
    four quarterly investment statements, which will generally
    include a summary of the amount you have invested, the monthly
    distributions paid and the amount of distributions reinvested
    pursuant to the DRIP, as applicable;
    an annual report after the end of each year; and
    an annual IRS
    Form 1099-DIV
    after the end of each year.  Q:
    
    When will I get my detailed tax information?A:
    
    Your
    Form 1099-DIV
    tax information will be mailed by January 31 of each year.Q:
    
    Who can help answer my questions?A:
    
    If you have any questions regarding this offering or if you
    would like additional copies of this prospectus, you should
    contact your registered representative or:Investor Services Department
    Grubb & Ellis Apartment REIT Advisor, LLC
    1551 N. Tustin Ave., Ste. 300
    Santa Ana, CA 92705
    Telephone:
    (877) 888-7348
    or
    (714) 667-8252
    Facsimile:
    (714) 667-6843 5




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##### Table of Contents



PROSPECTUS
    SUMMARY  This prospectus summary highlights material information
    contained elsewhere in this prospectus. Because it is a summary,
    it may not contain all of the information that is important to
    your decision whether to invest in shares of our common stock.
    To understand this offering fully, you should read this entire
    prospectus carefully, including the Risk Factors
    section. The use of the words we, us or
    our refers to Grubb & Ellis Apartment
    REIT, Inc. and our subsidiaries, including Grubb &
    Ellis Apartment REIT Holdings, L.P., except where the context
    otherwise requires.
  Our
    Company
      (714) 667-8252. www.gbe-reits.com/apartment/
  Our
    Business and Objectives
    
    stable cash flows available for distribution to our stockholders;
    preservation, protection and return of capital; and
    growth of income and principal without taking undue risk.    
    invest in income-producing real estate and real estate-related
    investments in a manner which permits us to maintain our
    qualification as a REIT for federal income tax purposes; and
    realize capital appreciation upon the ultimate sale of our
    properties.    Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
 6




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##### Table of Contents



and/or
  Leveraging
    the Experience of Our Management
      Summary
    Risk Factors
    
    There is no public market for the shares of our common stock.
    Shares of our common stock cannot be readily sold and there are
    significant restrictions on the ownership, transferability and
    repurchase of shares of our common stock. If you are able to
    sell your shares of our common stock, you likely would have to
    sell them at a substantial discount.
    This may be considered a blind pool offering because
    we have not identified any real estate or real estate-related
    investments to acquire with the net proceeds from this offering.
    As a result, you will not be able to evaluate the economic
    merits of our future investments prior to their purchase. We may
    be unable to invest the net proceeds from this offering on
    acceptable terms to investors, or at all.
    As of the date of this prospectus, we have acquired only a
    limited number of properties. If we are unable to acquire
    suitable properties, or suffer a delay in making acquisitions,
    we may not have any cash flows available for distribution to you
    as a stockholder.
    We have paid distributions from sources other than our cash
    flows from operations, including from the net proceeds from our
    initial public offering or from borrowed funds. Until we
    generate operating cash flows sufficient to pay distributions to
    you, we may pay distributions from the net proceeds of this
    offering or from borrowings in anticipation of future cash
    flows. We also may be required to sell assets or issue new
    securities for cash in order to pay distributions. Any such
    actions could reduce the amount of capital we ultimately invest
    in assets and negatively impact the amount of income available
    for future distribution.
    We may incur substantial debt, which could hinder our ability to
    pay distributions to you or could decrease the value of your
    investment if the income from, or the value of, the property
    securing our debt falls.
 7




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##### Table of Contents




    This is a best efforts offering. If we raise
    substantially less than the maximum offering, we may not be able
    to invest in a diverse portfolio of real estate and real
    estate-related investments and the value of your investment may
    fluctuate more widely with the performance of specific
    investments.
    We rely on our advisor and its affiliates to manage our business
    and assets. We pay substantial fees to our advisor and its
    affiliates for these services, and the agreements governing
    these fees were not negotiated at arms-length. In
    addition, fees payable to our dealer manager and our advisor in
    our organizational stage are based upon the gross offering
    proceeds and not on our or our properties performance.
    Such agreements may require us to pay more than we would if we
    were using unaffiliated third parties and may not solely reflect
    your interests as a stockholder of our company.
    Many of our officers and non-independent directors have
    substantial conflicts of interest because they also serve as
    officers and directors of our sponsor, our advisor, our dealer
    manager or their affiliates, including significant conflicts in
    allocating time and investment opportunities among us and
    similar programs sponsored by our sponsor.
    If we do not remain qualified as a REIT, we will be subject to
    federal income tax at regular corporate tax rates, which would
    adversely affect our operations and our ability to pay
    distributions to you.
    The amount of distributions we may pay to you in the future, if
    any, is uncertain. Due to the risks involved in the ownership of
    real estate and real estate-related investments, there is no
    guarantee of any return on your investment in us and you may
    lose the amount you invest.    Our
    Property Acquisition Strategy
    lease-up lease-up
    
    We intend to preserve capital through selective acquisitions and
    professional management, whereby we intend to increase rental
    rates, maintain high economic occupancy rates, reduce tenant
    turnover, make value-enhancing and income-producing capital
    improvements where appropriate, and control operating costs and
    capital expenditures.
    We intend to purchase apartment communities in growth markets,
    at attractive prices relative to replacement cost, and obtain
    immediate income from tenant rents with the potential for
    appreciation in value over time.
 8




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##### Table of Contents



Our
    Properties
    Ownership


Type of

Number





Purchase

Contract


Mortgage


MaturityProperty Name

Interest


Property

of Units


Occupancy


Date

Purchase Price


Debt


Date

LocationWalker Ranch Apartment Homes


100
%

apartment


325



92.9
%

10/31/2006

$
30,750,000


$
20,000,000


5/11/2017

San Antonio, TXHidden Lake Apartment Homes


100
%

apartment


380



94.5
%

12/28/2006

$
32,030,000


$
19,218,000


1/11/2017

San Antonio, TXPark at Northgate


100
%

apartment


248



92.7
%

6/12/2007

$
16,600,000


$
10,295,000


8/1/2017

Spring, TXResidences at Braemar


100
%

apartment


160



91.9
%

6/29/2007

$
15,000,000


$
9,513,000


6/1/2015

Charlotte, NCBaypoint Resort


100
%

apartment


350



91.4
%

8/2/2007

$
33,250,000


$
21,612,000


8/1/2017

Corpus Christi, TXTowne Crossing Apartments


100
%

apartment


268



92.5
%

8/29/2007

$
21,600,000


$
15,046,000


11/1/2014

Mansfield, TXVillas of El Dorado


100
%

apartment


248



88.3
%

11/2/2007

$
18,000,000


$
13,600,000


12/1/2016

McKinney, TXThe Heights at Olde Towne


100
%

apartment


148



94.6
%

12/21/2007

$
17,000,000


$
10,475,000


1/1/2018

Portsmouth, VAThe Myrtles at Olde Towne


100
%

apartment


246



86.6
%

12/21/2007

$
36,000,000


$
20,100,000


1/1/2018

Portsmouth, VAArboleda Apartments


100
%

apartment


312



84.9
%

3/31/2008

$
29,250,000


$
17,651,000


4/1/2015

Cedar Park, TXCreekside Crossing


100
%

apartment


280



91.1
%

6/26/2008

$
25,400,000


$
17,000,000


7/1/2015

Lithonia, GAKedron Village


100
%

apartment


216



88.4
%

6/27/2008

$
29,600,000


$
20,000,000


7/1/2015

Peachtree City, GACanyon Ridge Apartments


100
%

apartment


350



85.4
%

9/15/2008

$
36,050,000


$
24,000,000


10/1/2015

Hermitage, TN   Real
    Estate-Related Investments
    Estimated
    Use of Proceeds
 9




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##### Table of Contents



Maximum OfferingAmount


PercentGross Offering Proceeds

$
1,000,000,000



100
%Less Public Offering Expenses:Selling Commissions


70,000,000



7.0Dealer Manager Fee


30,000,000



3.0Other Organizational and Offering Expenses


10,000,000



1.0Amount Available for Investment

$
890,000,000



89.0
%Less Acquisition Costs:Acquisition Fees

$
25,922,000



2.6
%Initial Working Capital Reserve






Amount Invested in Assets

$
864,078,000



86.4
%   Our
    Advisor
    Our Board
    of Directors and Executive Officers
      Our
    Operating Partnership
 10




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Our
    Sponsor and Grubb & Ellis Realty Investors
      Our
    Dealer Manager
    This
    Offering
    Prior
    Investment Programs
 11




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Distribution
    Reinvestment Plan
    Distribution
    Policy
    Liquidity
    Events
  and/or
  Share
    Repurchase Plan
 12




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##### Table of Contents




    for stockholders who have continuously held their shares of our
    common stock for at least one year, the lower of $9.25 or 92.5%
    of the price paid per share to acquire shares of our common
    stock from us;
    for stockholders who have continuously held their shares of our
    common stock for at least two years, the lower of $9.50 or 95.0%
    of the price paid per share to acquire shares of our common
    stock from us;
    for stockholders who have continuously held their shares of our
    common stock for at least three years, the lower of $9.75 or
    97.5% of the price paid per share to acquire shares of our
    common stock from us; and
    for stockholders who have continuously held their shares of our
    common stock for at least four years, a price determined by our
    board of directors, but in no event less than 100% of the price
    paid per share to acquire shares of our common stock from us.
 13




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##### Table of Contents



Compensation
    to Our Advisor, Our Dealer Manager and Their
    Affiliates
    Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountOffering StageSelling Commissions 
    (our dealer manager)

Generally, up to 7.0% of gross offering proceeds from the sale
    of shares of our common stock pursuant to the primary offering
    (all or a portion of which may be reallowed by our dealer
    manager to participating broker-dealers). No selling commissions
    are payable on shares of our common stock sold pursuant to the
    DRIP.

Actual amount depends upon the number of shares of our common
    stock sold. We estimate that we will pay a total of $70,000,000
    if we sell the maximum offering.Dealer Manager Fee (our dealer manager)

Generally, up to 3.0% of gross offering proceeds from the sale
    of shares of our common stock pursuant to the primary offering
    (all or a portion of which may be reallowed by our dealer
    manager to participating broker-dealers). No dealer manager fee
    is payable on shares of our common stock sold pursuant to the
    DRIP.

Actual amount depends upon the number of shares of our common
    stock sold. We estimate that we will pay a total of $30,000,000
    if we sell the maximum offering.Other Organizational and Offering Expenses (our advisor or its
    affiliates)

Up to 1.0% of gross offering proceeds for shares of our common
    stock sold pursuant to the primary offering.  No other
    organizational and offering expenses will be reimbursed with
    respect to shares of our common stock sold pursuant to the DRIP.

Actual amount depends upon the number of shares of our common
    stock sold. We estimate that we will pay a total of $10,000,000
    if we sell the maximum offering.Acquisition StageAcquisition Fees (our advisor or its affiliates)

Up to 3.0% of the contract purchase price of each property we
    acquire, up to 4.0% of the total development cost of any
    development property or up to 2.0% of the origination or
    purchase price of any real estate-related investment, as
    applicable.

Actual amount depends upon the purchase price of properties
    acquired.  We estimate that we will pay a total of $25,922,000
    if we sell the maximum offering.Reimbursement of Acquisition Expenses (our advisor or its
    affiliates)

All expenses actually incurred related to selecting, evaluating
    and acquiring assets, which will be paid regardless of whether
    an asset is acquired.

Actual amount depends upon the actual expenses incurred, and,
    therefore, cannot be determined at this time.
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Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountOperational StageAsset Management Fee
    (our advisor or its affiliates)

An amount equal to 0.5% per annum of average invested assets.
    The asset management fee is calculated and payable monthly in
    cash or shares of our common stock, at the option of our advisor
    or one of its affiliates, not to exceed one-twelfth of 0.5% of
    our average invested assets as of the last day of the
    immediately preceding quarter; provided that, effective January
    1, 2009, our advisor has agreed to waive the asset management
    fee until the quarter following the quarter in which we generate
    funds from operations, or FFO, sufficient to cover 100% of the
    distributions declared to our stockholders for such quarter. For
    purposes of calculating FFO, non-recurring charges including,
    but not limited to, acquisition-related expenses, amortization
    of deferred financing fees on our line of credit or other
    equivalent mezzanine financing, interest expense associated with
    our line of credit, our loans from NNN Realty Advisors, Inc., or
    NNN Realty Advisors, an affiliate of our advisor, or other
    mezzanine loans, and gains or losses on future interest rate
    swaps, will be excluded. Average invested assets include any
    property-related debt; therefore, fully leveraging our portfolio
    could increase the asset management fee payable to our advisor
    or one of its affiliates.

Actual amount depends upon the average invested assets, and,
    therefore, cannot be determined at this time.Property Management Fees (Realty or Residential Management)

Up to 4.0% of the gross monthly cash receipts from each property
    managed by the respective property manager, some of which may be
    reallowed to a third-party property manager.

Actual amount depends upon the gross monthly cash receipts of
    the properties, and, therefore, cannot be determined at this
    time.
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##### Table of Contents



Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountCompensation for Additional Services (our advisor or its
    affiliates)

If we request our advisor or one of its affiliates to render
    services for our company other than those required to be
    rendered by our advisor under the advisory agreement, the
    additional services, if our advisor elects to perform them, will
    be compensated separately on terms to be agreed upon between our
    advisor or its affiliate and us.  The rate of compensation for
    these services must be approved by a majority of our board of
    directors, including a majority of our independent directors,
    and cannot exceed the amount that would be paid to unaffiliated
    third parties for similar services.

Actual amount depends upon the services provided, and,
    therefore, cannot be determined at this time.Operating Expenses (our advisor or its affiliates)

We reimburse our advisor or its affiliates for operating
    expenses incurred in rendering services to us, subject to
    certain limitations.

Actual amount depends upon the services provided, and,
    therefore, cannot be determined at this time.Liquidity StageDisposition Fees (our advisor or its affiliates)

Up to the lesser of 1.75% of the contract sales price of each
    property or 50.0% of a competitive real estate commission that
    would have been paid to a third party. The amount of disposition
    fees paid, when added to the real estate commissions paid to
    unaffiliated parties, will not exceed the lesser of the
    customary competitive real estate commission or an amount equal
    to 6.0% of the contract sales price.

Actual amount depends upon the sale price of properties, and,
    therefore, cannot be determined at this time.Subordinated Participation Interest (our advisor)

Our advisor has a subordinated participation interest in our
    operating partnership pursuant to which our advisor will receive
    cash distributions from our operating partnership under the
    following circumstances: Incentive Distribution upon Sales

Equal to 15.0% of the net proceeds of the sale of the property
    after we have received, and paid to our stockholders, the sum of:

Actual amount depends upon the sale price of properties, and,
    therefore, cannot be determined at this time. the gross proceeds from the sale  of shares of our
    common stock; and
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Type of Compensation

Description and(Recipient)

Method of Computation

Estimated Amount any shortfall in our 8.0% annual cumulative,
    non-compounded return on the gross proceeds from the sale of
    shares of our common stock, as adjusted for distributions of net
    sale proceeds.Until such time as stockholders receive such 8.0% return, our
    advisor will not receive any incentive distributions. There is
    no assurance we will be able to pay an annual 8.0% return to our
    stockholders.  Thus, the 8.0% return is disclosed solely as a
    measure for our advisors incentive compensation. Incentive
Distribution upon Listing

In the event of termination of the advisory agreement due to
    listing of the shares of our common stock on a national
    securities exchange, our advisor will be entitled to an
    incentive distribution equal to 15.0% of the amount, if any, by
    which (1) the market value of our outstanding common stock plus
    distributions paid by us prior to listing, exceeds (2) the sum
    of the gross proceeds from the sale of shares of our common
    stock plus an 8.0% per annum cumulative, non-compounded return
    on the gross proceeds from the sale of shares of our common
    stock. This distribution may be in the form of cash, units of
    limited partnership interest in our operating partnership or
    shares of our common stock.

Actual amount depends upon the market value of our common stock
    at the time of listing, among other factors, and, therefore,
    cannot be determined at this time.
 17




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##### Table of Contents



Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountThere is no assurance we will be able to pay an annual 8.0%
    return to our stockholders. Thus, the 8.0% return is disclosed
    solely as a measure for our advisors incentive
    compensation. Upon our advisors receipt of the incentive
    distribution upon listing, our advisors special limited
    partnership units will be redeemed and our advisor will not be
    entitled to receive any further incentive distributions upon
    sales of our properties. Fees Payable upon Termination of the Advisory
Agreement

In the event of termination of the advisory agreement due to an
    internalization of our advisor in connection with our conversion
    to a self-administered REIT, our advisor will be entitled to
    compensation to be determined by negotiation between our advisor
    and our independent directors. Upon our advisors receipt
    of such compensation, our advisors special limited
    partnership units will be redeemed and our advisor will not be
    entitled to receive any further incentive distributions upon
    sales of our properties. In connection with the termination of
    the advisory agreement other than due to a listing of the shares
    of our common stock on a national securities exchange or due to
    the internalization of our advisor in connection with our
    conversion to a self-administered REIT, we may cause our
    operating partnership to redeem our advisors special
    limited partner units, for cash, units of limited partnership
    interests in our operating partnership or shares of our common
    stock, in an amount equal to what our advisor would have
    received pursuant to the incentive distribution upon sales if
    our operating partnership immediately sold all of its assets at
    fair market value.

Actual amount depends upon many factors to be negotiated between
    our advisor and our independent directors and, therefore, cannot
    be determined at this time.
 18




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Legal
    Proceedings
    Regulation
    Conflicts
    of Interest
  and/or
 19




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Organizational
    Chart for Our Company and Our Advisor
 20




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##### Table of Contents



Organizational
    Chart for Our Advisors Affiliates
 21




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Tax-Exempt
    Entities and ERISA Considerations
    Restrictions
    on Share Ownership
    About
    this Prospectus
 22




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RISK
    FACTORS  Before you invest in our common stock, you should be aware
    that your investment is subject to various risks, including
    those described below. You should carefully consider these risks
    together with all of the other information included in this
    prospectus before you decide to purchase any shares of our
    common stock.
  Investment
    Risks
  There
    is no public market for the shares of our common stock.
    Therefore, it will be difficult for you to sell your shares of
    our common stock and, if you are able to sell your shares of our
    common stock, you will likely sell them at a substantial
    discount.
    This
    may be considered a blind pool offering because we
    have not identified any real estate or real estate-related
    investments to acquire with the net proceeds from this
    offering.
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##### Table of Contents



We
    have a limited operating history. Therefore, you may not be able
    to adequately evaluate our ability to achieve our investment
    objectives; and the prior performance of other Grubb &
    Ellis Group programs may not be an accurate predictor of our
    future results.
    
    identify and acquire investments that further our investment
    strategy;
    build, expand and maintain our network of licensed securities
    brokers and other agents;
    attract, integrate, motivate and retain qualified personnel to
    manage our day-to-day operations;
    respond to competition both for investment opportunities and
    potential investors in us; and
    build and expand our operations structure to support our
    business.    If we
    raise substantially less than the maximum offering, we may not
    be able to invest in a diverse portfolio of real estate and real
    estate-related investments and the value of your investment may
    fluctuate more widely with the performance of specific
    investments.
    If we
    are unable to find suitable investments, we may not have
    sufficient cash flows available for distributions to
    you.
   24




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##### Table of Contents



We
    face competition from other apartment communities and housing
    alternatives for tenants, and we face competition from other
    acquirers of apartment communities for investment opportunities,
    both of which may limit our profitability and returns to
    you.
        You
    are limited in your ability to sell your shares of our common
    stock pursuant to our share repurchase plan, and repurchases are
    made at our sole discretion.
    Our
    advisor may be entitled to receive significant compensation in
    the event of our liquidation or in connection with a termination
    of the advisory agreement.
   25




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##### Table of Contents



The
    business and financial due diligence investigation of us was
    conducted by an affiliate. That investigation might not have
    been as thorough as an investigation conducted by an
    unaffiliated third party, and might not have uncovered facts
    that would be important to a potential investor.
    This
    is a fixed price offering and the fixed offering price may not
    accurately represent the current value of our assets at any
    particular time. Therefore, the purchase price you pay for
    shares of our common stock may be higher than the value of our
    assets per share of common stock at the time of your
    purchase.
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##### Table of Contents



Risks
    Related to Our Business
  We
    have paid distributions from sources other than our cash flows
    from operations, including from the net proceeds from our
    initial public offering and from borrowed funds. We may pay
    distributions from the net proceeds of this offering or from
    borrowings in anticipation of future cash flows. Any such
    distributions may reduce the amount of capital we ultimately
    invest in assets and negatively impact the value of your
    investment.
    on-site
  non-recurring
    We may
    suffer from delays in locating suitable investments, which may
    have adverse effects on our results of operations and our
    ability to pay distributions to you.
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##### Table of Contents



We are
    uncertain of our sources of debt or equity for funding our
    capital needs. If we cannot obtain funding on acceptable terms,
    our ability to make necessary capital improvements to our
    properties may be impaired or delayed.
    The
    recent market disruptions may adversely affect our operating
    results and financial condition.
  and/or and/or
  
    Debt and Equity Markets Our results of
    operations are sensitive to the volatility of the credit
    markets. The real estate debt markets are currently experiencing
    volatility as a result of certain factors, including the
    tightening of underwriting standards by lenders and credit
    rating agencies and the significant inventory of unsold
    commercial mortgage-backed securities in the market. Credit
    spreads for major sources of capital have widened significantly
    as investors have demanded a higher risk premium. This is
    resulting in lenders increasing the cost for debt financing.
    Should the overall cost of borrowings increase, either by
    increases in the index rates or by increases in lender spreads,
    we will need to factor such increases into the economics of our
    acquisitions, developments and property contributions. This may
    result in our property operations generating lower overall
    economic returns and a reduced level of cash flows, which could
    potentially impact our ability to pay distributions to you. In
    addition, the recent dislocations in the debt markets have
    reduced the amount of capital that is available to finance real
    estate, which, in turn: (i) limits the ability of real
    estate investors to benefit from reduced real estate values or
    to realize enhanced returns on real estate investments;
    (ii) has slowed real estate transaction activity; and
    (iii) may result in an inability to refinance debt as it
    becomes due, all of which may reasonably be expected to have a
    material impact, favorable or unfavorable, on revenues, income
    and/or cash
    flows from the acquisition and operations of real estate and
    mortgage loans. In addition, the state of the debt markets could
    have an impact on the overall amount of capital being invested
    in real estate, which may result in price or value decreases of
    real estate assets and impact our ability to raise equity
    capital.
    Valuations The recent market volatility will
    likely make the valuation of our properties more difficult.
    There may be significant uncertainty in the valuation, or in the
    stability of the value, of our properties that could result in a
    substantial decrease in the value of our properties. As a
    result, we may not be able to recover the carrying amount of our
    properties, which may require us to recognize an impairment
    charge in earnings.
    Government Intervention The pervasive and
    fundamental disruptions that the global financial markets are
    currently undergoing have led to extensive and unprecedented
    governmental intervention. Although the government intervention
    is intended to stimulate the flow of capital and to undergird
    the U.S. economy in the short term, it is impossible to predict
    the actual effect of the government intervention and what, if
    any, additional interim or permanent governmental restrictions
    may be imposed on the financial markets
    and/or the
    effect of such restrictions on us and our results of operations.
    There is a 28




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high likelihood of significantly increased regulation of the
    financial markets that could have a material impact on our
    operating results and financial condition.  We may
    structure acquisitions of property in exchange for limited
    partnership units in our operating partnership on terms that
    could limit our liquidity or our flexibility.
    Our
    success is dependent on the performance of our
    advisor.
  and/or
 29




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Our
    advisor may terminate the advisory agreement, which could
    require us to pay substantial fees and may require us to find a
    new advisor.
      Our
    success is dependent on the performance of our
    sponsor.
    The
    failure of any bank in which we deposit our funds could reduce
    the amount of cash we have available to pay distributions and
    make additional investments.
   30




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Our
    advisor and its affiliates have no obligation to defer or
    forgive fees or loans or advance any funds to us, which could
    reduce our ability to make investments or pay
    distributions.
    Risks
    Related to Conflicts of Interest
    
    any person directly or indirectly owning, controlling or
    holding, with the power to vote, 10.0% or more of the
    outstanding voting securities of such other person;
    any person 10.0% or more of whose outstanding voting securities
    are directly or indirectly owned, controlled or held, with the
    power to vote, by such other person;
    any person directly or indirectly controlling, controlled by or
    under common control with such other person;
    any executive officer, director, manager, trustee or general
    partner of such other person; and
    any legal entity for which such person acts as an executive
    officer, director, manager, trustee or general partner.  The
    conflicts of interest described below may mean we are not
    managed solely in your best interest, which may adversely affect
    our results of operations and the value of an investment in
    shares of our common stock.
  and/or
     31




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co-invest
    We may
    compete with other Grubb & Ellis Group programs for
    investment opportunities. As a result, our advisor may not cause
    us to invest in favorable investment opportunities which may
    reduce our returns on our investments.
    Our
    advisors officers will face conflicts of interest relating
    to the allocation of their time and other resources among the
    various entities that they serve or have interests in, and such
    conflicts may not be resolved in our favor.
    Our
    advisor will face conflicts of interest relating to its
    compensation structure, which could result in actions that are
    not necessarily in your long-term best interest.
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Our
    advisor may receive economic benefits from its status as a
    special limited partner without bearing any of the investment
    risk.
    The
    distribution payable to our advisor may influence our decisions
    about listing the shares of our common stock on a national
    securities exchange, merging our company with another company
    and acquisition or disposition of our investments.
    The
    absence of arms-length bargaining may mean that our
    agreements may not be as favorable to you as they otherwise
    could have been.
    Any
    joint venture arrangements may not solely reflect your best
    interest.
   33




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
    a venture partner may at any time have economic or other
    business interests or goals which become inconsistent with our
    business interests or goals, including inconsistent goals
    relating to the sale of properties held in a joint venture or
    the timing of the termination and liquidation of the venture;
    a venture partner might become bankrupt and such proceedings
    could have an adverse impact on the operation of the partnership
    or joint venture;
    actions taken by a venture partner might have the result of
    subjecting the property to liabilities in excess of those
    contemplated;
    a venture partner may be in a position to take action contrary
    to our instructions or requests or contrary to our strategies or
    objectives, including our strategy to qualify and maintain our
    qualification as a REIT; and
    the joint venture may provide for the distribution of income to
    us otherwise than in direct proportion to our ownership interest
    in the joint venture.    Risks
    Related to Our Organizational Structure
  Several
    potential events could cause your investment in us to be
    diluted, which may reduce the overall value of your
    investment.
    
    future offerings of our securities, including issuances pursuant
    to the DRIP and up to 50,000,000 shares of any preferred
    stock that our board of directors may authorize;
    private issuances of our securities to other investors,
    including institutional investors;
    issuances of our securities pursuant to our 2006 Incentive Award
    Plan; or
    redemptions of units of limited partnership interest in our
    operating partnership in exchange for shares of our common stock.    Your
    interests may be diluted in various ways, which may reduce your
    returns.
   34




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Our
    ability to issue preferred stock may include a preference in
    distributions superior to our common stock and also may deter or
    prevent a sale of shares of our common stock in which you could
    profit.
    
    a merger, tender offer or proxy contest;
    assumption of control by a holder of a large block of our
    securities; or
    removal of incumbent management.  Upon
    investment in shares of our common stock, you will experience an
    immediate dilution of $1.00 per share.
    Our
    board of directors may change our investment objectives without
    seeking your approval.
    Your
    ability to control our operations is severely
    limited.
   35




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
    the election or removal of directors;
    any amendment of our charter, except that our board of directors
    may amend our charter without stockholder approval to change our
    name or the name of other designation or the par value of any
    class or series of our stock and the aggregate par value of our
    stock, increase or decrease the aggregate number of our shares
    of stock, increase or decrease the number of our shares of any
    class or series that we have the authority to issue, or effect
    certain reverse stock splits;
    our dissolution; and
    certain mergers, consolidations and sales or other dispositions
    of all or substantially all of our assets.    The
    limitation on ownership of our common stock prevents any single
    stockholder from acquiring more than 9.9% of our capital stock
    or more than 9.9% of our common stock and may force him or her
    to sell stock back to us.
    
    may consider the transfer to be null and void;
    will not reflect the transaction on our books;
    may institute legal action to enjoin the transaction;
    will not pay dividends or other distributions to him or her with
    respect to those excess shares of stock;
    will not recognize his or her voting rights for those excess
    shares of stock; and
    may consider the excess shares of stock held in trust for the
    benefit of a charitable beneficiary.      
    he or she may lose his or her power to dispose of the stock;
    he or she may not recognize profit from the sale of such stock
    if the market price of the stock increases; and
    he or she may incur a loss from the sale of such stock if the
    market price decreases. 36




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Limitations
    on share ownership and transfer may deter a sale of our common
    stock in which you could profit.
    Maryland
    takeover statutes may deter others from seeking to acquire us
    and prevent you from making a profit in such
    transaction.
    The
    MGCL and our organizational documents limit your right to bring
    claims against our officers and directors.
    Your
    investment return may be reduced if we are required to register
    as an investment company under the Investment Company
    Act.
    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates; and
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly change our operations. 37




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and/or
      Risks
    Related to Investments in Real Estate
  Our
    results of operations, our ability to pay distributions to you
    and our ability to dispose of our investments are subject to
    general economic and regulatory factors we cannot control or
    predict.
    
    poor economic times may result in defaults by tenants of our
    properties and borrowers. We may also be required to provide
    rent concessions or reduced rental rates to maintain or increase
    occupancy levels;
    job transfers and layoffs may cause vacancies to increase and a
    lack of future population and job growth may make it difficult
    to maintain or increase occupancy levels;
    increases in supply of competing properties or decreases in
    demand for our properties may impact our ability to maintain or
    increase occupancy levels;
    changes in interest rates and availability of debt financing
    could render the sale of properties difficult or unattractive;
    periods of high interest rates may reduce cash flows from
    leveraged properties; and 38




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
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution.
    Also, any such increased expenses may make it difficult to
    increase rents to tenants on turnover, which may limit our
    ability to increase our returns.    We
    depend on our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to you.
    Short-term
    apartment leases expose us to the effects of declining market
    rent, which could adversely impact our ability to pay cash
    distributions to you.
    Some
    or all of our properties have incurred, and will incur,
    vacancies, which may result in reduced revenue and resale value,
    a reduction in cash available for distribution and a diminished
    return on your investment.
    We are
    dependent on our investment in a single asset class, making our
    performance more vulnerable to economic downturns in the
    apartment industry than if we had diversified
    investments.
    Lack
    of geographic diversity may expose us to regional economic
    downturns that could adversely impact our operations or our
    ability to recover our investment in one or more
    properties.
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We may
    be unable to secure funds for future capital improvements, which
    could adversely impact our ability to pay cash distributions to
    you.
    We may
    obtain only limited warranties when we purchase a property and
    would have only limited recourse in the event our due diligence
    did not identify any issues that lower the value of our
    property.
    Uninsured
    losses relating to real estate and lender requirements to obtain
    insurance may reduce your returns.
    Increases
    in our insurance rates could adversely affect our cash flow and
    our ability to make future cash distributions to
    you.
    If one
    of our insurance carriers does not remain solvent, we may not be
    able to fully recover on our claims.
   40




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Uncertain
    market conditions relating to the future disposition of
    properties could cause us to sell our properties at a loss in
    the future.
    Our
    inability to sell a property when we desire to do so could
    adversely impact our ability to pay cash distributions to
    you.
    You
    may not receive any profits resulting from the sale of our
    properties, or receive such profits in a timely manner, because
    we may provide financing to the purchaser of such
    properties.
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We
    face possible liability for environmental cleanup costs and
    damages for contamination related to properties we acquire,
    which could substantially increase our costs and reduce our
    liquidity and cash distributions to you.
    Increased
    construction of similar properties that compete with our
    properties in any particular location could adversely affect the
    operating results of our properties and our cash available for
    distribution to you.
    
    make it more difficult for us to find tenants to lease units in
    our apartment communities;
    force us to lower our rental prices in order to lease units in
    our apartment communities; and
    substantially reduce our revenues and cash available for
    distribution to you.  Costs
    required to become compliant with the Americans with
    Disabilities Act at our properties may affect our ability to pay
    distributions to you.
   42




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Our
    real properties are subject to property taxes that may increase
    in the future, which could adversely affect our cash
    flows.
    Risks
    Related to Debt Financing
  We
    have incurred, and intend to continue to incur, mortgage
    indebtedness and other borrowings, which may increase our
    business risks, could hinder our ability to pay distributions
    and could decrease the value of your investment.
      Higher
    mortgage rates may make it more difficult for us to finance or
    refinance properties, which could reduce the number of
    properties we can acquire and the amount of cash distributions
    we can pay to you.
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Increases
    in interest rates could increase the amount of our debt payments
    and therefore negatively impact our operating
    results.
    To the
    extent we borrow at fixed rates or enter into fixed interest
    rate swaps, we will not benefit from reduced interest expense if
    interest rates decrease.
    Hedging
    activity may expose us to risks.
    Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to pay
    distributions to you.
    Interest-only
    indebtedness may increase our risk of default and ultimately may
    reduce our funds available for distribution to
    you.
   44




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If we
    enter into financing arrangements involving balloon payment
    obligations, it may adversely affect our ability to refinance or
    sell properties on favorable terms, and to pay distributions to
    you.
    Risks
    Related to Other Real Estate-Related Investments
  We do
    not have substantial experience in acquiring mortgage loans or
    investing in real estate-related securities, which may result in
    our real estate-related investments failing to produce returns
    or incurring losses.
    Real
    estate-related equity securities in which we may invest are
    subject to specific risks relating to the particular issuer of
    the securities and may be subject to the general risks of
    investing in real estate or real estate-related
    assets.
    The
    mortgage loans in which we may invest and the mortgage loans
    underlying the mortgage-backed securities in which we may invest
    may be impacted by unfavorable real estate market conditions,
    which could decrease their value.
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Delays
    in liquidating defaulted mortgage loan investments could reduce
    our investment returns.
    The
    commercial mortgage-backed securities in which we may invest are
    subject to several types of risks.
        The
    mezzanine loans in which we may invest would involve greater
    risks of loss than senior loans secured by income-producing real
    properties.
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We
    expect a portion of our real estate-related investments to be
    illiquid and we may not be able to adjust our portfolio in
    response to changes in economic and other
    conditions.
    Interest
    rate and related risks may cause the value of our real
    estate-related investments to be reduced.
      If we
    liquidate prior to the maturity of our real estate-related
    investments, we may be forced to sell those investments on
    unfavorable terms or at a loss.
    Federal
    Income Tax Risks
  Failure
    to remain qualified as a REIT for federal income tax purposes
    would subject us to federal income tax on our taxable income at
    regular corporate rates, which would substantially reduce our
    ability to pay distributions to you.
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To
    remain qualified as a REIT and to avoid the payment of federal
    income and excise taxes, we may be forced to borrow funds, use
    proceeds from the issuance of securities (including this
    offering), or sell assets to pay distributions, which may result
    in our distributing amounts that may otherwise be used for our
    operations.
    Our
    investment strategy may cause us to incur penalty taxes, lose
    our REIT status, or own and sell properties through taxable REIT
    subsidiaries, each of which would diminish the return to
    you.
  i.e.
  i.e.
   48




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You
    may have a current tax liability on distributions you elect to
    reinvest in shares of our common stock.
    Legislative
    or regulatory action with respect to taxes could adversely
    affect the returns to our investors.
   49




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In
    certain circumstances, we may be subject to federal and state
    income taxes as a REIT, which would reduce our cash available
    for distribution to you.
    Distributions
    to tax-exempt stockholders may be classified as unrelated
    business taxable income.
    
    part of the income and gain recognized by certain qualified
    employee pension trusts with respect to our common stock may be
    treated as unrelated business taxable income if the shares of
    our common stock are predominately held by qualified employee
    pension trusts, and we are required to rely on a special
    look-through rule for purposes of meeting one of the REIT share
    ownership tests, and we are not operated in a manner to avoid
    treatment of such income or gain as unrelated business taxable
    income;
    part of the income and gain recognized by a tax exempt
    stockholder with respect to the shares of our common stock would
    constitute unrelated business taxable income if the stockholder
    incurs debt in order to acquire shares of our common
    stock; and
    part or all of the income or gain recognized with respect to the
    shares of our common stock by social clubs, voluntary employee
    benefit associations, supplemental unemployment benefit trusts
    and qualified group legal services plans which are exempt from
    federal income taxation under Sections 501(c)(7), (9),
    (17) or (20) of the Internal Revenue Code may be
    treated as unrelated business taxable income.   50




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Complying
    with the REIT requirements may cause us to forego otherwise
    attractive opportunities.
    Foreign
    purchasers of shares of our common stock may be subject to
    FIRPTA tax upon the sale of their shares of our common
    stock.
  Non-U.S. Stockholders
  Foreign
    stockholders may be subject to FIRPTA tax upon the payment of a
    capital gains dividend.
  Non-U.S. Stockholders
  Employee
    Benefit Plan, IRA, and Other Tax-Exempt Investor Risks
    If you
    fail to meet the fiduciary and other standards under ERISA or
    the Internal Revenue Code as a result of an investment in shares
    of our common stock, you could be subject to criminal and civil
    penalties.
    
    whether your investment is consistent with the applicable
    provisions of ERISA and the Internal Revenue Code, or any other
    applicable governing authority in the case of a government plan; 51




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
    whether your investment is made in accordance with the documents
    and instruments governing your Benefit Plan or IRA, including
    your Benefit Plan or IRAs investment policy;
    whether your investment satisfies the prudence and
    diversification requirements of Sections 404(a)(1)(B) and
    404(a)(1)(C) of ERISA;
    whether your investment will impair the liquidity of the Benefit
    Plan or IRA;
    whether your investment will constitute a prohibited transaction
    under Section 406 of ERISA or Section 4975 of the
    Internal Revenue Code;
    whether your investment will produce unrelated business taxable
    income, referred to as UBTI and as defined in Sections 511
    through 514 of the Internal Revenue Code, to the Benefit Plan or
    IRA; and
    your need to value the assets of the Benefit Plan or IRA
    annually in accordance with ERISA and the Internal Revenue Code.  and/or and/or
 52




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS      
    our ability to effectively deploy the proceeds raised in this
    offering;
    changes in economic conditions generally and the real estate and
    securities markets specifically;
    legislative or regulatory changes (including changes to the laws
    governing the taxation of REITs);
    the availability of capital;
    interest rates; and
    changes to accounting principles generally accepted in the
    United States of America, or GAAP.   53




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ESTIMATED
    USE OF PROCEEDS            Maximum OfferingAmount


PercentGross Offering Proceeds

$
1,000,000,000



100
%Less Public Offering Expenses:Selling Commissions(1)


70,000,000



7.0Dealer Manager Fee(1)


30,000,000



3.0Other Organizational and Offering Expenses(2)


10,000,000



1.0Amount Available for Investment(3)

$
890,000,000



89.0
%Less Acquisition Costs:Acquisition Fees(4)

$
25,922,000



2.6
%Initial Working Capital Reserve(5)






Amount Invested in Assets(6)

$
864,078,000



86.4
%     (1)
    
    Assumes selling commissions equal to 7.0% of gross offering
    proceeds for shares of our common stock sold pursuant to the
    primary offering, which commissions may be reduced under certain
    circumstances, 54




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and a dealer manager fee equal to 3.0% of gross offering
    proceeds for shares of our common stock sold pursuant to the
    primary offering. However, our dealer manager may, from time to
    time, enter into selected dealer agreements that provide for
    reduced selling commissions and an increased dealer manager fee,
    provided that in no event will the aggregate of the selling
    commissions and the dealer manager fee be greater than 10.0% of
    the gross offering proceeds for shares of our common stock sold
    pursuant to the primary offering. In addition, the amount of
    selling commissions we pay may be reduced under certain
    circumstances for volume discounts and other types of sales. See
    the Plan of Distribution section of this prospectus
    for a description of these provisions.(2)
    
    Other organizational and offering expenses consist of
    reimbursement of, among other items, the cumulative cost of
    actual legal, accounting, printing and other accountable
    offering expenses, including, but not limited to, amounts to
    reimburse our advisor for marketing, salaries and direct
    expenses of its employees, employees of its affiliates and
    others while engaged in registering and marketing shares of our
    common stock to be sold in this offering. Activities of our
    advisor that may be reimbursed include, but are not limited to,
    development of marketing materials and marketing presentations,
    participating in due diligence and coordinating generally the
    marketing process for this offering. Our advisor will be
    responsible for the payment of our cumulative other
    organizational and offering expenses to the extent they exceed
    1.0% of the aggregate gross proceeds from the sale of shares of
    our common stock pursuant to the primary offering without
    recourse against or reimbursement by us.(3)
    
    Until required in connection with the acquisition of real estate
    or real estate-related investments, the net proceeds of this
    offering may be invested in short-term, highly-liquid
    investments including government obligations, bank certificates
    of deposit, short-term debt obligations and interest-bearing
    accounts or other authorized investments as determined by our
    board of directors.(4)
    
    Acquisition fees include any and all fees paid by any party to
    any person in connection with the purchase, development or
    construction of real properties. Acquisition fees do not include
    acquisition expenses. We will pay our advisor or one of its
    affiliates acquisition fees of up to 3.0% of the contract
    purchase price of each property we acquire. Our advisor or its
    affiliates will be entitled to receive acquisition fees for
    properties acquired with funds raised in this offering,
    including acquisitions completed after the termination of the
    advisory agreement, or funded with net proceeds from the sale of
    a property or real estate-related investment, subject to certain
    conditions. We may pay our advisor or its affiliates up to 4.0%
    of the total development cost of any development property and up
    to 2.0% of the origination or purchase price of any real
    estate-related investment. For purposes of this table, we have
    assumed that (a) no real estate-related investments will be
    originated or acquired, (b) no payments for development
    fees will be made and (c) no debt will be incurred with
    respect to any property acquisition. However, as disclosed
    throughout this prospectus, we have used, and expect to continue
    to use, leverage, which results in higher fees paid to our
    advisor and its affiliates. Assuming, in addition to our other
    assumptions, a maximum leverage of 65.0% of our assets, the
    maximum acquisition fees would be approximately $74,064,000.
    These assumptions may change due to different factors including
    changes in the allocation of shares of our common stock between
    the primary offering and the DRIP, the extent to which proceeds
    from the DRIP are used to repurchase shares of our common stock
    pursuant to our share repurchase plan and the extent to which we
    make real estate-related investments. To the extent that we
    issue new shares of our common stock outside of this offering or
    interests in our operating partnership in order to acquire real
    properties then the acquisition fees and amounts invested in
    real properties will exceed the amount stated above.(5)
    
    Although we do not anticipate establishing a general working
    capital reserve out of the proceeds from this offering, we may
    establish capital reserves with respect to particular
    investments. See the Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    section in our Annual Report on
    Form 10-K
    that is incorporated into this prospectus for a discussion of
    the capital plan that our advisor will establish for each of our
    investments.(6)
    
    Includes amounts anticipated to be invested in assets and all
    expenses actually incurred in connection with selecting,
    evaluating and acquiring such assets, which will be reimbursed
    regardless of whether an asset is acquired. 55




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SELECTED
    FINANCIAL DATA  Form 10-K,
    September 30,


December 31,


December 31,


January 10, 2006Selected Financial Data

2008


2007


2006


(Date of Inception)BALANCE SHEET DATA:Total assets

$
349,694,000


$
228,814,000


$
67,214,000


$
201,000Mortgage loan payables, net

$
217,780,000


$
139,318,000


$
19,218,000


$
Stockholders equity

$
103,072,000


$
66,056,000


$
14,247,000


$
201,000   Period fromJanuary 10, 2006Nine Months





(Date of Inception)Ended


Year Ended


throughSeptember 30,


December 31,


December 31,2008


2007


2006STATEMENT OF OPERATIONS DATA:Total revenues

$
22,457,000


$
12,705,000


$
659,000Loss from continuing operations

$
(9,149,000)


$
(5,579,000)


$
(523,000)Net loss

$
(9,149,000)


$
(5,579,000)


$
(523,000)Loss per share  basic and diluted(1):Loss from continuing operations

$
(0.80)


$
(1.10)


$
(1.99)Net loss

$
(0.80)


$
(1.10)


$
(1.99)STATEMENT OF CASH FLOWS DATA:Cash flows provided by operating activities

$
2,939,000


$
2,195,000


$
301,000Cash flows used in investing activities

$
(126,738,000)


$
(126,965,000)


$
(63,991,000)Cash flows provided by financing activities

$
125,617,000


$
125,010,000


$
65,144,000OTHER DATA:Distributions declared

$
6,006,000


$
3,519,000


$
145,000Distributions declared per share

$
0.52


$
0.68


$
0.14     (1)
    
    Net loss per share is based upon the weighted average number of
    shares of our common stock outstanding. Distributions by us of
    our current and accumulated earnings and profits for federal
    income tax purposes are taxable to stockholders as ordinary
    income. Distributions in excess of these earnings and profits
    generally are treated as a non-taxable reduction of the
    stockholders basis in the shares of our common stock to
    the extent thereof (a return of capital for tax purposes) and,
    thereafter, as taxable gain. These distributions in excess of
    earnings and profits will have the effect of deferring taxation
    of the distributions until the sale of the stockholders
    common stock. 56




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OUR
    PERFORMANCE  Funds
    From Operations
            Three Months EndedSeptember 30,


June 30,


March 31,


December 31,2008


2008


2008


2007Net loss

$
(3,169,000)


$
(3,060,000)


$
(2,920,000)


$
(2,132,000)Add:Depreciation and amortization  consolidated properties


3,164,000



2,525,000



2,594,000



2,055,000FFO

$
(5,000)


$
(535,000)


$
(326,000)


$
(77,000)FFO per share  basic and diluted

$



$
(0.05)


$
(0.03)


$
(0.01)Weighted average common shares outstanding  basic and
    diluted


13,499,942



11,368,448



9,368,150



7,590,409    57




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##### Table of Contents



Net
    Operating Income
        Nine Months Ended


Year EndedSeptember 30,


December 31,2008


2007Net loss

$
(9,149,000
)

$
(5,579,000
)Add:General and administrative


3,453,000



2,383,000Depreciation and amortization


8,283,000



5,385,000Interest expense


8,407,000



4,386,000Less:Interest and dividend income


(20,000
)


(91,000
)Other income, net






(2,000
)Minority interest


(1,000
)


Net operating income

$
10,973,000


$
6,482,000   Information
    Regarding Our Distributions
      on-site
 58




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59




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##### Table of Contents



INVESTMENT
    OBJECTIVES, STRATEGY AND CRITERIA  Investment
    Objectives
    
    stable cash flows available for distribution to our stockholders;
    preservation, protection and return of capital; and
    growth of income and principal without taking undue risk.    
    invest in income-producing real estate and real estate-related
    investments in a manner which permits us to continue to qualify
    as a REIT for federal income tax purposes; and
    realize capital appreciation upon the ultimate sale of our
    properties.      Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
  and/or
    Leveraging
    the Experience of Our Management
     60




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Current
    Market Opportunities
            Investment
    Strategy
       61




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Acquisition
    Standards
  and/or
  lease-up lease-up lease-up lease-up
 62




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##### Table of Contents



month-to-month 12-month
      
    We intend to purchase apartment communities at favorable prices
    and obtain immediate income from tenant rents, with the
    potential for appreciation in value over time.
    We intend to preserve capital through selective acquisitions and
    professional management, whereby we intend to increase rental
    rates, maintain high economic occupancy rates, reduce tenant
    turnover, make value-enhancing and income-producing capital
    improvements, where appropriate, and control operating costs and
    capital expenditures.
    We seek to acquire premier apartment communities in growth
    markets, at attractive prices relative to replacement cost, that
    provide the opportunity to improve operating performance through
    professional management, marketing and selective leasing and
    renovation programs.    
    geographic location and type;
    construction quality and condition;
    potential for capital appreciation;
    the general credit quality of current and potential tenants;
    the potential for rent increases;
    the interest rate environment;
    potential for economic growth in the tax and regulatory
    environment of the community in which the property is located;
    potential for expanding the physical layout of the property;
    occupancy and demand by tenants for properties of a similar type
    in the same geographic vicinity;
    prospects for liquidity through sale, financing or refinancing
    of the property;
    competition from existing properties and the potential for the
    construction of new properties in the area; and
    treatment under applicable federal, state and local tax and
    other laws and regulations. 63




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##### Table of Contents




    changes in general economic or local conditions;
    changes in supply of or demand for similar competing properties
    in an area;
    changes in interest rates and availability of permanent mortgage
    funds, which may render the sale of a property difficult or
    unattractive;
    changes in tax, real estate, environmental and zoning laws;
    periods of high interest rates and tight money supply which may
    make the sale of properties more difficult;
    tenant turnover; and
    general overbuilding or excess supply in the market area.    Property
    Acquisition
       64




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Demographic
    Investing
    Age.
  
    SeniorsThe 65+ age group who are the
    elders of the baby boomers.
    BoomersBorn between 1946 and 1964,
    the American Hospital Association and First Consulting Group
    state that this group controls approximately 75.0% of the United
    States assets.
    Echo boomersBorn between 1982 and
    1994, this group represents the children of the boomers.  Essential Needs.
  
    SeniorsOlder retirees may prefer the
    ease of living associated with renting such as senior housing
    and small apartments, instead of dealing with the expenses and
    burden of home ownership.
    Boomers This aging population, currently the
    largest, controls the largest percent of U.S. financial
    assets according to the American Hospital Association and First
    Consulting Group. As their children reach adulthood and move out
    or go off to college, they may be more likely to consider
    renting smaller, luxury apartments or condominiums.
    Echo Boomers This group, most likely to rent
    apartments, is entering their household formation years which is
    helping to fuel new demand for apartments, according to the
    Joint Center for Housing Studies of Harvard University, or JCHS.
    With approximately 4,000,000 echo boomers turning 21 every year,
    in fast growing areas, the existing housing stock will be unable
    to accommodate the rising number of young households according
    to a study by the JCHS.   65




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Geographic Regions.
  Joint
    Ventures
      
    there are no duplicate property management or other fees;
    the investment of each entity is on substantially the same terms
    and conditions as those received by other joint
    venturers; and
    we have a right of first refusal to acquire the property if the
    other joint venturers wish to sell their interests in the
    property.      Description
    of Our Leases
    Our
    Operating Partnership
  day-to-day
 66




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Our
    Strategies and Policies With Respect to Borrowing
            Sale or
    Disposition of Properties
   67




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
    we believe the value of a property might decline substantially;
    an opportunity has arisen to improve other properties;
    we can increase cash flows through the disposition of the
    property; or
    we believe the sale of the property is in our best interest.    Our
    Long-Term Investment Objectives
   68




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Changes
    in Our Investment Objectives
          Review of
    Investment Policies
   69




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Investment
    Policies and Limitations
    
    make investments in unimproved property in excess of 10.0% of
    our total assets (as used herein, unimproved
    property means any investment with the following
    characteristics: (a) an equity interest in real property
    which was not acquired for the purpose of producing rental or
    other operating income; (b) has no development or
    construction in process on such land; and (c) no
    development or construction on such land is planned to commence
    within one year);
    invest in commodities or commodity futures contracts, except for
    futures contracts when used solely for the purpose of hedging in
    connection with our ordinary business of investing in real
    estate assets;
    invest in real estate contracts of sale, otherwise known as land
    sale contracts, unless such contracts of sale are in recordable
    form and appropriately recorded in the chain of title;
    make or invest in mortgage loans unless an appraisal is obtained
    concerning the underlying property except for those mortgage
    loans insured or guaranteed by a government or government
    agency. In cases where a majority of our independent directors
    determines, and in all cases in which the transaction is with
    any of our directors, our advisor or any of their respective
    affiliates, such appraisal shall be obtained from an independent
    appraiser. We will maintain such appraisal in our records for at
    least five years and it will be available for your inspection
    and duplication. We will also obtain a mortgagees or
    owners title insurance policy as to the priority of the
    mortgage;
    make or invest in mortgage loans on any one property if the
    aggregate amount of all mortgage loans on such property,
    including our loans, would exceed an amount equal to 85.0% of
    the appraised value of such property as determined by appraisal
    unless substantial justification exists for exceeding such limit
    because of the presence of other underwriting criteria;
    make or invest in mortgage loans that are subordinate to any
    lien or other indebtedness of any of our directors, our advisor,
    our sponsor or any of our affiliates;
    issue equity securities redeemable solely at the option of the
    holder (this limitation, however, does not limit or prohibit the
    operation of our share repurchase plan);
    issue debt securities unless the historical debt service
    coverage (in the most recently completed fiscal year) as
    adjusted for known changes is anticipated to be sufficient to
    properly service that higher level of debt;
    issue equity securities on a deferred payment basis or other
    similar arrangement;
    issue options or warrants to purchase shares of our stock to our
    advisor, any of our directors, our sponsor or any of their
    respective affiliates except on the same terms, if any, as the
    options or warrants are sold to the general public; options or
    warrants may be issued to persons other than our directors, our
    advisor, our sponsor or any of their respective affiliates, but
    not at exercise prices less than the fair market value of the
    underlying securities on the date of grant and not for
    consideration (which may include services) that in the judgment
    of our independent directors has a market value less than the
    value of such options or warrants on the date of grant;
    engage in investment activities that would cause us to be
    classified as an investment company under the Investment Company
    Act; or
    make any investment that is inconsistent with our objectives of
    remaining qualified as a REIT unless and until our board of
    directors determines, in its sole discretion, that REIT
    qualification is not in our best interest. 70




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Real
    Estate-Related Investments
    Making
    Loans and Investments in Mortgages
      
    except for differences attributable to adjustable rate loans,
    equal periodic payments on a schedule that would be sufficient
    to fully amortize the loan over a 20- to
    40-year
    period;
    payments of interest only for a period of not greater than ten
    years with the remaining balance payable in equal periodic
    payments on a schedule that would fully amortize the loan over a
    20- to
    30-year
    period; or
    payment of a portion of the current stated interest and deferral
    of the remaining interest for a period not greater than five
    years, with the remaining principal and interest payable in
    equal periodic payments on a schedule that would fully amortize
    the loan over a 20- to
    35-year
    period.    Investing
    in Securities
  non-U.S. dollar
   71




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
    positioning the overall portfolio to achieve an optimal mix of
    real estate and securities investments;
    diversification benefits relative to the rest of the securities
    assets within our portfolio;
    fundamental securities analysis;
    quality and sustainability of underlying property cash flows;
    broad assessment of macroeconomic data and regional property
    level supply and demand dynamics;
    potential for delivering high current income and attractive
    risk-adjusted total returns; and
    additional factors considered important to meeting our
    investment objectives.  and/or
  Appraisals
  member-in-good-standing
  Reserves
    Other
    Strategies
     72




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distributions-in-kind,
  
    distributions of beneficial interests in a liquidating trust
    established for the dissolution of our company and the
    liquidation of our assets in accordance with the terms of the
    MGCL; or
    distributions of property which meet all of the following
    conditions:  
    our board of directors advises each stockholder of the risks
    associated with direct ownership of the property;
    our board of directors offers each stockholder the election of
    receiving in-kind property distributions; and
    our board of directors distributes in-kind property only to
    those stockholders who accept the directors offer.  Distributions
           73




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DESCRIPTION
    OF REAL ESTATE    Ownership


Type of


Number





Purchase


Contract


Mortgage


MaturityProperty Name

Interest


Property


of Units


Occupancy


Date


Purchase Price


Debt(1)


Date


LocationWalker Ranch Apartment Homes


100
%


apartment



325



92.9
%


10/31/2006


$
30,750,000


$
20,000,000



5/11/2017


San Antonio, TXHidden Lake Apartment Homes


100
%


apartment



380



94.5
%


12/28/2006


$
32,030,000


$
19,218,000



1/11/2017


San Antonio, TXPark at Northgate


100
%


apartment



248



92.7
%


6/12/2007


$
16,600,000


$
10,295,000



8/1/2017


Spring, TXResidences at Braemar


100
%


apartment



160



91.9
%


6/29/2007


$
15,000,000


$
9,513,000



6/1/2015


Charlotte, NCBaypoint Resort


100
%


apartment



350



91.4
%


8/2/2007


$
33,250,000


$
21,612,000



8/1/2017


Corpus Christi, TXTowne Crossing Apartments


100
%


apartment



268



92.5
%


8/29/2007


$
21,600,000


$
15,046,000



11/1/2014


Mansfield, TXVillas of El Dorado


100
%


apartment



248



88.3
%


11/2/2007


$
18,000,000


$
13,600,000



12/1/2016


McKinney, TXThe Heights at Olde Towne


100
%


apartment



148



94.6
%


12/21/2007


$
17,000,000


$
10,475,000



1/1/2018


Portsmouth, VAThe Myrtles at Olde Towne


100
%


apartment



246



86.6
%


12/21/2007


$
36,000,000


$
20,100,000



1/1/2018


Portsmouth, VAArboleda Apartments


100
%


apartment



312



84.9
%


3/31/2008


$
29,250,000


$
17,651,000



4/1/2015


Cedar Park, TXCreekside Crossing


100
%


apartment



280



91.1
%


6/26/2008


$
25,400,000


$
17,000,000



7/1/2015


Lithonia, GAKedron Village


100
%


apartment



216



88.4
%


6/27/2008


$
29,600,000


$
20,000,000



7/1/2015


Peachtree City, GACanyon Ridge Apartments


100
%


apartment



350



85.4
%


9/15/2008


$
36,050,000


$
24,000,000



10/1/2015


Hermitage, TN     (1)
    
    As of December 31, 2008, we had 10 fixed rate and three
    variable rate mortgage loans with effective rates ranging from
    2.61% to 5.94% and a weighted average effective interest rate of
    4.76% per annum. Most of the mortgage loan payables may be
    prepaid in whole but not in part, subject to prepayment
    premiums. In the event of prepayment, the amount of the
    prepayment premium will be paid according to the terms of the
    applicable loan document. All but two of our mortgage loan
    payables have monthly interest-only payments. The mortgage loan
    payables associated with Residences at Braemar and Towne
    Crossing Apartments have monthly principal and interest payments.  Properties OwnedAs a Percentage ofState

Number


Aggregate Purchase PriceTexas


7



53.3
%Georgia


2



16.1Virginia


2



15.6Tennessee


1



10.6North Carolina


1



4.4Total


13



100
%     2004(1)


2005(1)


2006(2)


2007(2)


2008(2)Average Effective Monthly Rent per Unit


N/A



N/A


$
889.38


$
891.01


$
934.06Occupancy Rate


N/A



N/A



97.7
%


91.5
%


90.3
%     (1)
    
    We were initially capitalized on January 10, 2006 and
    therefore we consider that our date of inception. We purchased
    our first property on October 31, 2006.(2)
    
    Based on leases in effect as of December 31, 2006, 2007,
    and 2008, respectively. 74




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Unsecured
    Note Payables to Affiliate
        Wachovia
    Loan
       75




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Depreciation
    Property Name

Depreciable Tax BasisWalker Ranch Apartment Homes

$
28,790,000Hidden Lake Apartment Homes


30,242,000Park at Northgate


13,703,000Residences at Braemar


13,510,000Baypoint Resort


29,447,000Towne Crossing Apartments


20,368,000Villas of El Dorado


17,019,000The Heights at Olde Towne


15,294,000The Myrtles at Old Towne


33,703,000Arboleda Apartments


26,352,000Creekside Crossing


21,255,000Kedron Village


26,748,000Canyon Ridge Apartments


33,738,000$
310,169,000  76




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##### Table of Contents



MANAGEMENT
    OF OUR COMPANY  Board of
    Directors
                Duties of
    Directors
    
    approving and overseeing our overall investment strategy, which
    will consist of elements such as (1) allocation of
    percentages of capital to be invested in real estate and real
    estate-related investments, (2) allocation of percentages
    of capital to be invested in apartment communities and other
    income-producing commercial properties, (3) diversification
    strategies, (4) investment selection criteria and
    (5) investment disposition strategies;
    approving all real estate acquisitions, developments and
    dispositions, including the financing of such acquisitions and
    developments; 77




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
    approving specific discretionary limits and authority to be
    granted to our advisor in connection with the purchase and
    disposition of real estate-related investments that fit within
    the asset allocation framework;
    approving and overseeing our debt financing strategy;
    approving and monitoring the performance of our advisor;
    approving joint ventures, limited partnerships and other such
    relationships with third parties;
    determining our distribution strategy and authorizing
    distributions from time to time;
    approving amounts available for repurchases of shares of our
    common stock; and
    approving a liquidity event, such as the listing of the shares
    of our common stock on a national securities exchange, the
    liquidation of our portfolio, our merger with another company or
    similar transaction providing liquidity to our stockholders.          
    the amount of the advisory fee in relation to the size,
    composition and performance of our portfolio;
    the success of our advisor in generating opportunities that meet
    our investment objectives;
    the fees charged to similar REITs and to investors other than
    REITs by advisors performing similar services;
    additional revenues realized by our advisor and any affiliate
    through their relationship with us, including acquisition fees,
    servicing and other fees, whether paid by us or by others with
    whom we do business; 78




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
    the quality and extent of the service and advice furnished by
    our advisor;
    the performance of our portfolio, including income, conservation
    or appreciation of capital, frequency of problem investments and
    competence in dealing with distress situations; and
    the quality of our portfolio relative to the investments
    generated by our advisor for its own account.  Directors
    and Executive Officers
    Name

Age*

PositionStanley J. (Jay) Olander, Jr.


54


Chief Executive Officer, President and Chairman of the Board of
    DirectorsDavid L. Carneal


45


Executive Vice President and Chief Operating OfficerGustav G. Remppies


48


Executive Vice President and Chief Investment OfficerShannon K S Johnson


31


Chief Financial OfficerCora Lo


34


Assistant SecretaryAndrea R. Biller


59


DirectorGlenn W. Bunting, Jr.


64


Independent DirectorRobert A. Gary, IV


55


Independent DirectorW. Brand Inlow


55


Independent Director     *
    
    As of February 17, 2009.  Stanley J. (Jay) Olander, Jr.
  David L. Carneal
  Gustav G. Remppies
 79




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Shannon K S Johnson
  Cora Lo
  Andrea R. Biller
  Glenn W. Bunting, Jr.
  Robert A. Gary, IV
 80




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##### Table of Contents



W. Brand Inlow
  Committees
    of Our Board of Directors
    Audit Committee.
  
    makes recommendations to our board of directors concerning the
    engagement of independent public accountants;
    reviews the plans and results of the audit engagement with the
    independent public accountants;
    approves professional services provided by, and the independence
    of, the independent public accountants;
    considers the range of audit and non-audit fees; and
    consults with the independent public accountants regarding the
    adequacy of our internal accounting controls.  Executive Committee.
  Acquisition Committee.
 81




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Compensation Committee.
  Nominating and Corporate Governance
    Committee.
  Director
    Compensation
    
    Annual Retainer.  Our independent directors
    receive an annual retainer of $15,000.
    Meeting Fees.  Our independent directors
    receive $1,000 for each board meeting and executive committee
    meeting attended in person or by telephone, and $500 for each
    committee meeting, other than an executive committee meeting,
    attended in person or by telephone, and an additional $2,000 to
    the audit committee chairman for each audit committee meeting
    attended in person or by telephone. If a board meeting is held
    on the same day as a committee meeting, an additional fee will
    not be paid for attending the committee meeting, except to the
    audit committee chairman.
    Equity Compensation.  Upon initial election to
    the board, each independent director receives 1,000 shares
    of restricted common stock, and an additional 1,000 shares
    of restricted common stock upon his or her subsequent election
    each year. The restricted shares vest as to 20.0% of the shares
    on the date of grant and on each anniversary thereafter over
    four years from the date of grant.
    Other Compensation.  We reimburse our directors
    for reasonable out-of-pocket expenses incurred in connection
    with attendance at meetings, including committee meetings, of
    our board of directors. Our independent directors do not receive
    other benefits from us.   82




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##### Table of Contents



Executive
    Officer Compensation
  and/or
  Compensation
    Committee Interlocks
    2006
    Incentive Award Plan
      Awards
    Pursuant to the 2006 Plan
           83




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##### Table of Contents




    net income;
    pre-tax income;
    operating income;
    cash flows;
    earnings per share;
    earnings before interest, taxes, depreciation
    and/or
    amortization;
    return on equity;
    return on invested capital or assets;
    FFO; 84




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##### Table of Contents




    cost reductions or savings; or
    appreciation in the fair market value of a share of our common
    stock.    Automatic
    Grants of Restricted Stock to Independent
    Directors
    Amendment
    and Termination of the 2006 Plan
      Limited
    Liability and Indemnification of Directors, Officers and
    Others
    
    an act or omission of the director or officer was material to
    the cause of action adjudicated in the proceeding, and was
    committed in bad faith or was the result of active and
    deliberate dishonesty;
    the director or officer actually received an improper personal
    benefit in money, property or services; or
    with respect to any criminal proceeding, the director or officer
    had reasonable cause to believe his or her act or omission was
    unlawful.   85




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##### Table of Contents




    the indemnitee determined, in good faith, that the course of
    conduct which caused the loss or liability was in our best
    interest;
    the indemnitee was acting on our behalf or performing services
    for us;
    in the case of affiliated directors, our advisor or its
    affiliates, the liability or loss was not the result of
    negligence or misconduct by the party seeking
    indemnification; and
    in the case of our independent directors, the liability or loss
    was not the result of gross negligence or willful misconduct by
    the party seeking indemnification.      
    the proceeding relates to acts or omissions with respect to the
    performance of duties or services on our behalf;
    the indemnitee provides us with written affirmation of his or
    her good faith belief that he or she has met the standard of
    conduct necessary for indemnification;
    the legal proceeding was initiated by a third party who is not a
    stockholder or, if by a stockholder acting in his or her
    capacity as such, a court of competent jurisdiction approves
    such advancement; and
    the indemnitee provides us with a written agreement to repay the
    amount paid or reimbursed, together with the applicable legal
    rate of interest thereon, if it is ultimately determined that he
    or she did not comply with the requisite standard of conduct and
    is not entitled to indemnification.       86




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
    there has been a successful adjudication on the merits of each
    count involving alleged securities law violations;
    such claims have been dismissed with prejudice on the merits by
    a court of competent jurisdiction; or
    a court of competent jurisdiction approves a settlement of the
    claims against the indemnitee and finds that indemnification of
    the settlement and the related costs should be made, and the
    court considering the request for indemnification has been
    advised of the position of the SEC and of the published position
    of any state securities regulatory authority in the state in
    which our securities were offered as to indemnification for
    violations of securities laws.    Grubb &
    Ellis and Grubb & Ellis Realty Investors
         87




---



##### Table of Contents



Name

Age*

PositionGary H. Hunt


60


Interim Chief Executive Officer and Director of Grubb &
    EllisRichard W. Pehlke


55


Executive Vice President and Chief Financial Officer of Grubb
    & EllisJacob Van Berkel


48


Executive Vice President, Chief Operating Officer and President,
    Real Estate Services, of Grubb & EllisAndrea R. Biller


59


General Counsel, Executive Vice President and Secretary of Grubb
    & Ellis; General Counsel and Executive Vice President of
    Grubb & Ellis Realty Investors; and Secretary of Grubb
    & Ellis SecuritiesJeffrey T. Hanson


38


Executive Vice President, Investment Programs, of Grubb &
    Ellis; President and Chief Investment Officer of Grubb &
    Ellis Realty Investors; President and Chief Executive Officer of
    RealtyStanley J. Olander, Jr.


54


Executive Vice President, Multifamily Division, of Grubb &
    EllisDylan Taylor


38


President of Global Client Services of Grubb & Ellis;
    President of Grubb & Ellis Management Services, Inc.Kevin K. Hull


42


Chief Executive Officer and President of Grubb & Ellis
    Securities     *
    
    As of February 17, 2009.    Gary H. Hunt
  Richard W. Pehlke
 88




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##### Table of Contents



Jacob Van Berkel
  Jeffrey T. Hanson
  Dylan Taylor
  Kevin K. Hull
  Our
    Advisor
   89




---



##### Table of Contents



Name

Age*

PositionStanley J. (Jay) Olander, Jr.


54


Chief Executive Officer and PresidentDavid L. Carneal


45


Executive Vice President and Chief Operating OfficerGustav G. Remppies


48


Executive Vice President and Chief Investment Officer     *
    
    As of February 17, 2009.    The
    Advisory Agreement
    
    is responsible for our day-to-day operations;
    administers our bookkeeping and accounting functions;
    serves as our consultant in connection with strategic decisions
    to be made by our board of directors;
    manages or causes to be managed our properties and other
    assets; and
    renders other property-level services if our board of directors
    requests.    Expenses.
 90




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##### Table of Contents



Term.
      
    perform the advisory function for our company; and
    justify the compensation provided for in the contract with our
    company.    and/or
 91




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Our Right of First Opportunity.
  Possible Internalization. and/or
  Indemnification.
  
    the indemnified person determined, in good faith, that the
    course of conduct that caused a loss or liability was in our
    best interest;
    the indemnified person was acting on behalf of, or performing
    services for, our company;
    such liability or loss was not the result of negligence or
    misconduct; and
    such indemnification or agreement to hold harmless is
    recoverable only out of our net assets and not from our
    stockholders.  Other Services.
 92




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COMPENSATION
    TABLE    Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountOffering StageSelling Commissions
    (our dealer manager)(1)

Generally, up to 7.0% of gross offering proceeds from the sale
    of shares of our common stock pursuant to the primary offering
    (all or a portion of which may be reallowed by our dealer
    manager to participating broker-dealers). No selling commissions
    are payable on shares of our common stock sold pursuant to the
    DRIP.

Actual amount depends upon the number of shares of our common
    stock sold. We estimate that we will pay a total of $70,000,000
    if we sell the maximum offering.Dealer Manager Fee (our dealer manager)(1)

Generally, up to 3.0% of gross offering proceeds from the sale
    of shares of our common stock pursuant to the primary offering
    (all or a portion of which may be reallowed by our dealer
    manager to participating broker-dealers). No dealer manager fee
    is payable on shares of our common stock sold pursuant to the
    DRIP.

Actual amount depends upon the number of shares of our common
    stock sold. We estimate that we will pay a total of $30,000,000
    if we sell the maximum offering.Other Organizational and Offering Expenses (our advisor or its
    affiliates)(2)

Up to 1.0% of gross offering proceeds for shares of our common
    stock sold pursuant to the primary offering. No other
    organizational and offering expenses will be reimbursed with
    respect to shares of our common stock sold pursuant to the DRIP.

Actual amount depends upon the number of shares of our common
    stock sold. We estimate that we will pay a total of $10,000,000
    if we sell the maximum offering.Acquisition StageAcquisition Fees (our advisor or its affiliates)(3)(4)

Up to 3.0% of the contract purchase price of each property we
    acquire, up to 4.0% of the total development cost of any
    development property, or up to 2.0% of the origination or
    purchase price of any real estate-related investment, as
    applicable.

Actual amount depends upon the purchase price of properties
    acquired.  We estimate that we will pay a total of $25,922,000
    if we sell the maximum offering.Reimbursement of Acquisition Expenses (our advisor or its
    affiliates)(4)

All expenses actually incurred related to selecting, evaluating
    and acquiring assets, which will be paid regardless of whether
    an asset is acquired.

Actual amount depends upon the actual expenses incurred, and,
    therefore, cannot be determined at this time. 93




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Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountOperational StageAsset Management Fee (our advisor or its affiliates)(5)

An amount equal to 0.5% per annum of average invested assets.
    The asset management fee is calculated and payable monthly in
    cash or shares of our common stock, at the option of our advisor
    or one of its affiliates, not to exceed one-twelfth of 0.5% of
    our average invested assets as of the last day of the
    immediately preceding quarter; provided that effective January
    1, 2009, our advisor has agreed to waive the asset management
    fee until the quarter following the quarter in which we generate
    funds from operations, or FFO, sufficient to cover 100% of the
    distributions declared to our stockholders for such quarter. For
    purposes of calculating FFO, non-recurring charges including,
    but not limited to, acquisition-related expenses, amortization
    of deferred financing fees on our line of credit or other
    equivalent mezzanine financing, interest expense associated with
    our line of credit, our loans from NNN Realty Advisors, an
    affiliate of our advisor, or other mezzanine loans, and gains or
    losses on future interest rate swaps, will be excluded. Average
    invested assets include any property-related debt; therefore,
    fully leveraging our portfolio could increase the asset
    management fee payable to our advisor or one of its affiliates.

Actual amount depends upon the average invested assets, and,
    therefore, cannot be determined at this time.Property Management Fees (Realty or Residential Management)(6)

Up to 4.0% of the gross monthly cash receipts from each property
    managed by the respective property manager, some of which may be
    reallowed to a third-party property manager.

Actual amount depends upon the gross monthly cash receipts of
    the properties, and, therefore, cannot be determined at this
    time. 94




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Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountCompensation for Additional Services (our advisor or its
    affiliates)

If we request our advisor or one of its affiliates to render
    services for our company other than those required to be
    rendered by our advisor under the advisory agreement, the
    additional services, if our advisor elects to perform them, will
    be compensated separately on terms to be agreed upon between our
    advisor or its affiliate and us.  The rate of compensation for
    these services must be approved by a majority of our board of
    directors, including a majority of our independent directors,
    and cannot exceed the amount that would be paid to unaffiliated
    third parties for similar services.

Actual amount depends upon the services provided, and,
    therefore, cannot be determined at this time.Operating Expenses (our advisor or its affiliates)(5)

We reimburse our advisor or its affiliates for operating
    expenses incurred in rendering services to us, subject to
    certain limitations.

Actual amount depends upon the services provided, and,
    therefore, cannot be determined at this time.Liquidity StageDisposition Fees (our advisor or its affiliates)(7)

Up to the lesser of 1.75% of the contract sales price of each
    property or 50.0% of a competitive real estate commission that
    would have been paid to a third party. The amount of disposition
    fees paid, when added to the real estate commissions paid to
    unaffiliated parties, will not exceed the lesser of the
    customary competitive real estate commission or an amount equal
    to 6.0% of the contract sales price.

Actual amount depends upon the sale price of properties, and,
    therefore, cannot be determined at this time. 95




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Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountSubordinated Participation Interest (our advisor)

Our advisor has a subordinated participation interest in our
    operating partnership pursuant to which our advisor will receive
    cash distributions from our operating partnership under the
    following circumstances: Incentive Distribution upon
Sales(8)

Equal to 15.0% of the net proceeds of the sale of the property
    after we have received, and paid to our stockholders, the sum
    of:
        our invested capital; and
        any shortfall in our 8.0% annual     cumulative,
    non-compounded
     return on our adjusted invested
     capital.
    Until such time as stockholders receive such 8.0% return, our
    advisor will not receive any incentive distributions. There is
    no assurance we will be able to pay an annual 8.0% return to our
    stockholders.  Thus, the 8.0% return is disclosed solely as a
    measure for our advisors incentive compensation.

Actual amount depends upon the sale price of properties, and,
    therefore, cannot be determined at this time. Incentive Distribution upon
Listing(9)

In the event of termination of the advisory agreement due to
    listing of the shares of our common stock on a national
    securities exchange, our advisor will be entitled to an
    incentive distribution equal to 15.0% of the amount, if any, by
    which (1) the market value of our outstanding common stock plus
    distributions paid by us prior to listing, exceeds (2) the sum
    of the gross proceeds from the sale of shares of our common
    stock plus an 8.0% per annum cumulative, non-compounded return
    on the gross proceeds from the sale of shares of our common
    stock. This distribution may be in the form of cash, units of
    limited partnership interest in our operating partnership or
    shares of our common stock.

Actual amount depends upon the market value of our common stock
    at the time of listing, among other factors, and, therefore,
    cannot be determined at this time. 96




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Type of Compensation

Description and(Recipient)

Method of Computation

Estimated AmountThere is no assurance we will be able to pay an annual 8.0%
    return to our stockholders. Thus, the 8.0% return is disclosed
    solely as a measure for our advisors incentive
    compensation. Upon our advisors receipt of the incentive
    distribution upon listing, our advisors special limited
    partnership units will be redeemed and our advisor will not be
    entitled to receive any further incentive distributions upon
    sales of our properties. Fees Payable upon Termination of the Advisory
Agreement

In the event of termination of the advisory agreement due to an
    internalization of our advisor in connection with our conversion
    to a self-administered REIT, our advisor will be entitled to
    compensation to be determined by negotiation between our advisor
    and our independent directors. Upon our advisors receipt
    of such compensation, our advisors special limited
    partnership units will be redeemed and our advisor will not be
    entitled to receive any further incentive distributions upon
    sales of our properties. In connection with the termination of
    the advisory agreement other than due to a listing of the shares
    of our common stock on a national securities exchange or due to
    the internalization of our advisor in connection with our
    conversion to a self-administered REIT, we may cause our
    operating partnership to redeem our advisors special
    limited partner units, for cash, units of limited partnership
    interests in our operating partnership or shares of our common
    stock, in an amount equal to what our advisor would have
    received pursuant to the incentive distribution upon sales if
    our operating partnership immediately sold all of its assets at
    fair market value.

Actual amount depends upon many factors to be negotiated between
    our advisor and our independent directors and, therefore, cannot
    be determined at this time.     (1)
    
    Assumes selling commissions equal to 7.0% of gross offering
    proceeds from the sale of shares of our common stock pursuant to
    the primary offering, which commissions may be reduced under
    certain circumstances, and a dealer manager fee equal to 3.0% of
    gross offering proceeds from the sale of shares 97




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of our common stock pursuant to the primary offering. However,
    our dealer manager may, from time to time, enter into selected
    dealer agreements that provide for reduced selling commissions
    and an increased dealer manager fee, provided that in no event
    will the aggregate of the selling commissions and the dealer
    manager fee be greater than 10.0% of the gross offering proceeds
    for shares of our common stock sold pursuant to the primary
    offering. In addition, the amount of selling commissions we pay
    may be reduced in connection with certain categories of sales,
    such as sales for which a volume discount applies, sales through
    investment advisors or banks acting as trustees or fiduciaries
    and sales to our affiliates. See the Plan of
    Distribution section of this prospectus.(2)
    
    Other organizational and offering expense reimbursement consists
    of compensation for incurrence on our behalf of legal,
    accounting, printing and other offering expenses, including for
    marketing, salaries and director expenses of our advisors
    employees, employees of its affiliates and others while engaged
    in registering and marketing the shares of our common stock.
    Activities of our advisor that may be reimbursed include, but
    are not limited to, development of marketing materials and
    marketing presentations, planning and participating in due
    diligence and marketing meetings and generally coordinating the
    marketing process for us. Our advisor will be responsible for
    the payment of our cumulative other organizational and offering
    expenses to the extent they exceed 1.0% of the aggregate gross
    offering proceeds from the sale of shares of our common stock
    pursuant to the primary offering without recourse against or
    reimbursement by us.(3)
    
    This estimate assumes the contract purchase price for our assets
    will be an amount equal to the estimated amount invested in
    assets in a maximum offering and that all of the assets
    purchased are real properties. We have assumed that no financing
    will be used to acquire assets. However, as disclosed throughout
    this prospectus, we have used, and expect to continue to use,
    leverage, which results in higher fees paid to our advisor and
    its affiliates. Assuming a maximum leverage of 65.0% of our
    assets, the maximum acquisition fees would be approximately
    $74,064,000. We pay our advisor or its affiliates the
    acquisition fee upon the closing of a real estate acquisition or
    upon the funding or acquisition of a real estate-related
    investment.(4)
    
    Acquisition expenses include any and all expenses actually
    incurred in connection with the selection, evaluation and
    acquisition of, and investment in real estate and real
    estate-related investments, including, but not limited to, legal
    fees and expenses, travel and communications expenses, cost of
    appraisals and surveys, nonrefundable option payments on
    property not acquired, accounting fees and expenses, computer
    use related expenses, architectural, engineering and other
    property reports, environmental and asbestos audits, title
    insurance and escrow fees, loan fees or points or any fee of a
    similar nature paid to a third party, however designated,
    transfer taxes, and personnel and miscellaneous expenses related
    to the selection, evaluation and acquisition of properties. We
    reimburse our advisor for acquisition expenses, whether or not
    the evaluated property is acquired. The total of all acquisition
    fees and expenses paid to our advisor or affiliates of our
    advisor, and real estate commissions and other fees paid to
    third parties, excluding development fees and construction fees
    paid to persons not affiliated with our sponsor in connection
    with the actual development and construction of a project,
    cannot exceed 6.0% of the contract purchase price of the
    property, or in the case of a loan, 6.0% of the funds advanced,
    unless fees in excess of such amount are determined to be
    commercially competitive, fair and reasonable to us by a
    majority of our directors not interested in the transaction and
    a majority of our independent directors not interested in the
    transaction.(5)
    
    We reimburse our advisor or one of its affiliates for:  
    our companys organizational and offering expenses;
    provided, however, that within 60 days after the end of the
    month in which the offering terminates, our advisor will
    reimburse our company for any organizational and offering
    expenses reimbursement received by our advisor, to the extent
    that such reimbursement exceeds the maximum amount permitted or,
    at the option of our company, such excess shall be subtracted
    from the next reimbursement of expenses to be made by us;
    acquisition expenses incurred in connection with the selection,
    evaluation and acquisition of our properties; 98




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
    the actual cost of goods and services used by us and obtained
    from entities not affiliated with our advisor, other than
    acquisition expenses;
    interest and other costs for borrowed money, including
    discounts, points and other similar fees;
    taxes and assessments on income of our company or its real
    estate-related investments;
    costs associated with insurance required in connection with our
    business or by our directors;
    expenses of managing and operating properties owned by our
    company, payable to the property manager, whether or not the
    property manager is an affiliate of our company;
    all compensation and expenses payable to our independent
    directors and all expenses payable to our non-independent
    directors in connection with their services to the company and
    the stockholders and their attendance at meetings of the
    directors and stockholders;
    expenses associated with a listing, if applicable, or with the
    issuance and distribution of our common stock, such as selling
    commissions and fees, marketing and advertising expenses, taxes,
    legal and accounting fees, listing and registration fees, and
    other organizational and offering expenses;
    expenses connected with payments of distributions in cash or
    otherwise made or caused to be made by our company to our
    stockholders;
    expenses of amending, converting, liquidating or terminating our
    company or the charter;
    expenses of maintaining communications with stockholders,
    including the cost of preparation, printing, and mailing annual
    and other stockholder reports, proxy statements and other
    reports required by governmental entities;
    administrative services expenses (including personnel costs;
    provided, however, that no reimbursement shall be made for costs
    of personnel to the extent that such personnel perform services
    in transactions for which our advisor receives a separate fee);
    transfer agent and registrars fees and charges paid to
    third parties; and
    audit, accounting, legal and other professional fees.   99




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(6)
    
    This fee is paid monthly. Realty and Residential Management may
    subcontract certain property management services to third
    parties and would be responsible for paying all fees due such
    third party contractors. Property management fees paid to third
    parties by Realty or Residential Management may be less than the
    fee we pay to Realty or Residential Management, as the case may
    be.(7)
    
    The amount paid, when added to the sums paid to unaffiliated
    parties, will not exceed the lesser of (a) the real estate
    or brokerage commission paid for the purchase or sale of the
    property which is competitive in light of the size, type and
    location of such property or (b) an amount equal to 6.0% of
    the contract sales price. We will pay the disposition fee on all
    dispositions of properties, whether made in the ordinary course
    of business, upon liquidation or otherwise.(8)
    
    Invested capital means the gross proceeds from the
    sale of the shares of our common stock in this offering. When a
    property is sold, invested capital will be reduced by the lesser
    of (a) the net sale proceeds available for distribution
    from such sale or (b) the sum of (1) the portion of
    invested capital that initially was allocated to that property
    and (2) any remaining shortfall in the recovery of our
    invested capital with respect to prior sales of properties. If
    we and, in turn, our stockholders have not received a return of
    our invested capital or if there is a shortfall in the 8.0%
    return after the sale of the last property and our advisor
    previously has received incentive distributions, other than
    those that have previously been repaid, our advisor will be
    required to repay to our operating partnership an amount of
    those distributions sufficient to cause us and, in turn, our
    stockholders to receive a full return of the invested capital
    and a full distribution of the 8.0% return. In no event will the
    cumulative amount repaid by our advisor to our operating
    partnership exceed the cumulative amount of incentive
    distributions that our advisor previously has received.(9)
    
    A listing for these purposes means the listing of our common
    stock on (a) the New York Stock Exchange, the American
    Stock Exchange, or the Nasdaq Global Market (or any successor to
    such entities), or (b) a national securities exchange (or
    tier or segment thereof) that has listing standards that the SEC
    has determined by rule are substantially similar to the listing
    standards applicable to securities described in Section
    18(b)(1)(A) of the Securities Act of 1933, as amended.    Additional
    Payments for Additional Services
    
    the goods or services must be necessary to our prudent
    operation; and
    the compensation, price or fee must be equal to the lesser of
    the compensation, price or fee we would be required to pay to
    independent parties rendering comparable services or selling or
    leasing comparable goods on competitive terms in the same
    geographic location, or the compensation, price or fee charged
    by our advisor or its affiliates for rendering comparable
    services or selling or leasing comparable goods on competitive
    terms.   100




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Limitation
    on Reimbursements
    Additional
    Important Information on Compensation to Our
    Affiliates
   101




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PRIOR
    PERFORMANCE SUMMARY  The information presented in the Prior Performance Summary,
    or Summary, represents the historical experience of real estate
    and notes programs managed by the Grubb & Ellis Group
    through December 31, 2007. Investors in our company should
    not assume that they will experience returns, if any, comparable
    to those experienced by investors in these prior real estate and
    notes programs
  Prior
    Investment Programs
      Summary
    Information
  Public
    Programs
     102




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Form 10-K Form 10-K.
  Private
    Programs
        Adverse
    Business Developments
  and/or and/or
   103




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Acquisitions
    of Properties
    No. ofProperty Type

PropertiesIndustrial


1Office


79Medical Office


27Residential


37Retail


3Healthcare-Related Facilities


3Land


2Total


152   104




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No. ofLocation

PropertiesArizona


7Arkansas


1California


12Colorado


7Delaware


1Florida


11Georgia


14Illinois


3Indiana


4Kansas


1Louisiana


1Maryland


1Massachusetts


2Minnesota


2Missouri


5Nevada


2New Jersey


2North Carolina


12Ohio


7Oregon


4Pennsylvania


3South Carolina


3Tennessee


4Texas


33Utah


1Virginia


5Wisconsin


4Total


152   No. ofMethod of Financing

PropertiesAll Debt


5All Cash


8Combination of Cash and Debt


139Total


152  105




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CONFLICTS
    OF INTEREST      Interests
    in Other Real Estate Programs
    co-invest
  Allocation
    of Our Advisors Time
   106




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and/or
  Competition
        Affiliated
    Dealer Manager
     107




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Affiliated
    Property Managers
    Lack of
    Separate Representation
    Joint
    Ventures with Affiliates of Our Advisor
  and/or
  Fees and
    Distributions to Our Advisor and its Affiliates
     108




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Interests
    in Our Investments
    Certain
    Conflict Resolution Restrictions and Procedures
    
    Except as otherwise described in this prospectus, we do not
    accept goods or services from our advisor or its affiliates
    unless a majority of our directors, including a majority of our
    independent directors, not otherwise interested in the
    transactions, approve such transactions as fair and reasonable
    to us and on terms and conditions not less favorable to us than
    those available from unaffiliated third parties.
    We do not purchase or lease any asset (including any property)
    in which our advisor, any of our directors or any of their
    respective affiliates has an interest without a determination by
    a majority of our directors, including a majority of our
    independent directors, not otherwise interested in such
    transaction, that such transaction is fair and reasonable to us
    and at a price to us no greater than the cost of the property to
    our advisor, such director or directors or any such affiliate,
    unless there is substantial justification for any amount that
    exceeds such cost and such excess amount is determined to be
    reasonable. In no event will we acquire any such asset at an
    amount in excess of its appraised value. We will not sell or
    lease assets to our advisor, any of our directors or any of
    their respective affiliates unless a majority of our directors,
    including a majority of our independent directors, not otherwise
    interested in the transaction, determine the transaction is fair
    and reasonable to us, which determination will be supported by
    an appraisal obtained from a qualified, independent appraiser
    selected by a majority of our independent directors.
    We do not make any loans to our advisor, any of our directors or
    any of their respective affiliates except loans, if any, to our
    wholly owned subsidiaries. In addition, any loans made to us by
    our advisor, our directors or any of their respective affiliates
    must be approved by a majority of our directors, including a
    majority of our independent directors, not otherwise interested
    in the transaction, as fair, competitive and commercially
    reasonable, and no less favorable to us than comparable loans
    between unaffiliated parties.
    Our advisor and its affiliates are entitled to reimbursement, at
    cost, for actual expenses incurred by them on our behalf or on
    behalf of joint ventures in which we are a joint venture
    partner, subject to the limitation on reimbursement of operating
    expenses, generally, to the extent that they exceed the greater
    of 2.0% of our average invested assets or 25.0% of our net
    income, as described in the Compensation Table
    section of this prospectus.
    Our advisory agreement provides that if our advisor identifies
    an opportunity to make an investment in one or more Class A
    income-producing multi-family properties that satisfy our
    investment objectives and are placed under contract by our
    advisor or its affiliates, then our advisor will provide us with
    the first opportunity to purchase such investment. If our board
    of directors does not affirmatively authorize us to make such
    purchase within seven days of being offered such property, then
    our advisor may offer the investment opportunity to any other
    person or entity. 109




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DISTRIBUTION
    REINVESTMENT PLAN    General
      Investment
    of Distributions
    Participant
    Accounts, Fee and Allocation of Shares of Our Common
    Stock
          Administration
   110




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Reports
    to Participants
    
    the distributions reinvested during the year;
    the number of shares of our common stock purchased during the
    year;
    the per share purchase price for such shares of our common
    stock; and
    the total number of shares of our common stock purchased on
    behalf of the participant pursuant to the DRIP.    Election
    to Participate or Terminate Participation
        Federal
    Income Tax Considerations
   111




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Amendments
    and Termination
   112




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SHARE
    REPURCHASE PLAN    Purchase Price.
  
    for stockholders who have continuously held their shares of our
    common stock for at least one year, the lower of $9.25 or 92.5%
    of the price paid per share to acquire shares of our common
    stock from us;
    for stockholders who have continuously held their shares of our
    common stock for at least two years, the lower of $9.50 or 95.0%
    of the price paid per share to acquire shares of our common
    stock from us;
    for stockholders who have continuously held their shares of our
    common stock for at least three years, the lower of $9.75 or
    97.5% of the price paid per share to acquire shares of our
    common stock from us; and
    for stockholders who have continuously held their shares of our
    common stock for at least four years, a price determined by our
    board of directors, but in no event less than 100% of the price
    paid per share to acquire shares of our common stock from us.        Holding Period.
   113




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114




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DESCRIPTION
    OF CAPITAL STOCK  General
    Common
    Stock
      
    are entitled to receive distributions authorized by our board of
    directors after payment of, or provision for, full cumulative
    distributions on and any required repurchases of shares of
    preferred stock then outstanding;
    are entitled to share ratably in the distributable assets of our
    company remaining after satisfaction of the prior preferential
    rights of the preferred stock and the satisfaction of all of our
    debts and liabilities in the event of any voluntary or
    involuntary liquidation or dissolution of our company;
    do not have preference, conversion, exchange, sinking fund or
    repurchase rights or preemptive rights to subscribe for any of
    our securities; and
    do not have appraisal rights unless our board of directors
    determines that appraisal rights apply, with respect to all or
    any classes or series of stock, to a particular transaction or
    all transactions occurring after the date of such determination
    in connection with which such holders would otherwise be
    entitled to exercise appraisal rights.    Stockholder
    Voting
      
    amend our charter, including, by way of illustration, amendments
    to provisions relating to director qualifications, fiduciary
    duty, liability and indemnification, conflicts of interest,
    investment policies or investment restrictions, except for
    amendments with respect to increases or decreases in the
    aggregate number of shares of our stock or the number of shares
    of stock of any class or series, changes in our name, changes in
    the name or other designation or the par value of any class or
    series of stock and the aggregate par value of our stock or
    certain reverse stock splits; 115




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
    sell all or substantially all of our assets other than in the
    ordinary course of our business or as otherwise permitted by law;
    cause a merger or reorganization of our company except that
    where the merger is effected through a wholly owned subsidiary
    and the consideration to be paid by us in the merger consists
    solely of cash, the merger may be approved solely by our board
    of directors unless a party to the merger is an affiliate of
    Grubb & Ellis Realty Investors or ROC REIT
    Advisors; or
    dissolve or liquidate our company.      Preferred
    Stock
    Issuance
    of Additional Securities and Debt Instruments
    Restrictions
    on Ownership and Transfer
     116




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
    the value of outstanding shares of our capital stock; or
    the value or number (whichever is more restrictive) of
    outstanding shares of our common stock.  shares-in-trust
  
    result in any person owning, directly or indirectly, shares of
    our capital stock in excess of the foregoing ownership
    limitations;
    result in our capital stock being owned by fewer than
    100 persons, determined without reference to any rules of
    attribution;
    result in our company being closely held under the
    federal income tax laws;
    cause our company to own, actually or constructively, 9.9% or
    more of the ownership interests in a tenant of our real
    property, under the federal income tax laws; or
    before our shares of stock constitute a class of
    publicly-offered securities, result in 25.0% or more
    of our shares of stock being owned by ERISA investors.  shares-in-trust,
  Shares-in-trust shares-in-trust shares-in-trust. shares-in-trust, shares-in-trust shares-in-trust
  shares-in-trust shares-in-trust shares-in-trust.
  
    the price per share such prohibited owner paid for the shares of
    capital stock that were designated as
    shares-in-trust
    or, in the case of a gift or devise, the market price per share
    on the date of such transfer; or
    the price per share received by the trust from the sale of such
    shares-in-trust.    shares-in-trust
  
    the price per share in the transaction that created such
    shares-in-trust
    or, in the case of a gift or devise, the market price per share
    on the date of such transfer; or
    the market price per share on the date that our company, or our
    designee, accepts such offer. 117




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shares-in-trust shares-in-trust
             118




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CERTAIN
    PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND
    BYLAWS    Our
    Charter and Bylaws
    Stockholders
    Meetings
    Our Board
    of Directors
      Fiduciary
    Duties
   119




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##### Table of Contents



Limitation
    on Organizational and Offering Expenses
    Limitation
    of Liability and Indemnification
      
    the act or omission of the director or officer was material to
    the matter giving rise to the proceeding and (1) was
    committed in bad faith or (2) was the result of active and
    deliberate dishonesty;
    the director or officer actually received an improper personal
    benefit in money, property or services; or
    in the case of any criminal proceeding, the director or officer
    had reasonable cause to believe that the act or omission was
    unlawful.        
    the party was acting on behalf of or performing services on the
    part of our company;
    our directors, our advisor or our advisors affiliates have
    determined, in good faith, that the course of conduct which
    caused the loss or liability was in the best interest of our
    company;
    such indemnification or agreement to be held harmless is
    recoverable only out of our net assets and not from our
    stockholders; and
    such liability or loss was not the result of:  
    negligence or misconduct by directors (other than our
    independent directors) or our advisor or their
    affiliates; or
    gross negligence or willful misconduct by our independent
    directors. 120




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
    there has been a successful determination on the merits of each
    count involving alleged securities law violations as to the
    party seeking indemnification;
    such claims have been dismissed with prejudice on the merits by
    a court of competent jurisdiction as to the party seeking
    indemnification; or
    a court of competent jurisdiction approves a settlement of the
    claims against the party seeking indemnification and finds that
    indemnification of the settlement and related costs should be
    made and the court considering the request has been advised of
    the position of the SEC and of the published opinions of any
    state securities regulatory authority in which shares of our
    stock were offered and sold as to indemnification for securities
    law violations.    
    the proceeding legal action relates to acts or omissions with
    respect to the performance of duties or services by the
    indemnified party for or on behalf of our company;
    the legal proceeding is initiated by a third party who is not a
    stockholder of our company or the legal proceeding is initiated
    by a stockholder of our company acting in his or her capacity as
    such and a court of competent jurisdiction specifically approves
    such advancement;
    the party receiving such advances furnishes our company with a
    written statement of his or her good faith belief that he or she
    has met the standard of conduct described above; and
    the indemnified party receiving such advances furnishes to our
    company a written undertaking, personally executed on his or her
    behalf, to repay the advanced funds to our company, together
    with the applicable legal rate of interest thereon, if it is
    ultimately determined that he or she did not meet the standard
    of conduct described above and is not entitled to
    indemnification.           121




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Defenses
    Available
    Inspection
    of Books and Records
               122




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Restrictions
    on Roll-Up
    Transactions
  roll-up roll-up roll-up 12-month roll-up
  roll-up roll-up
  
    accepting the securities of the entity that would be created or
    would survive after the successful completion of the
    roll-up
    transaction offered in the proposed
    roll-up
    transaction; or
    one of the following:  
    remaining common stockholders of our company and preserving
    their interests in our company on the same terms and conditions
    as existed previously; or
    receiving cash in an amount equal to the stockholders pro
    rata share of the appraised value of our net assets.  roll-up
  
    which would result in the common stockholders having voting
    rights in the entity that would be created or would survive
    after the successful completion of the
    roll-up
    transaction that are less than those provided in our charter,
    including rights with respect to the election and removal of
    directors, annual reports, annual and special meetings,
    amendment of the charter and dissolution of our company;
    which includes provisions that would operate as a material
    impediment to, or frustration of, the accumulation of shares by
    any purchaser of the securities of the entity that would be
    created or would survive after the successful completion of the
    roll-up
    transaction, except to the minimum extent necessary to preserve
    the tax status of such entity, or which would limit the ability
    of an investor to exercise the voting rights of its securities
    of the entity that would be created or would survive after the
    successful completion of the
    roll-up
    transaction on the basis of the number of shares held by that
    investor;
    in which our stockholders rights to access of records of
    the entity that would be created or would survive after the
    successful completion of the
    roll-up
    transaction will be less than those provided in our charter and
    described in  Inspection of Books and
    Records, above; or
    in which our company would bear any of the costs of the
    roll-up
    transaction if our stockholders do not approve the
    roll-up
    transaction.  Takeover
    Provisions of the MGCL
   123




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Business
    Combinations
      Control
    Share Acquisitions
                 124




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Subtitle
    8
    
    a classified board;
    a two-thirds vote requirements for removing a director;
    a requirement that the number of directors be fixed only by vote
    of the directors;
    a requirement that a vacancy on the board be filled only by the
    remaining directors and for the remainder of the full term of
    the class of directors in which the vacancy occurred; and
    a majority requirement for the calling of a special meeting of
    stockholders.    Dissolution
    or Termination of Our Company
   125




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Transactions
    with Affiliates
    
    the fact of the common directorship or interest is disclosed to
    or known by the directors and the transaction is authorized,
    approved or ratified by the disinterested directors;
    the fact of the common directorship or interest is disclosed to
    or known by our stockholders and the transaction is authorized
    approved or ratified by the disinterested stockholders; or
    the transaction is fair and reasonable to our company.  Advance
    Notice of Director Nominations and New Business
   126




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THE
    OPERATING PARTNERSHIP AGREEMENT    Management
    Transferability
    of Interests
    Capital
    Contribution
       127




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Redemption Rights
    
    result in any person owning, directly or indirectly, stock in
    excess of the ownership limit;
    result in our shares of capital stock being owned by fewer than
    100 persons, determined without reference to any rules of
    attribution;
    result in us being closely held under the federal
    income tax laws;
    cause us to own, actually or constructively, 10.0% or more of
    the ownership interests in a tenant of our real property; or
    cause the acquisition of shares of our common stock by such
    redeeming limited partner to be integrated with any
    other distribution of common stock for purposes of complying
    with the Securities Act of 1933, as amended.      pro rata
  Special
    Limited Partner
      
    our Invested Capital, as defined below; and
    any remaining shortfall in an 8.0% per annum cumulative,
    non-compounded return on adjusted Invested Capital as determined
    in the paragraph below, or 8.0% return.     128




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Operations
    Distributions
   129




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Allocations
  Operating Income and Losses.
  Depreciation and Amortization Deductions.
  Gains from Capital Transactions.
  (1)
    First, to the partners in accordance with their percentage
    interests in order to offset losses allocated to the partners
    pursuant to clause (2) under Losses from Capital
    Transactions below;(2)
    Second, to the partners in accordance with their percentage
    interests until the partners have been allocated an aggregate
    amount equal to the sum of (A) any depreciation or
    amortization recapture associated with the operating
    partnerships investment in the property sold, and
    (B) any remaining shortfall in our 8.0% return that is
    distributed to us in connection with the sale of the
    property; and(3)
    Thereafter, any remaining gain will be allocated 85.0% to the
    partners in accordance with their percentage interests and 15.0%
    to our advisor, as the special limited partner.  Losses from Capital Transactions.
  (1)
    First, 85.0% to the partners in accordance with their percentage
    interests and 15.0% to our advisor to the extent of gain from
    property sales previously allocated pursuant to clause (3)
    under Gains from Capital Transactions above; and(2)
    Thereafter, any remaining loss will be allocated 100% to the
    partners in accordance with their percentage interests.  Gains from Terminating Capital
    Transactions.
  (1)
    First, to the partners in accordance with their percentage
    interests until their aggregate capital account balances equal
    the sum of (A) the Invested Capital and (B) the
    cumulative 8.0% return that has not previously been
    distributed; and(2)
    Thereafter, any remaining gain will be allocated 85.0% to the
    partners in accordance with their percentage interests and 15.0%
    to our advisor, as the special limited partner. 130




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Losses from Terminating Capital
    Transactions.
  (1)
    First, 85.0% to the partners in accordance with their percentage
    interests and 15.0% to our advisor, as the special limited
    partner, until the aggregate losses allocated under
    clause (1) under Losses from Capital Transactions above and
    allocated pursuant to this clause equals gains allocated
    pursuant to clause (3) under Gains from Capital
    Transactions above; and(2)
    Thereafter, any remaining loss will be allocated to the partners
    in accordance with their percentage interests.      Term
    Tax
    Matters
   131




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FEDERAL
    INCOME TAX CONSIDERATIONS          Opinion
    of Counsel
       132




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Taxation
    of Our Company
    
    We will be taxed at regular corporate rates on our undistributed
    REIT taxable income, including undistributed net capital gains.
    Under some circumstances, we may be subject to alternative
    minimum tax.
    If we have net income from the sale or other disposition of
    foreclosure property (as described below) that is
    held primarily for sale to customers in the ordinary course of
    business or other non-qualifying income from foreclosure
    property, we will be subject to tax at the highest corporate
    rate on that income.
    If we have net income from prohibited transactions (as described
    below), the income will be subject to a 100% tax.
    If we fail to satisfy either of the 75.0% or 95.0% gross income
    tests (as described below) but have nonetheless maintained our
    qualification as a REIT because certain conditions have been
    met, we will be subject to a 100% tax on an amount equal to the
    greater of the amount by which we fail the 75.0% or 95.0% test
    multiplied by a fraction calculated to distinguish qualifying
    net income from non-qualifying income.
    If we fail to satisfy the REIT Asset Tests (as described below)
    and continue to qualify as a REIT because we meet other
    requirements, we will have to pay a tax equal to the greater of
    $50,000 or the highest corporate income tax rate multiplied by
    the net income generated by the non-qualifying assets during the
    time we failed to satisfy the Asset Tests. If we fail to satisfy
    other REIT requirements (other than the Gross Income and Asset
    Tests), we can continue to qualify as a REIT if our failure was
    due to reasonable cause and not willful neglect, but we must pay
    $50,000 for each failure.
    If we fail to distribute during each year at least the sum of
    (i) 85.0% of our REIT ordinary income for the year,
    (ii) 95.0% of our REIT capital gain net income for such
    year and (iii) any undistributed taxable income from prior
    periods, we will be subject to a 4.0% excise tax on the excess
    of the required distribution over the amounts actually
    distributed.
    We may elect to retain and pay tax on our net long-term capital
    gain. In that case, a United States stockholder would be taxed
    on its proportionate share of our undistributed long-term
    capital gain and would receive a credit or refund for its
    proportionate share of the tax we paid.
    If we acquire any asset from a C corporation (i.e., a
    corporation generally subject to corporate-level tax) in a
    transaction in which our basis in the asset is determined by
    reference to the basis of the asset (or any other property) in
    the hands of the C corporation and we subsequently recognize
    gain on the disposition of the asset during the ten-year period
    beginning on the date on which we acquired the asset, then a
    portion of the gain may be subject to tax at the highest regular
    corporate rate, unless the C corporation made an election to
    treat the asset as if it were sold for its fair market value at
    the time of our acquisition. We refer to this tax as the
    Built-in Gains Tax.
    Our TRSs, if any, will be subject to federal and state income
    tax on their taxable incomes. Several provisions regarding the
    arrangements between a REIT and its TRSs ensure that a TRS will
    be subject to an appropriate level of federal income taxation.
    For example, the Internal Revenue Code limits the ability of a
    TRS to deduct interest payments made to the REIT in excess of a
    certain amount. In 133




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addition, the REIT must pay a 100% tax on some payments that it
    receives from, or on certain expenses deducted by, the TRS if
    the economic arrangements between it, its tenants and the TRS
    are not comparable to similar arrangements among unrelated
    parties. Any TRS we may utilize in the future may make interest
    and other payments to us and to third parties in connection with
    activities related to our properties. We cannot assure you that
    our TRSs, if any, will not be limited in their ability to deduct
    interest payments made to us. In addition, we cannot assure you
    that the IRS might not seek to impose the 100% tax on services
    performed by any such TRS for tenants of ours, or on a portion
    of the payments received by us from, or expenses deducted by,
    any such TRS.        
    so that no asset we own, directly or through any subsidiary
    entities (other than TRSs), will be held for sale to customers
    in the ordinary course of our trade or business; or,
    in order to comply with certain safe-harbor provisions of the
    Internal Revenue Code that would prevent such treatment.    Requirements
    for Qualification as a REIT
    Organizational
    Requirements
    (1)
    which is managed by one or more trustees or directors;(2)
    the beneficial ownership of which is evidenced by transferable
    shares or by transferable certificates of beneficial interest; 134




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(3)
    which would be taxable as a domestic corporation but for
    Sections 856 through 859 of the Internal Revenue Code;(4)
    which is neither a financial institution nor an insurance
    company subject to certain provisions of the Internal Revenue
    Code;(5)
    the beneficial ownership of which is held by 100 or more persons;(6)
    not more than 50.0% in value of the outstanding stock of which
    is owned, directly or indirectly, by or for five or fewer
    individuals (as defined in the Internal Revenue Code to include
    certain entities);(7)
    which makes an election to be a REIT (or has made such election
    for a previous taxable year which has not been revoked or
    terminated) and satisfies all relevant filing and other
    administrative requirements established by the IRS that must be
    met to elect and maintain REIT status;(8)
    which uses the calendar year as its taxable year; and(9)
    which meets certain other tests, described below, regarding the
    nature of its income and assets and the amount of its
    distributions.           135




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Operational
    Requirements  Income Tests
    
    At least 75.0% of our gross income, excluding gross income from
    prohibited transactions, for each taxable year must be derived
    directly or indirectly from investments relating to real
    property or mortgages on real property (including rents
    from real property and interest income derived from
    mortgage loans secured by real property) and from other
    specified sources, including qualified temporary investment
    income, as described below. This is the 75.0% Gross Income
    Test.
    At least 95.0% of our gross income, excluding gross income from
    prohibited transactions, for each taxable year must be derived
    from the real property investments described above in the 75.0%
    Gross Income Test and generally from dividends and interest and
    gains from the sale or disposition of stock or securities or
    from any combination of the foregoing. This is the 95.0%
    Gross Income Test.  Rents
    from Real Property
    
    The amount of rent received from a tenant must not be based in
    whole or in part on the income or profits of any person. An
    amount received or accrued generally will not be excluded from
    the term rents from real property solely by reason
    of being based on a fixed percentage or percentages of gross
    receipts or sales.
    In general, neither we nor an owner of 10.0% or more of our
    shares of stock may directly or constructively own 10.0% or more
    of a tenant or a subtenant of the tenant (in which case only
    rent attributable to the subtenant is disqualified).
    Rent attributable to personal property leased in connection with
    a lease of real property cannot be greater than 15.0% of the
    total rent received under the lease, as determined based on the
    average of the fair market values as of the beginning and end of
    the taxable year.
    We may, however, provide services with respect to our
    properties, and the income derived from the properties will
    qualify as rents from real property, if the services
    are usually or customarily rendered in connection
    with the rental of space only and are not otherwise considered
    rendered to the occupant. Even if the services
    provided by us with respect to a property are impermissible
    tenant services, the income so derived will qualify as
    rents from real property if such income does not
    exceed 1.0% of all amounts received or accrued with respect to
    that property. For this purpose, such services may not be valued
    at less than 150% of our direct cost of providing the services,
    and any gross income deemed to have been derived by us from the
    performance of noncustomary services pursuant to the 1.0% de
    minimis exception will constitute nonqualifying gross income
    under the 75.0% and 95.0% Gross Income Tests.
    In addition, our TRSs may perform some impermissible tenant
    services without causing us to receive impermissible tenant
    services income under the REIT income tests. However, several
    provisions regarding the arrangements between a REIT and its
    TRSs ensure that a TRS will be subject to an appropriate level
    of federal income taxation. For example, the Internal Revenue
    Code limits the ability of our TRSs to deduct interest payments
    in excess of a certain amount made to us. In addition, we must
    pay a 100% tax on some payments that we receive from, or on
    certain expenses deducted by, the TRS if the economic
    arrangements between us, our tenants and the TRS are not
    comparable to similar arrangements among unrelated parties. We
    cannot assure you that our TRSs will not be limited in their
    ability to deduct interest payments made to us. In addition, we
    cannot assure you that the IRS might 136




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not seek to impose the 100% tax on services performed by TRSs
    for tenants of ours (or on a portion of the payments received by
    us from, or expenses deducted by, our TRSs).  Compliance
    with 75.0% and 95.0% Gross Income Tests
             137




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
    Our failure to meet these tests was due to reasonable cause and
    not due to willful neglect; and
    Following our identification of the failure, we properly
    disclose such failure to the IRS.    Operational
    Requirements  Asset Tests
    
    First, at least 75.0% of the value of our total assets must be
    represented by real estate assets, cash, cash items (including
    receivables) and government securities. The term real
    estate assets includes real property, mortgages on real
    property, shares of stock in other qualified REITs, property
    attributable to the temporary investment of new capital as
    described above and a proportionate share of any real estate
    assets owned by a partnership in which we are a partner or of
    any qualified REIT subsidiary of ours.
    Second, no more than 25.0% of the value of our total assets may
    be represented by securities other than those described above in
    the 75.0% asset class.
    Third, of the investments included in the 25.0% asset class, the
    value of any one issuers securities that we own may not
    exceed 5.0% of the value of our total assets. Additionally, we
    may not own more than 10.0% of the voting power of any one
    issuers outstanding securities. Furthermore, we may not
    own more than 10.0% of the total value of any one issuers
    outstanding debt and equity securities. The 10.0% value
    limitation will not apply, however, to:  (1)
    straight debt securities (i.e., generally, debt
    payable on demand or at a date certain where the interest rate
    and the interest payment dates are not contingent on profits,
    the borrowers discretion or similar factors and there is
    no convertibility, directly or indirectly, into stock of the
    debtor, although a security will not fail to be straight
    debt if it is subject to certain customary or de minimis
    contingencies; a security issued by a corporation or partnership
    will qualify as straight debt only if we or any of
    our TRSs hold no more than 1.0% of the outstanding
    non-qualifying securities of such issuer);(2)
    loans to an individual or an estate;(3)
    certain rental agreements calling for deferred rents or
    increasing rents that are subject to Section 467 of the
    Internal Revenue Code, other than with a related
    person;(4)
    obligations to pay qualifying rents from real property;(5)
    securities issued by a state or any political subdivision of a
    state, the District of Columbia, a foreign government, any
    political subdivision of the foreign government, or the
    Commonwealth of Puerto Rico, but only if the determinations of
    any payment received or accrued under the security does not
    depend in whole or in part on the profits of any entity;(6)
    securities issued by another qualifying REIT; and(7)
    other arrangements identified in Treasury Regulations (which
    have not yet been issued or proposed).   138




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
    Fourth, no more than 25.0% of the value of our total assets may
    consist of the securities of one or more TRSs. Subject to
    certain exceptions, a TRS is any corporation, other than a REIT,
    in which we directly or indirectly own stock and with respect to
    which a joint election has been made by us and the corporation
    to treat the corporation as a TRS of ours. It also includes any
    corporation, other than a REIT or a qualified REIT subsidiary,
    in which a TRS of ours owns, directly or indirectly, more than
    35.0% of the voting power or value.        Operational
    Requirements  Annual Distribution
    Requirements
      (1)
    90.0% of our REIT taxable income (computed without
    regard to the dividends paid deduction and our net capital
    gain); and(2)
    90.0% of the net income, if any, from foreclosure property in
    excess of the special tax on income from foreclosure property;
    minus   139




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(a)
    we declare the distributions in October, November or December,
    the distributions are payable to stockholders of record on a
    specified date in such a month, and we actually pay the
    distributions during January of the subsequent year; or  (b)
    we declare the distributions before we timely file our federal
    income tax return for such year, we pay the distributions in the
    12-month
    period following the close of the prior year and not later than
    the first regular distribution payment after the declaration,
    and we elect on our federal income tax return for the prior year
    to have a specified amount of the subsequent distribution
    treated as if paid in the prior year.          
    We would be required to pay the federal income tax on these
    gains;
    Taxable U.S. stockholders, while required to include their
    proportionate share of the undistributed long-term capital gains
    in income, would receive a credit or refund for their share of
    the tax paid by the REIT; and
    The basis of the stockholders shares of our stock would be
    increased by the amount of our undistributed long-term capital
    gains (minus its proportionate share of the amount of capital
    gains tax we pay) included in the stockholders long-term
    capital gains.   140




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Failure
    to Maintain Qualification as a REIT
      Taxation
    of Taxable U.S. Stockholders
    
    a citizen or resident of the United States;
    a corporation or other entity treated as a corporation for
    U.S. federal income tax purposes created or organized in or
    under the laws of the United States or of any political
    subdivision thereof;
    an estate, the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    a trust if a U.S. court is able to exercise primary
    supervision over the administration of the trust and one or more
    U.S. persons have the authority to control all substantial
    decisions of the trust.   141




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Distributions
    Generally
    
    distributions received from a REIT may be treated as
    qualified dividend income to the extent that the
    REIT itself has received qualified dividend income from other
    corporations (such as TRSs) in which the REIT has
    invested; and
    distributions paid by a REIT in a taxable year may be treated as
    qualified dividend income in an amount equal to the sum of
    (i) the excess of the REITs REIT taxable
    income for the preceding taxable year over the
    corporate-level federal income tax payable by the REIT for such
    preceding taxable year and (ii) the excess of the
    REITs income that was subject to the Built-in Gains Tax in
    the preceding taxable year over the tax payable by the REIT on
    such income for such preceding taxable year.        Capital
    Gain Distributions
    Passive
    Activity Loss and Investment Interest Limitations
   142




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Certain
    Dispositions of Shares of our Common Stock
      
    results in a complete termination of the
    stockholders interest in us under Section 302(b)(3)
    of the Internal Revenue Code;
    is substantially disproportionate with respect to
    the stockholder under Section 302(b)(2) of the Internal
    Revenue Code (i.e., if the percentage of the voting stock of the
    corporation owned by a stockholder immediately after the
    repurchase is less than eighty percent of the percentage of that
    owned by such stockholder immediately before the repurchase
    (taking into account Internal Revenue Code Section 318
    constructive ownership rules); or
    is not essentially equivalent to a dividend with
    respect to the stockholder under Section 302(b)(1) of the
    Internal Revenue Code (i.e., if it results in a meaningful
    reduction in the stockholders interest in us; the
    IRS has published a ruling indicating that a repurchase which
    results in a reduction in the proportionate interest in a
    corporation (taking into account Section 318 constructive
    ownership rules) of a stockholder whose relative stock interest
    is minimal (an interest of less than 1.0% should satisfy this
    requirement) and who exercises no control over the
    corporations affairs should be treated as being not
    essentially equivalent to a dividend.    Information
    Reporting Requirements and Backup Withholding for U.S.
    Stockholders
    
    Fails to furnish its taxpayer identification number (for an
    individual, this would be his or her social security number);
    Furnishes an incorrect taxpayer identification number; 143




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
    Is notified by the IRS that the stockholder has failed properly
    to report payments of interest or dividends; or
    Under some circumstances, fails to certify, under penalties of
    perjury, that it has furnished a correct taxpayer identification
    number and has not been notified by the IRS that the stockholder
    is subject to backup withholding for failure to report interest
    and dividend payments or has been notified by the IRS that the
    stockholder is no longer subject to backup withholding for
    failure to report those payments.    Taxation
    of Tax-Exempt Stockholders
        Taxation
    of Non-U.S.
    Stockholders
  (non-U.S. stockholders). Non-U.S. stockholders
 144




---



##### Table of Contents



Income
    Effectively Connected with a U.S. Trade or
    Business
  non-U.S. stockholders non-U.S. stockholders non-U.S. stockholder non-U.S. stockholders
  Distributions
    Not Attributable to Gain from the Sale or Exchange of a United
    States Real Property Interest
  non-U.S. stockholder non-U.S. stockholders
  Distributions
    Attributable to Gain from the Sale or Exchange of a United
    States Real Property Interest
  non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder
  Withholding
    Obligations with Respect to Distributions to
    Non-U.S.
    Stockholders
  non-U.S. stockholders,
  
    35.0% of designated capital gain distributions or, if greater,
    35.0% of the amount of any distributions that could be
    designated as capital gain distributions; and
    30.0% of ordinary income distributions (i.e.,
    distributions paid out of our earnings and profits).  non-U.S. stockholder non-U.S. stockholder
 145




---



##### Table of Contents



Sale
    of Shares of our Common Stock by a
    Non-U.S.
    Stockholder
  non-U.S. stockholder non-U.S. stockholders.
  non-U.S. stockholders non-U.S. stockholders
  non-U.S. stockholder non-U.S. stockholder
  non-U.S. stockholder non-U.S. stockholder
  Information
    Reporting Requirements and Backup Withholding for
    Non-U.S.
    Stockholders
  non-U.S. stockholders. Non-U.S. stockholders
  Statement
    of Stock Ownership
    State and
    Local Taxation
   146




---



##### Table of Contents



Federal
    Income Tax Aspects of Our Operating Partnership
    Classification
    as a Partnership
           147




---



##### Table of Contents



Income
    Taxation of Our Operating Partnership and Its
    Partners
  Partners, Not Partnership, Subject to Tax.
  Partnership Allocations.
  Tax Allocations With Respect to Contributed
    Properties.
   148




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##### Table of Contents



Basis in Partnership Interest.
  Depreciation Deductions Available to the Operating
    Partnership.
    Sale of Our Operating Partnerships
    Property.
 149




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##### Table of Contents



TAX-EXEMPT
    ENTITIES AND ERISA CONSIDERATIONS        
    whether the investment is consistent with the applicable
    provisions of ERISA and the Internal Revenue Code;
    whether the investment will be in accordance with the documents
    and instruments governing such Benefit Plan or IRA;
    whether the assets of the entity in which the investment is made
    will be treated as plan assets of the Benefit Plan
    or IRA investor;
    whether the investment will result in UBTI to the Benefit Plan
    or IRA;
    whether there is sufficient liquidity for the Benefit Plan or
    IRA considering the minimum distribution requirements under the
    Internal Revenue Code and the liquidity needs of such Benefit
    Plan or IRA, after taking this investment into account;
    the need to value the assets of the Benefit Plan or IRA annually;
    whether the investment would constitute or give rise to a
    prohibited transaction under ERISA or the Internal Revenue Code,
    if applicable; and
    whether the investment satisfies the prudence and
    diversification and other fiduciary requirements of ERISA, if
    applicable.   150




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##### Table of Contents



Minimum
    Distribution Requirements  Plan Liquidity
  distribution-in-kind and/or
  Annual
    Valuation Requirement
       151




---



##### Table of Contents




    the estimated value per share would actually be realized by our
    stockholders upon liquidation, because these estimates do not
    necessarily indicate the price at which properties can be sold;
    our stockholders would be able to realize estimated net asset
    values if they were to attempt to sell their shares of our
    common stock, because no public market for shares of our common
    stock exists or is likely to develop; or
    that the value, or method used to establish value, would comply
    with ERISA or Internal Revenue Code requirements described above.  Fiduciary
    Obligations  Prohibited Transactions
  and/or
    Plan
    Asset Considerations
    
    in securities issued by an investment company registered under
    the Investment Company Act;
    in publicly-offered securities, defined generally as
    interests that are freely-transferable, widely
    held, and registered with the SEC; 152




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##### Table of Contents




    in which equity participation by benefit plan
    investors is not significant; or
    in an operating company which includes venture
    capital operating companies and real estate
    operating companies.        Publicly
    Offered Securities Exemption
       153




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##### Table of Contents



Real
    Estate Operating Company Exemption
      Consequences
    of Holding Plan Assets
  and/or
  parties-in-interest
  Prohibited
    Transactions
  parties-in-interest
 154




---



##### Table of Contents



party-in-interest party-in-interest
  Prohibited
    Transactions  Consequences
    parties-in-interest
   155




---



##### Table of Contents



PLAN OF
    DISTRIBUTION  General
        Dealer
    Manager and Participating Broker-Dealer Compensation and
    Terms
     156




---



##### Table of Contents



Percentage ofAmount


Primary OfferingSelling commissions


70,000,000



7.0
%Dealer manager fee


30,000,000



3.0
%Expense reimbursement for wholesaling travel and expensesBroker-dealer conference fees and training and education meetingsDue diligence allowanceLegal fees of the dealer managerTotal(1)

$





%     (1)
    
    Of this amount, $70,000,000 and $30,000,000 will be paid by us
    from the proceeds of this offering in the form of selling
    commissions and dealer manager fees, respectively. Subject to
    the cap on underwriting compensation described below, and in our
    accordance with our limits on reimbursement and payment of
    organization and offering expenses as disclosed elsewhere in
    this prospectus, we will reimburse our sponsor or its affiliates
    for certain expenses that constitute underwriting compensation.
    In some cases, these payments will serve to reimburse our
    sponsor or its affiliates for amounts it has paid to
    participating broker-dealers. Any remaining amounts will be paid
    by our sponsor without reimbursement by us.         157




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##### Table of Contents



and/or and/or
    Price perShares Purchased

Commission Rate


Share1 to 50,000


7.0
%

$
10.0050,001 to 100,000


6.0
%

$
9.90100,001 to 200,000


5.0
%

$
9.80200,001 to 500,000


4.0
%

$
9.70500,001 to 750,000


3.0
%

$
9.60750,001 to 1,000,000


2.0
%

$
9.501,000,001 and up


1.0
%

$
9.40     
    50,000 shares of our common stock at $10.00 per share
    (total: $500,000) and a 7.0% commission;
    50,000 shares of our common stock at $9.90 per share
    (total: $495,000) and a 6.0% commission; and
    51,530 shares of our common stock at $9.80 per share
    (total: $504,994) and a 5.0% commission.   158




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##### Table of Contents




    an individual, his or her spouse and their children under the
    age of 21 who purchase the shares of our common stock for his,
    her or their own accounts;
    a corporation, partnership, association, joint-stock company,
    trust fund or any organized group of persons, whether
    incorporated or not;
    an employees trust, pension, profit sharing or other
    employee benefit plan qualified under Section 401(a) of the
    Internal Revenue Code; and
    all commingled trust funds maintained by a given bank.    Certain
    Selected Dealers
      Admission
    of Stockholders
   159




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##### Table of Contents



Subscription
    Process
    Rule 15c2-4 and/or Rule 15c2-4
    Minimum
    Investment
       160




---



##### Table of Contents



REPORTS
    TO STOCKHOLDERS    
    financial statements, including a balance sheet, statement of
    operations, statement of stockholders equity, and
    statement of cash flows, prepared in accordance with GAAP, which
    are audited and reported on by an independent registered public
    accounting firm;
    a statement of the aggregate amount of fees paid to our advisor
    and its affiliates; and
    full disclosure of all material terms, factors and circumstances
    surrounding any and all transactions involving us and any of our
    directors, our advisor and its affiliates or any other of our
    affiliates occurring in the year for which the annual report is
    made.  Form 10-K, Form 10-Q
 SUPPLEMENTAL
    SALES MATERIAL       LEGAL
    MATTERS   161




---



##### Table of Contents



EXPERTS  Form 10-K
   ELECTRONIC
    DELIVERY OF DOCUMENTS  e-mail e-mail e-mail e-mail
 INCORPORATION
    OF CERTAIN INFORMATION BY REFERENCE  1-800-SEC-0330 www.sec.gov www.gbe-reits.com/apartment/
 162




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##### Table of Contents




    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007 filed with the
    SEC on March 28, 2008, as amended on November 12, 2008
    and November 13, 2008;
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 filed with the SEC on
    May 13, 2008;
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008 filed with the SEC on
    August 8, 2008;
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 filed with the SEC
    on November 12, 2008;
    Definitive Proxy Statement filed with the SEC on April 30,
    2008 in connection with our Annual Meeting of Stockholders held
    on June 25, 2008; and
    Current Reports on
    Form 8-K
    and
    Form 8-K/A
    filed with the SEC on January 10, 2008, February 19,
    2008, March 7, 2008, April 4, 2008, April 17,
    2008, May 19, 2008, May 23, 2008, June 24, 2008,
    June 25, 2008, July 2, 2008, July 18, 2008,
    July 18, 2008, July 21, 2008, August 25, 2008,
    September 4, 2008, September 11, 2008,
    September 19, 2008, September 25, 2008,
    November 6, 2008, November 26, 2008, December 2,
    2008, December 16, 2008 and February 12, 2009.  (714) 667-8252.
 WHERE YOU
    CAN FIND ADDITIONAL INFORMATION  Form S-11
    1-800-SEC-0330. www.sec.gov www.gbe-reits.com/apartment/
 163




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##### Table of Contents



EXHIBIT
    A  PRIOR
    PERFORMANCE TABLES
        As an investor in our company, you will not own any interest
    in the prior programs and should not assume that you will
    experience returns, if any, comparable to those experienced by
    investors in the prior programs.
  day-to-day
    
   A-1




---



##### Table of Contents




    The primary difference between the cash methods of accounting
    and accrual methods (both GAAP and the accrual method of
    accounting for income tax purposes) is that the cash method of
    accounting generally reports income when received and expenses
    when paid while the accrual method generally requires income to
    be recorded when earned and expenses recognized when incurred.
    GAAP requires that, when reporting lease revenue, the minimum
    annual rental revenue be recognized on a straight-line basis
    over the term of the related lease, whereas the cash method of
    accounting for income tax purposes requires recognition of
    income when cash payments are actually received from tenants,
    and the accrual method of accounting for income tax purposes
    requires recognition of income when the income is earned
    pursuant to the lease contract.
    GAAP requires that when an asset is considered held for sale,
    depreciation ceases to be recognized on that asset, whereas for
    income tax purposes, depreciation continues until the asset
    either is sold or is no longer in service.
    GAAP requires that when a building is purchased certain
    intangible assets and liabilities (such as above-and
    below-market leases, tenant relationships and in-place lease
    costs) are allocated separately from the building and are
    amortized over significantly shorter lives than the depreciation
    recognized on the building. These intangible assets and
    liabilities are not recognized for income tax purposes and are
    not allocated separately from the building for purposes of tax
    depreciation.
    GAAP requires that an asset is considered impaired when the
    carrying amount of the asset is greater than the sum of the
    future undiscounted cash flows expected to be generated by the
    asset, and an impairment loss must then be recognized to
    decrease the value of the asset to its fair value. For income
    tax purposes, losses are generally not recognized until the
    asset has been sold to an unrelated party or otherwise disposed
    of in an arms length transaction. A-2




---



##### Table of Contents





TABLE
    II
    COMPENSATION TO SPONSOR (UNAUDITED)
    PUBLIC PROGRAMS
    December 31, 2007
    Other ProgramsNNN 2003





NNN 2002


Grubb & Ellis Apartment


Grubb & Ellis Healthcare


TotalG REIT, Inc.


Value Fund, LLC


T REIT, Inc.(1)


Value Fund, LLC


REIT, Inc.


REIT, Inc.


All ProgramsDate Offering Commenced


7/22/2002



7/11/2003



2/22/2000



5/15/2002



7/19/2006



9/20/2006Dollar Amount Raised

$
437,315,000


$
50,000,000


$
46,395,000


$
29,799,000


$
83,570,000
(2)

$
211,046,000
(2)

$
858,125,000Amounts Paid to Sponsor from Proceeds of Offering:Selling Commissions to Selling Group Members

$
30,443,000


$
3,898,000


$
3,576,000


$
2,089,000


$
5,793,000


$
14,568,000


$
60,367,000Marketing Support & Due Diligence Reimbursement


10,818,000



1,251,000



671,000



2,005,000



2,092,000



5,267,000



22,104,000Organization & Offering Expenses


3,036,000



1,394,000



860,000



249,000



1,255,000



3,170,000



9,964,000Due Diligence Allowance


















111,000



115,000



226,000Loan Fees














1,000











1,000Acquisition Fees






1,783,000







1,192,000











2,975,000Totals

$
44,297,000


$
8,326,000


$
5,107,000


$
5,536,000


$
9,251,000


$
23,120,000


$
95,637,000Amounts Paid to Sponsor at Acquisition for Real EstateAcquisition Fees

$
448,000


$
2,441,000


$



$



$
6,608,000


$
12,253,000


$
21,750,000Dollar Amount of Cash Generated from OperationsBefore Deducting Payments to Sponsor

$
39,358,000
(3)

$
(4,752,000
)

$
1,954,000
(4)

$
3,941,000
(5)

$
3,959,000


$
9,451,000


$
53,911,000Amounts Paid to Sponsor from Operations  Year 2005Property Management Fees

$
5,617,000


$
268,000


$
291,000


$
477,000


$



$



$
6,653,000Asset Management Fees


























Leasing Commissions


2,756,000



747,000



349,000



86,000











3,938,000Totals

$
8,373,000


$
1,015,000


$
640,000


$
563,000


$



$



$
10,591,000Amounts Paid to Sponsor from Operations  Year 2006Property Management Fees

$
4,811,000


$
596,000


$
84,000


$



$
24,000


$



$
5,515,000Asset Management Fees










265,000















265,000Leasing Commissions


3,705,000



947,000



















4,652,000Totals

$
8,516,000


$
1,543,000


$
349,000


$



$
24,000


$



$
10,432,000Amounts Paid to Sponsor from Operations  Year 2007Property Management Fees

$
1,658,000


$
403,000


$



$



$
489,000


$
591,000


$
3,141,000Asset Management Fees










82,000







950,000



1,590,000



2,622,000Leasing Commissions


1,114,000



856,000















265,000



2,235,000Totals

$
2,772,000


$
1,259,000


$
82,000


$



$
1,439,000


$
2,446,000


$
7,998,000Amounts Paid to Sponsor from Property Sales and RefinancingsDisposition Fees

$
13,514,000


$
1,551,000


$
1,317,000


$
1,280,000


$



$



$
17,662,000Incentive Fees


























Construction Management Fees






186,000



















186,000Refinancing Fees






225,000



















225,000Totals

$
13,514,000


$
1,962,000


$
1,317,000


$
1,280,000


$



$



$
18,073,000     (1)
    Includes amounts paid by T REIT Liquidating Trust, successor of
    T REIT, Inc. as of July 20, 2007.(2)
    Amount is as of December 31, 2007 as the offering has not
    closed. Such amount excludes amounts issued under the
    distribution reinvestment plan.(3)
    Amount for G REIT, Inc. represents cash generated from
    operations for the one year ended December 31, 2005, plus
    payments to the sponsor from operations for the three years
    ended December 31, 2007 due to the adoption of the
    liquidation basis of accounting as of December 31, 2005.(4)
    Amount for T REIT, Inc. represents cash generated from
    operations for the period from January 1, 2005 through
    June 30, 2005, plus payments to the sponsor from operations
    for the three years ended December 31, 2007 due to the
    adoption of the liquidation basis of accounting as of
    June 30, 2005.(5)
    Amount for NNN 2002 Value Fund, LLC represents cash generated
    from operations for the period from January 1, 2005 through
    August 31, 2005, plus payments to the sponsor from
    operations for the three years ended December 31, 2007 due
    to the adoption of the liquidation basis of accounting as of
    August 31, 2005. A-3




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##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAM BY YEAR (UNAUDITED)
    PUBLIC PROGRAMS
    G REIT, INC.
    Year Ended December 31,2005(4)


2004


2003


TotalGross Revenues

$



$



$



$
Profit on Sale of Properties


10,682,000



980,000







11,662,000Interest, Dividends & Other Income


445,000



332,000



117,000



894,000Gain on Sale of Marketable Securities


440,000



251,000







691,000Equity in Earnings (Loss) of Unconsolidated Real Estate


1,337,000



(604,000
)


204,000



937,000Income (Loss) from Discontinued Operations


(4,215,000
)


1,225,000



1,337,000



(1,653,000
)Less:Operating Expenses














General and Administrative Expenses


4,006,000



2,419,000



1,287,000



7,712,000Interest Expense(1)


2,054,000



1,243,000



293,000



3,590,000Depreciation & Amortization














Minority Interest














Income Taxes






398,000







398,000Net Income (Loss)  GAAP Basis

$
2,629,000


$
(1,876,000
)

$
78,000


$
831,000Taxable Income (Loss) From:Operations


2,511,000



11,273,000



1,083,000



14,867,000Gain on Sale


11,963,000



251,000







12,214,000Cash Generated From (Used By):Operating Activities


19,697,000



39,905,000



7,878,000



67,480,000Investing Activities


80,432,000



(563,218,000
)


(291,418,000
)


(774,204,000
)Financing Activities(2)


(76,789,000
)


552,058,000



296,053,000



771,322,000Cash Generated From (Used By) Operations, Investing &
    Financing


23,340,000



28,745,000



12,513,000



64,598,000Less: Cash Distributions From:Operating Activities  to Investors


19,023,000



26,335,000



5,285,000



50,643,000Operating Activities  to Minority Interest


674,000



376,000



74,000



1,124,000Investing & Financing Activities














Other (return of capital)


13,865,000











13,865,000Cash Generated (Deficiency) after Cash Distributions


(10,222,000
)


2,034,000



7,154,000



(1,034,000
)Less: Special Items (not including Sales & Refinancing)














Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
(10,222,000
)

$
2,034,000


$
7,154,000


$
(1,034,000
)  A-4




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAM BY YEAR
    (UNAUDITED)  (Continued)
    PUBLIC PROGRAMS
    G REIT, INC.
  Year Ended December 31,2005(4)

2004

2003Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results:Ordinary Income (Loss) from operations

$
5.72


$
30.19


$
13.14 from recapture










Capital Gain (Loss)


27.27



0.67



Cash Distributions to Investors(3)Sources (on GAAP basis) Operating Activities


43.37



70.54



64.12 Investing & Financing Activities










 Other (Return of Capital)


31.61







Sources (on Cash basis) Sales










 Investing & Financing Activities










 Operations


43.37



70.54



64.12 Other (Return of Capital)

$
31.61


$



$
Notes:(1) Includes amortization of deferred financing costs.(2) Includes proceeds from issuance of common
    stock  net.

$



$
236,109,000


$
138,305,000(3) Cash Distributions per $1,000 invested excludes
    distributions to minority interests.(4) The program adopted the liquidation basis of accounting
    as of December 31, 2005 and for all subsequent periods.  A-5




---



##### Table of Contents






TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PUBLIC PROGRAMS
    NNN 2003 VALUE FUND, LLC
    Period fromJune 19,2003(Date of Inception)throughYear Ended December 31,


December 31,2007


2006


2005


2004


2003


TotalGross Revenues

$
7,024,000


$
1,997,000


$
776,000


$
653,000


$



$
10,450,000Profit on Sale of Properties


9,702,000



7,056,000



5,802,000











22,560,000Interest, Dividends & Other Income


608,000



526,000



416,000



86,000



3,000



1,639,000Gain on Sale of Marketable Securities


12,000



134,000



344,000











490,000Equity in Earnings (Loss) of Unconsolidated Real Estate


(1,421,000
)


(1,139,000
)


2,510,000



(682,000
)


(132,000
)


(864,000
)Income (Loss) from Discontinued Operations


(1,465,000
)


(3,545,000
)


253,000



(145,000
)






(4,902,000
)Less:Operating Expenses


4,292,000



1,707,000



971,000



1,084,000



11,000



8,065,000General and Administrative Expenses


1,300,000



742,000



1,272,000



339,000



7,000



3,660,000Interest Expense(1)


4,416,000



1,231,000



447,000



638,000







6,732,000Depreciation & Amortization


3,774,000



987,000



332,000



286,000







5,379,000Minority Interest


(151,000
)


(19,000
)


166,000



(133,000
)


(31,000
)


(168,000
)Income Taxes






















Net Income (Loss)  GAAP Basis

$
829,000


$
381,000


$
6,913,000


$
(2,302,000
)

$
(116,000
)

$
5,705,000Taxable Income From:Operations


(6,336,000
)


(1,954,000
)


95,000



680,000



231,000



(7,284,000
)Gain on Sale


8,540,000



5,952,000



3,354,000











17,846,000Cash Generated From (Used By):Operating Activities


(4,018,000
)


(4,789,000
)


238,000



2,476,000



174,000



(5,919,000
)Investing Activities


(17,530,000
)


15,867,000



(64,529,000
)


(45,158,000
)


(9,932,000
)


(121,282,000
)Financing Activities


33,255,000



(12,015,000
)


70,050,000



52,269,000



12,437,000



155,996,000Cash Generated From (Used By) Operations, Investing &
    Financing


11,707,000



(937,000
)


5,759,000



9,587,000



2,679,000



28,795,000Less: Cash Distributions From:Operating Activities  to Investors














1,908,000



35,000



1,943,000Operating Activities  to Minority Interest










238,000



408,000



19,000



665,000Investing & Financing Activities






















Other (return of capital)(3),(4)


4,143,000



9,179,000



4,657,000











17,979,000Cash Generated (Deficiency) after Cash Distributions


7,564,000



(10,116,000
)


864,000



7,271,000



2,625,000



8,208,000Less: Special Items (not including Sales & Refinancing)






















Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
7,564,000


$
(10,116,000
)

$
864,000


$
7,271,000


$
2,625,000


$
8,208,000  A-6




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR
    (UNAUDITED)  (Continued)
    PUBLIC PROGRAMS
    NNN 2003 VALUE FUND, LLC
  Period fromJune 19,2003(Date ofInception)throughYear Ended December 31,


December 31,2007


2006


2005


2004


2003Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results:Ordinary Income (Loss) from operations

$
(127.10
)

$
(39.17
)

$
1.90


$
22.09


$
71.19 from recapture


















Capital Gain (Loss)


171.31



119.33



67.08







Cash Distributions to Investors(2)Sources (on GAAP basis) Operating Activities














61.97



10.79 Investing & Financing Activities


















 Other (Return of Capital)


82.05



120.23



69.86







Sources (on Cash basis) Sales


















 Investing & Financing Activities


















 Operations














61.97



10.79 Other (Return of Capital)

$
82.05


$
120.23


$
69.86


$



$
       (1)
    
    Includes amortization of deferred financing costs.(2)
    
    Cash Distributions per $1,000 invested excludes distributions to
    minority interests.(3)
    
    Includes cash distributions of $53,000, $3,182,000 and
    $1,164,000 to minority interests for the year ended
    December 31, 2007, 2006 and 2005, respectively.(4)
    
    Pursuant to NNN 2003 Value Fund, LLCs Operating Agreement,
    cash proceeds from capital transactions are first treated as a
    return of capital. A-7




---



##### Table of Contents





TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PUBLIC PROGRAMS
    NNN 2002 VALUE FUND, LLC
    Period fromJanuary 1, 2005


Year Endedthrough


December 31,August 31, 2005(4)


2004


2003


TotalGross Revenues

$



$



$



$
Profit on Sale of Properties


6,674,000











6,674,000Interest, Dividends & Other Income


76,000



6,000



46,000



128,000Gain on Sale of Marketable Securities














Equity in Earnings (Loss) of Unconsolidated Real Estate


373,000



(278,000
)


84,000



179,000Income (Loss) from Discontinued Operations


1,049,000



196,000



(596,000
)


649,000Less: Operating Expenses














General and Administrative Expenses


15,000



99,000



69,000



183,000Interest Expense(1)


3,000



9,000







12,000Depreciation & Amortization














Minority Interest














Income Taxes














Net Income (Loss)  GAAP Basis

$
8,154,000


$
(184,000
)

$
(535,000
)

$
7,435,000Taxable Income From:Operations


143,000



732,000



137,000



1,012,000Gain on Sale


14,843,000











14,843,000Cash Generated From (Used By):Operating Activities


3,378,000



2,984,000



2,140,000



8,502,000Investing Activities


22,977,000



(2,170,000
)


(47,060,000
)


(26,253,000
)Financing Activities


(8,626,000
)


2,068,000



44,416,000



37,858,000Cash Generated From Operations, Investing & Financing


17,729,000



2,882,000



(504,000
)


20,107,000Less: Cash Distributions From:Operating Activities  to Investors


2,726,000



2,027,000



1,693,000



6,446,000Operating Activities  to Minority Interest


652,000



957,000



447,000



2,056,000Investing & Financing Activities














Other (return of capital)(2)


10,330,000



410,000



100,000



10,840,000Cash Generated (Deficiency) after Cash Distributions


4,021,000



(512,000
)


(2,744,000
)


765,000Less: Special Items (not including Sales & Refinancing)














Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
4,021,000


$
(512,000
)

$
(2,744,000
)

$
765,000  A-8




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR
    (UNAUDITED)  (Continued)
    PUBLIC PROGRAMS
    NNN 2002 VALUE FUND, LLC
 Period fromJanuary 1, 2005


Year Endedthrough


December 31,August 31, 2005(4)


2004


2003Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results:Ordinary Income (Loss) from operations

$
4.80


$
24.56


$
5.64 from recapture










Capital Gain (Loss)


498.09







Cash Distributions to Investors(3)Sources (on GAAP basis) Operating Activities


91.48



68.02



69.71 Investing & Financing Activities










 Other (Return of Capital)


346.64



13.76



4.12Sources (on Cash basis) Sales Investing & Financing Activities










 Operations


91.48



68.02



69.71 Other (Return of Capital)

$
346.64


$
13.76


$
4.12      (1)
    Includes amortization of deferred financing costs.(2)
    Pursuant to NNN 2002 Value Fund, LLCs Operating Agreement,
    cash proceeds from capital transactions are first treated as a
    return of capital.(3)
    Cash Distributions per $1,000 invested excludes distributions to
    minority interests.(4)
    The program adopted the liquidation basis of accounting as of
    August 31, 2005 and for all subsequent periods. However,
    the taxable income numbers are for the year ended
    December 31, 2005, as the liquidation basis of accounting
    is not applicable for income tax purposes. A-9




---



##### Table of Contents



TABLE
    V
    SALES OR DISPOSALS OF PROPERTIES (UNAUDITED)
    PUBLIC PROGRAMS
    December 31, 2007
    Cost of PropertiesSelling Price, Net of Closing Costs & GAAP
    Adjustments


Including Closing & Soft Costs





ExcessPurchase











Total








(Deficiency)Cash





Money


Adjustments








Acquisition








of PropertyReceived





Mortgage


Resulting








Costs, Capital





Gain (loss)


OperatingNet of


Mortgage


Taken


from





Original


Improvements





on


Cash ReceiptsDate


Date


Closing


Balance at


Back By


Application





Mortgage


Closing &





sale of


Over CashProperty

Acquired


of Sale(1)


Costs(2)


Time of Sale


Program(3)


of GAAP


Total(24)


Financing


Soft Costs(4)


Total


Investment


ExpendituresT REIT, Inc.County Center Drive(5)


Jan-02



Apr-05


$
603,000


$
472,000



N/A



N/A


$
1,075,000


$
514,000


$
370,000


$
884,000


$
191,000



N/ACity Center West A(6)


Mar-02



Jul-05


$
13,379,000


$
11,015,000



N/A



N/A


$
24,394,000


$
11,586,000


$
6,836,000


$
18,422,000


$
5,972,000
(23)


N/AEmerald Plaza(7)


Jun-04



Nov-05


$
1,390,000


$
1,850,000



N/A



N/A


$
3,240,000


$
1,850,000


$
807,000


$
2,657,000


$
583,000
(23)


N/APacific Corporate Park(8)


Mar-02



Dec-05


$
1,645,000


$




N/A



N/A


$
1,645,000


$
3,534,000


$
(2,376,000
)

$
1,158,000


$
487,000
(23)


N/AReno Trademark Building(9)


Sep-01



Jan-06


$
2,310,000


$
1,778,000



N/A



N/A


$
4,088,000


$
1,080,000


$
1,728,000


$
2,808,000


$
1,280,000
(23)


N/AOakey Building(10)


Apr-04



Jan-06


$
917,000


$
863,000



N/A



N/A


$
1,780,000


$
392,000


$
808,000


$
1,200,000


$
580,000
(23)


N/AUniversity Heights


Aug-02



Jan-06


$
2,765,000


$
4,209,000



N/A



N/A


$
6,974,000


$



$
6,518,000


$
6,518,000


$
456,000
(23)


N/AAmberOaks Corporate Center(11)


Jan-04



Jun-06


$
12,167,000


$
11,229,000



N/A



N/A


$
23,396,000


$
11,250,000


$
2,260,000


$
13,510,000


$
9,886,000
(23)


N/ATitan Building & Plaza(12)


Apr-02



Jul-06


$
3,725,000


$
2,862,000



N/A



N/A


$
6,587,000


$
2,910,000


$
1,279,000


$
4,189,000


$
2,398,000
(23)


N/AEnclave Parkway


Dec-03



Jun-07


$
725,000


$
743,000



N/A



N/A


$
1,468,000


$
779,000


$
302,000


$
1,081,000


$
387,000
(23)


N/AG REIT, Inc.525 B Street (Golden Eagle)


Jun-04



Aug-05


$
52,218,000


$
63,640,000



N/A



N/A


$
115,858,000


$
69,943,000


$
35,365,000


$
105,308,000


$
10,550,000



N/APark Sahara(13)


Mar-03



Dec-05


$
273,000


$
376,000



N/A



N/A


$
649,000


$
399,000


$
118,000


$
517,000


$
132,000



N/A600 B Street (Comerica)(14)


Jun-04



Jul-06


$
91,730,000


$




N/A



N/A


$
91,730,000


$
56,057,000


$
11,638,000


$
67,695,000


$
24,035,000
(23)


N/AHawthorne Plaza


Apr-04



Sep-06


$
68,261,000


$
51,719,000



N/A



N/A


$
119,980,000


$
62,750,000


$
27,274,000


$
90,024,000


$
29,956,000
(23)


N/AAmberOaks Corporate Center


Jan-04



Sep-06


$
27,584,000


$
18,050,000



N/A



N/A


$
45,634,000


$
14,250,000


$
20,455,000


$
34,705,000


$
10,929,000
(23)


N/ABrunswig Square


Apr-04



Oct-06


$
9,639,000


$
15,543,000



N/A



N/A


$
25,182,000


$
15,830,000


$
7,327,000


$
23,157,000


$
2,025,000
(23)


N/ACenterpoint Corporate Park


Dec-03



Oct-06


$
33,707,000


$
40,000,000



N/A



N/A


$
73,707,000


$
25,029,000


$
28,139,000


$
53,168,000


$
20,539,000
(23)


N/A5508 Highway 290 West


Sep-02



Nov-06


$
(862,000
)

$
9,588,000



N/A



N/A


$
8,726,000


$
6,700,000


$
2,026,000


$
8,726,000


$

(23)


N/ADepartment of Children and Families Campus


Apr-03



Nov-06


$
2,898,000


$
8,881,000



N/A



N/A


$
11,779,000


$
7,605,000


$
3,004,000


$
10,609,000


$
1,170,000
(23)


N/APublic Ledger Building


Feb-04



Nov-06


$
13,933,000


$
24,520,000



N/A



N/A


$
38,453,000


$
25,000,000


$
12,171,000


$
37,171,000


$
1,282,000
(23)


N/AAtrium Building


Jan-03



Dec-06


$
(219,000
)

$
3,448,000



N/A



N/A


$
3,229,000


$
2,200,000


$
2,171,000


$
4,371,000


$
(1,142,000)
(23)


N/AGemini Plaza


May-03



Dec-06


$
5,633,000


$
10,089,000



N/A



N/A


$
15,722,000


$
9,815,000


$
3,178,000


$
12,993,000


$
2,729,000
(23)


N/ATwo Corporate Plaza


Nov-02



Jan-07


$
7,127,000


$
9,633,000



N/A



N/A


$
16,760,000


$
10,160,000


$
3,051,000


$
13,211,000


$
3,549,000
(23)


N/AOne World Trade Center


Dec-03



Mar-07


$
54,165,000


$
90,000,000



N/A



N/A


$
144,165,000


$
77,000,000


$
33,144,000


$
110,144,000


$
34,021,000
(23)


N/AOne Financial Plaza


Aug-04



Mar-07


$
11,487,000


$
23,870,000



N/A



N/A


$
35,357,000


$
23,870,000


$
8,657,000


$
32,527,000


$
2,830,000
(23)


N/A824 Market Street


Oct-03



Jun-07


$
16,636,000


$
18,230,000



N/A



N/A


$
34,866,000


$



$
35,813,000


$
35,813,000


$
(947,000)
(23)


N/ANorth Belt Corporate Center


Apr-04



Jun-07


$
6,952,000


$
9,731,000



N/A



N/A


$
16,683,000


$



$
14,208,000


$
14,208,000


$
2,475,000
(23)


N/AOpus Plaza at Ken Caryl


Sep-05



Jul-07


$
3,207,000


$
6,700,000



N/A



N/A


$
9,907,000


$
6,700,000


$
3,612,000


$
10,312,000


$
(405,000)
(23)


N/AMadrona Buildings


Mar-04



Aug-07


$
15,034,000


$
32,901,000



N/A



N/A


$
47,935,000


$
28,458,000


$
16,907,000


$
45,365,000


$
2,570,000
(23)


N/AEaton Freeway Industrial Park


Oct-05



Sep-07


$
2,326,000


$
5,000,000



N/A



N/A


$
7,326,000


$
5,000,000


$
2,885,000


$
7,885,000


$
(559,000)
(23)


N/A  A-10




---



##### Table of Contents



TABLE
    V
    SALES OR DISPOSALS OF PROPERTIES
    (UNAUDITED)  (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Cost of PropertiesSelling Price, Net of Closing Costs & GAAP
    Adjustments


Including Closing & Soft Costs





ExcessPurchase










Total








(Deficiency)Cash





Money

Adjustments








Acquisition








of PropertyReceived





Mortgage

Resulting








Costs, Capital





Gain (loss)


OperatingNet of


Mortgage


Taken

from





Original


Improvements





on


Cash ReceiptsDate


Date


Closing


Balance at


Back By

Application





Mortgage


Closing &





sale of


Over CashProperty

Acquired


of Sale(1)


Costs(2)


Time of Sale


Program(3)

of GAAP


Total(24)


Financing


Soft Costs(4)


Total


Investment


ExpendituresNorth Pointe Corporate Center(15)


Aug-03



Sep-07


$
23,007,000


$



N/A


N/A


$
23,007,000


$
15,600,000


$
8,213,000


$
23,813,000


$
(806,000)
(23)


N/ABay View Plaza


Jul-03



Nov-07


$
3,828,000


$
5,577,000


N/A


N/A


$
9,405,000


$



$
11,602,000


$
11,602,000


$
(2,197,000)
(23)


N/ANNN 2002 Value Fund, LLCBank of America Plaza West


Sep-02



Mar-05


$
11,768,000


$
9,053,000


N/A


N/A


$
20,821,000


$
14,200,000


$
(53,000
)

$
14,147,000


$
6,674,000



N/ANetpark(16)


Jun-03



Sep-05


$
15,249,000


$
17,014,000


N/A


N/A


$
32,263,000


$
15,750,000


$
8,298,000


$
24,048,000


$
8,215,000
(23)


N/ANNN 2003 Value Fund, LLCSatellite Place(17)


Nov-04



Feb-05


$
7,727,000


$
11,000,000


N/A


N/A


$
18,727,000


$
11,000,000


$
7,342,000


$
18,342,000


$
385,000



N/AFinancial Plaza(18)


Oct-04



Apr-05


$
2,327,000


$
4,110,000


$2,300,000


N/A


$
8,737,000


$
4,125,000


$
1,597,000


$
5,722,000


$
3,015,000



N/A801 K Street(19)


Mar-04



Aug-05


$
7,244,000


$
7,570,000


N/A


N/A


$
14,814,000


$
7,567,000


$
5,168,000


$
12,735,000


$
2,079,000



N/AEmerald Plaza(20)


Jun-04



Nov-05


$
2,405,000


$
3,151,000


N/A


N/A


$
5,556,000


$
3,151,000


$
1,417,000


$
4,568,000


$
988,000



N/ASouthwood Tower


Oct-04



Dec-05


$
7,493,000


$



N/A


N/A


$
7,493,000


$



$
5,091,000


$
5,091,000


$
2,402,000



N/AOakey Building(21)


Apr-04



Jan-06


$
7,052,000


$
6,639,000


N/A


N/A


$
13,691,000


$
3,016,000


$
5,132,000


$
8,148,000


$
5,543,000



N/A3500 Maple(22)


Dec-05



Oct-06


$
21,726,000


$
46,530,000


N/A


N/A


$
68,256,000


$
57,737,000


$
9,346,000


$
67,083,000


$
1,173,000



N/AInterwood


Jan-05



Mar-07


$
4,900,000


$
5,500,000


N/A


N/A


$
10,400,000


$
5,500,000


$
2,223,000


$
7,723,000


$
2,677,000



N/ADaniels Road land parcel


Oct-05



Mar-07


$
1,193,000


$



N/A


N/A


$
1,193,000


$



$
736,000


$
736,000


$
457,000



N/AWoodside Corporate Park


Sep-05



Dec-07


$
11,257,000


$
16,754,000


N/A


N/A


$
28,011,000


$
15,915,000


$
5,528,000


$
21,443,000


$
6,568,000



N/A      (1)
    
    No sales were to affiliated parties
    except as noted below.(2)
    
    Net cash received plus assumption
    of certain liabilities by buyer.(3)
    
    The amounts shown are the face
    amounts and do not represent discounted current value.(4)
    
    Does not include pro-rata share of
    original offering costs. Amount shown is net of depreciation for
    consolidated properties and net of previous distributions
    received for unconsolidated properties.(5)
    
    Represents results only for T
    REITs 16.0% interest.(6)
    
    Represents results only for T
    REITs 89.1% interest.(7)
    
    Represents results only for T
    REITs 2.7% interest.(8)
    
    Represents results only for T
    REITs 22.8% interest. Date of Sale is the date of sale of
    the last building in the property. Cash received is our final
    distribution on the investment and mortgage at the time of sale
    is the mortgage balance as of the date of the sale of the last
    building. Note that the balance was paid off in connection with
    the sale of one of the earlier buildings.(9)
    
    Represents results only for T
    REITs 40.0% tenant in common interest.(10)
    
    Represents results only for T
    REITs 9.8% interest.(11)
    
    Represents results only for T
    REITs 75% tenant in common interest.(12)
    
    Represents results only for T
    REITs 48.5% tenant in common interest. A-11




---



##### Table of Contents



TABLE
    V
    SALES OR DISPOSALS OF PROPERTIES
    (UNAUDITED)  (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  (13)
    
    Represents results only for
    G REITs 4.75% interest.(14)
    
    The mortgage associated with
    600 B Street (Comerica) was paid off in connection
    with a prior property sale.(15)
    
    The debt associated with North
    Pointe Corporate Center was paid off in connection with a prior
    property sales.(16)
    
    This property was sold to an
    affiliated party. Represents results for NNN 2002 Value Fund,
    LLCs 50.0% interest.(17)
    
    This property was sold to an
    affiliated party.(18)
    
    In connection with the sale, we
    received a note receivable secured by the property, bears
    interest at a fixed rate of 8.0% per annum and matures on
    April 1, 2008. The note requires monthly interest-only
    payments.(19)
    
    Represents results only for NNN
    2003 Value Fund, LLCs 18.3% interest.(20)
    
    Represents results only for NNN
    2003 Value Fund, LLCs 4.6% interest.(21)
    
    Represents results only for NNN
    2003 Value Fund, LLCs 75.4% interest.(22)
    
    Date of sale represents the date of
    sale of NNN 2003 Value Fund, LLCs last remaining interest
    in the property. Represents results only for NNN 2003 Value
    Fund, LLCs 99% interest.(23)
    
    Represents the book value gain.
    Under liquidation accounting, adopted as of June 30, 2005
    for T REIT, Inc., August 31, 2005 for NNN 2002 Value Fund,
    LLC, and December 31, 2005 for G REIT, Inc., an
    investment is carried at its estimated fair value less costs to
    sell.(24)
    
    The allocation of the taxable gain
    between ordinary and capital is as follows:  Capital Gain/(Loss)


Ordinary Income/(Loss)


TotalT REIT, Inc.County Center Drive

$
269,000


$
(2,000
)

$
267,000City Center West A

$
10,026,000


$



$
10,026,000Emerald Plaza

$
609,000


$



$
609,000Pacific Corporate Park

$
546,000


$



$
546,000Reno Trademark Building

$
1,425,000


$



$
1,425,000Oakey Building

$
365,000


$



$
365,000University Heights

$
1,470,000


$



$
1,470,000AmberOaks Corporate Center

$
9,974,000


$



$
9,974,000Titan Building & Plaza

$
3,314,000


$



$
3,314,000Enclave Parkway

$
369,000


$



$
369,000G REIT, Inc.525 B Street

$
11,786,000


$
550,000


$
12,336,000Park Sahara

$
143,000


$
8,000


$
151,000600 B Street (Comerica)

$
24,919,000


$



$
24,919,000Hawthorne Plaza

$
26,026,000


$



$
26,026,000AmberOaks Corporate Center

$
10,259,000


$



$
10,259,000Brunswig Square

$
1,641,000


$



$
1,641,000Centerpoint Corporate Park

$
20,997,000


$



$
20,997,0005508 Highway West 290

$
1,446,000


$



$
1,446,000  A-12




---



##### Table of Contents



TABLE
    V
    SALES OR DISPOSALS OF PROPERTIES
    (UNAUDITED)  (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
 Capital Gain/(Loss)


Ordinary Income/(Loss)


TotalDepartment of Children and Families Campus

$
818,000


$



$
818,000Public Ledger Building

$
4,465,000


$



$
4,465,000Atrium Building

$
665,000


$



$
665,000Gemini Plaza

$
2,125,000


$



$
2,125,000Two Corporate Plaza

$
5,651,000


$



$
5,651,000One World Trade Center

$
36,854,000


$



$
36,854,000One Financial Plaza

$
6,970,000


$



$
6,970,000824 Market Street

$
2,795,000


$



$
2,795,000North Belt Corporate Center

$
2,797,000


$



$
2,797,000Opus Plaza at Ken Caryl

$
6,000


$



$
6,000Madrona Buildings

$
7,307,000


$



$
7,307,000Eaton Freeway Industrial Park

$
(210,000
)

$



$
(210,000
)North Pointe Corporate Center

$
952,000


$



$
952,000Bay View Plaza

$
(1,345,000
)

$



$
(1,345,000
)NNN 2002 Value Fund, LLCBank of America Plaza West

$
6,369,000


$
12,000


$
6,381,000Netpark

$
8,996,000


$
633,000


$
9,629,000NNN 2003 Value Fund, LLCSatellite Place

$



$
509,000


$
509,000Financial Plaza

$



$
3,072,000


$
3,072,000801 K Street

$
1,972,000


$



$
1,972,000Emerald Plaza

$
1,029,000


$



$
1,029,000Southwood Tower

$
3,239,000


$



$
3,239,000Oakey Building

$
2,816,000


$



$
2,816,0003500 Maple

$



$
1,440,000


$
1,440,000Interwood

$
1,952,000


$



$
1,952,000Daniels Road land parcel

$
459,000


$



$
459,000Woodside Corporate Park

$
3,824,000


$



$
3,824,000  A-13




---



##### Table of Contents



TABLE
    I
    EXPERIENCE IN RAISING AND INVESTING FUNDS (UNAUDITED)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
       A-14




---



##### Table of Contents



TABLE
    I
    EXPERIENCE IN RAISING AND INVESTING FUNDS (UNAUDITED)
    CONSOLIDATED PRIVATE PROGRAMS 
    DECEMBER 31, 2007
  Total PrivateNNN


NNN


102


Subtotal of


Less


Programs ExcludingOpportunity


Collateralized


TIC


104 Private


1 Affiliated


AffiliatedFund VIII, LLC


Senior Notes, LLC


Programs


Programs


Program


OwnershipDollar Amount Offered

$
20,000,000


$
50,000,000


$
1,420,242,000


$
1,490,242,000


$
4,751,000


$
1,485,491,000Dollar Amount Raised

$
11,806,000


$
16,277,000


$
1,420,202,000


$
1,448,285,000


$
4,751,000


$
1,443,534,000Percentage Amount Raised


59.0%



32.6%



100%



97.2%



100%



97.2%Less Offering Expenses:Selling Commissions


7.0%



5.8%



6.9%



6.9%



7.0%



6.9%Marketing Support & Due Diligence Reimbursement


3.5%



1.5%



3.3%



3.3%



2.5%



3.3%Organization & Offering Expenses(1)


2.5%



1.0%



2.5%



2.5%



4.0%



2.5%Reserves


8.0%



%



5.5%



5.4%



2.5%



5.4%Percent Available for Investment


79.0%



91.7%



81.8%



81.9%



84.0%



81.9%Acquisition Cost:Cash Down Payment


74.5%



91.7%



76.3%



76.5%



80.7%



76.4%Loan Fees(2)


2.5%



%



3.9%



3.8%



3.3%



3.9%Acquisition Fees Paid to Affiliates


2.0%



%



%



%



%



%Total Acquisition Cost


79.0%



91.7%



80.2%



80.3%



84.0%



80.3%Percent Leveraged


82%



n/a



72%



71%Date Offering Began


December 13, 2004



August 1, 2006



May 7, 2004 to
    August 29, 2007Date Offering Ended


June 16, 2006



March 26, 2007



January 5, 2005 to
    December 13, 2007Length of Offering (months)


18 months



8 months



1 to 17 monthsMonths to Invest 90% of Amount Available for Investment
    (Measured from Beginning of Offering)


n/a



n/a



1 to 12 monthsNumber of InvestorsNote Unit Holders






222







222







222LLC Members


336







2,312



2,648



2



2,646Tenants In Common (TICs)










2,785



2,785







2,785Total


336



222



5,097



5,655



2



5,653     (1)
    
    Includes legal, accounting, printing and other offering
    expenses, including amounts for the reimbursement for marketing,
    salaries and direct expenses of employees engaged in marketing
    and other organization expenses.(2)
    
    Includes amounts paid to third parties and the Grubb &
    Ellis Group and its affiliates. A-15




---



##### Table of Contents



TABLE
    II
    COMPENSATION TO SPONSOR (UNAUDITED)
    PRIVATE PROGRAMS
    December 31, 2007
   A-16




---



##### Table of Contents



TABLE
    II
    COMPENSATION TO SPONSOR (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    December 31, 2007
  Total PrivatePrograms103


94


197


Less


ExcludingPrivate


Other


Private


11 Affiliated


AffiliatedPrograms


Programs


Programs


Programs


OwnershipMay 7, 2004 to



July 1, 1998 toDate Offering Commenced


August 29, 2007



November 27, 2007Dollar Amount Raised

$
1,432,006,000


$
749,410,000


$
2,181,416,000


$
61,635,000


$
2,119,781,000Amounts Paid to Sponsor from Proceeds of Offering:Selling Commissions to Selling Group Members

$
83,612,000


$
8,972,000


$
92,584,000


$



$
92,584,000Marketing Support & Due Diligence Reimbursement


43,312,000



4,688,000



48,000,000







48,000,000Organization & Offering Expenses


25,944,000



1,780,000



27,724,000







27,724,000Loan Fees


14,447,000



1,508,000



15,955,000







15,955,000Acquisition Fees


















Totals

$
167,315,000


$
16,948,000


$
184,263,000


$



$
184,263,000Amounts Paid to Sponsor at Acquisition for Real Estate
    Acquisition Fees

$
82,851,000


$
7,413,000


$
90,264,000


$



$
90,264,000Dollar Amount of Cash Generated from Operations Before Deducting
    Payments to Sponsor

$
217,135,000


$
138,150,000


$
355,285,000


$
13,553,000


$
341,732,000Amounts Paid to Sponsor from Operations  Year 2005:Property Management Fees

$
3,305,000


$
8,319,000


$
11,624,000


$
1,078,000


$
10,546,000Asset Management Fees


31,000



991,000



1,022,000







1,022,000Leasing Commissions


2,613,000



4,211,000



6,824,000



1,247,000



5,577,000Totals

$
5,949,000


$
13,521,000


$
19,470,000


$
2,325,000


$
17,145,000Amounts Paid to Sponsor from Operations  Year 2006:Property Management Fees

$
10,095,000


$
8,091,000


$
18,186,000


$
697,000


$
17,489,000Asset Management Fees


















Leasing Commissions


5,407,000



5,408,000



10,815,000



269,000



10,546,000Totals

$
15,502,000


$
13,499,000


$
29,001,000


$
966,000


$
28,035,000Amounts Paid to Sponsor from Operations  Year 2007:Property Management Fees

$
15,581,000


$
4,239,000


$
19,820,000


$
236,000


$
19,584,000Asset Management Fees


35,000



30,000



65,000







65,000Leasing Commissions


6,728,000



2,908,000



9,636,000



67,000



9,569,000Totals

$
22,344,000


$
7,177,000


$
29,521,000


$
303,000


$
29,218,000Amounts Paid to Sponsor from Property Sales and Refinancings:Real Estate Commissions

$
13,279,000


$
24,442,000


$
37,721,000


$
1,967,000


$
35,754,000Incentive Fees


78,000



3,093,000



3,171,000



501,000



2,670,000Construction Management Fees


895,000



707,000



1,602,000



214,000



1,388,000Refinancing Fees


639,000



371,000



1,010,000



82,000



928,000Totals

$
14,891,000


$
28,613,000


$
43,504,000


$
2,764,000


$
40,740,000  A-17




---



##### Table of Contents








TABLE III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PRIVATE PROGRAMS
    TENANT IN COMMON (TIC) PROGRAMS
    2007


2006


2005


2004


2003132 TIC


118 TIC


85 TIC


45 TIC


21 TICPrograms


Programs


Programs


Programs


ProgramsGross Revenues

$
457,039,000


$
353,409,000


$
222,797,000


$
122,967,000


$
37,570,000Profit on Sale of Properties


46,562,000



38,606,000



35,250,000







12,000Less:Operating Expenses


176,524,000



131,146,000



83,829,000



42,684,000



13,918,000Owners Expenses


11,823,000



8,906,000



3,774,000



1,554,000



540,000Interest Expense


162,938,000



128,262,000



67,923,000



28,769,000



8,281,000Depreciation & Amortization(1)Net Income(1)

$
152,316,000


$
123,701,000


$
102,521,000


$
49,960,000


$
14,843,000Taxable Income (Loss)(1)Cash Generated From:Operations

$
114,180,000


$
86,322,000


$
68,963,000


$
49,062,000


$
14,831,000Sales


154,471,000



109,710,000



124,049,000







Refinancing


4,025,000



2,929,000



7,578,000



819,000



Cash Generated From Operations, Sales & RefinancingBefore Additional Cash Adjustments


272,676,000



198,961,000



200,590,000



49,881,000



14,831,000Additional Cash Adjustments


















Less: Monthly Mortgage Principal Repayments


7,334,000



5,424,000



6,539,000



4,115,000



606,000Cash Generated From Operations, Sales & Refinancing


265,342,000



193,537,000



194,051,000



45,766,000



14,225,000Less: Cash Distributions to Investors From:Operating Cash Flow


90,907,000



72,659,000



49,383,000



26,878,000



6,884,000Sales & Refinancing


156,006,000



110,693,000



121,385,000



757,000



Other (return of capital)(2)


6,543,000



3,831,000



325,000



243,000



Cash Generated (Deficiency) after Cash Distributions


11,886,000



6,354,000



22,958,000



17,888,000



7,341,000Less: Special Items (not including Sales & Refinancing)


















Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
11,886,000


$
6,354,000


$
22,958,000


$
17,888,000


$
7,341,000Tax and Distribution Data Per $1,000 Invested(3)Federal Income Tax Results(1):Cash Distributions to InvestorsSources (on Tax basis) Investment Income

$



$



$



$



$
 Return of Capital

$
3.93


$
2.59


$
0.29


$
0.46


$
Sources (on Cash basis) Sales and Refinancing

$
93.62


$
74.70


$
107.58


$
1.44


$
 Operations

$
54.55


$
49.03


$
43.77


$
51.27


$
31.69     (1)
    For the Tenant In Common (TIC) programs, individual investors
    are involved in a tax deferred exchange. Each TIC has an
    individual tax basis for depreciation and amortization and is
    responsible for their own calculations of depreciation and
    amortization.(2)
    Amounts may be the result of several reasons, including but not
    limited to the following: utilization of equity funded reserves
    for designated repairs in apartment programs; utilization of
    equity funded reserves for payment of mezzanine interest;
    acceleration of payments for interest expense and property taxes
    for income tax purposes; unbilled CAM and rents at the year end;
    unanticipated expenses due to hurricane damage at two properties.(3)
    Based on the total offering raised at the close of the program. A-18




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PRIVATE PROGRAMS
    AFFILIATED OWNERSHIP IN TENANT IN COMMON (TIC)
    PROGRAMS
    2007


2006


2005


2004


20034 Affiliated


8 Affiliated


8 Affiliated


9 Affiliated


3 AffiliatedPrograms


Programs


Programs


Programs


ProgramsGross Revenues

$
6,497,000


$
6,912,000


$
11,079,000


$
18,014,000


$
5,864,000Profit on Sale of Properties


271,000



7,151,000



2,595,000







Less: Operating Expenses


2,934,000



4,059,000



5,475,000



6,510,000



2,612,000Owners Expenses


78,000



171,000



159,000



150,000



74,000Interest Expense


1,505,000



2,093,000



2,702,000



3,565,000



1,128,000Depreciation & Amortization(1)Net Income(1)

$
2,251,000


$
7,740,000


$
5,338,000


$
7,789,000


$
2,050,000Taxable Income (loss)(1):Cash Generated From:Operations

$
2,015,000


$
1,011,000


$
2,800,000


$
7,475,000


$
2,050,000Sales


724,000



20,676,000



10,028,000







Refinancing










(10,000
)


287,000



Cash Generated From Operations, Sales & RefinancingBefore Additional Cash Adjustments


2,739,000



21,687,000



12,818,000



7,762,000



2,050,000Additional Cash AdjustmentsLess: Monthly Mortgage Principal Repayments


362,000



114,000



140,000



93,000



22,000Cash Generated From Operations, Sales & Refinancing


2,377,000



21,573,000



12,678,000



7,669,000



2,028,000Less: Cash Distributions to Investors From:Operating Cash Flow


624,000



1,288,000



2,641,000



3,791,000



1,057,000Sales & Refinancing


724,000



21,727,000



9,826,000



259,000



Other (return of capital)


















Cash Generated (Deficiency) after Cash Distributions


1,029,000



(1,442,000
)


211,000



3,619,000



971,000Less: Special Items (not including Sales & Refinancing)


















Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
1,029,000


$
(1,442,000
)

$
211,000


$
3,619,000


$
971,000Tax and Distribution Data Per $1,000 Invested(2)Federal Income Tax Results(1):Cash Distributions to InvestorsSources (on Tax basis) Investment Income

$



$



$



$



$
 Return of Capital

$



$



$



$



$
Sources (on Cash basis) Sales and Refinancings

$
33.16


$
466.33


$
210.90


$
4.43


$
 Operations

$
28.58


$
27.64


$
56.68


$
64.87


$
34.71     (1)
    For the Tenant In Common (TIC) programs, individual investors
    are involved in a tax deferred exchange. Each TIC has an
    individual tax basis for depreciation and amortization and is
    responsible for their own calculations of depreciation and
    amortization.(2)
    Based on the total offering raised at the close of the program. A-19




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PRIVATE PROGRAMS
    TENANT IN COMMON (TIC) PROGRAMS EXCLUDING AFFILIATED
    OWNERSHIP
    2007


2006


2005


2004


2003132 TIC


118


85


45


21Programs


TIC Programs


TIC Programs


TIC Programs


TIC ProgramsGross Revenues

$
450,542,000


$
346,497,000


$
211,718,000


$
104,953,000


$
31,706,000Profit on Sale of Properties


46,291,000



31,455,000



32,655,000







12,000Less: Operating Expenses


173,590,000



127,087,000



78,354,000



36,174,000



11,306,000Owners Expenses


11,745,000



8,735,000



3,615,000



1,404,000



466,000Interest Expense


161,433,000



126,169,000



65,221,000



25,204,000



7,153,000Depreciation & Amortization(1)Net Income(1):

$
150,065,000


$
115,961,000


$
97,183,000


$
42,171,000


$
12,793,000Taxable Income (loss)(1):Cash Generated From:Operations

$
112,165,000


$
85,311,000


$
66,163,000


$
41,587,000


$
12,781,000Sales


153,747,000



89,034,000



114,021,000







Refinancing


4,025,000



2,929,000



7,588,000



532,000



Cash Generated From Operations, Sales & RefinancingBefore Additional Cash Adjustments


269,937,000



177,274,000



187,772,000



42,119,000



12,781,000Additional Cash AdjustmentsLess: Monthly Mortgage Principal Repayments


6,972,000



5,310,000



6,399,000



4,022,000



584,000Cash Generated From Operations, Sales & Refinancing


262,965,000



171,964,000



181,373,000



38,097,000



12,197,000Less: Cash Distributions to Investors From:Operating Cash Flow


90,283,000



71,371,000



46,742,000



23,087,000



5,827,000Sales & Refinancing


155,282,000



88,966,000



111,559,000



498,000



Other (return of capital)(2)


6,543,000



3,831,000



325,000



243,000



Cash Generated (Deficiency) after Cash Distributions


10,857,000



7,796,000



22,747,000



14,269,000



6,370,000Less: Special Items (not including Sales & Refinancing)


















Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
10,857,000


$
7,796,000


$
22,747,000


$
14,269,000


$
6,370,000Tax and Distribution Data Per $1,000 Invested(3)Federal Income Tax Results(1):Cash Distributions to InvestorsSources (on Tax basis)Investment Income

$



$



$



$



$
 Return of Capital

$
3.98


$
2.67


$
0.30


$
0.52


$
0.00Sources (on Cash basis) Sales and Refinancings

$
94.42


$
61.99


$
103.13


$
1.07


$
0.00 Operations

$
54.90


$
49.73


$
43.21


$
49.56


$
31.19     (1)
    For the Tenant In Common (TIC) programs, individual investors
    are involved in a tax deferred exchange. Each TIC has an
    individual tax bases for depreciation and amortization and is
    responsible for their own calculations of depreciation and
    amortization.(2)
    Amounts may be the result of several reasons, including but not
    limited to the following: utilization of equity funded reserves
    for designated repairs in apartment programs; utilization of
    equity funded reserves for payment of mezzanine interest;
    acceleration of payments for interest expense and property taxes
    for income tax purposes; unbilled common area maintenance, or
    CAM, and rents at the year end; unanticipated expenses due to
    hurricane damage at two properties.(3)
    Based on the total offering raised at the close of the program. A-20




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PRIVATE PROGRAMS
    MULTIPLE PROPERTY INVESTMENT FUNDS
    NNN Opportunity Fund VIII, LLC


NNN Opportunity Fund VIII, LLC2007


2006Gross Revenues

$
5,229,000


$
2,514,000Profit on Sale of Properties






848,000Less: Operating Expenses


2,482,000



880,000Owners Expenses


133,000



77,000Interest Expense


3,338,000



1,577,000Depreciation & Amortization


1,318,000



606,000Net Income  Tax Basis


(2,042,000
)

$
222,000Taxable Income From:Operations


(2,042,000
)


(626,000
)Gain on Sale






848,000Cash Generated From:Operations


(724,000
)


(20,000
)Sales






1,614,000Refinancing






Cash Generated From Operations, Sales & RefinancingBefore Additional Cash Adjustments


(724,000
)


1,594,000Additional Cash AdjustmentsLess: Monthly Mortgage Principal
    Repayments






Cash Generated From Operations,
    Sales & Refinancing


(724,000
)


1,594,000Less: Cash Distributions to Investors From:Operating Cash FlowSales & Refinancing


525,000



346,000Other (return of capital)


65,000



Cash Generated (Deficiency) after Cash Distributions


(1,249,000
)


1,248,000Less: Special Items (not including Sales & Refinancing)






Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
(1,249,000
)

$
1,248,000Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results:Ordinary Income (Loss) from operations

$
(172.96
)

$
(53.02
) from recaptureCapital Gain (Loss)






71.83Cash Distributions to Investors Sources (on Tax basis) Investment Income






 Return of Capital


5.51



Sources (on Cash basis) Sales


44.47



29.31 Refinancing






 Operations

$



$
  A-21




---



##### Table of Contents



TABLE
    III
    OPERATING RESULTS OF PRIOR PROGRAMS BY YEAR (UNAUDITED)
    PRIVATE PROGRAMS
    NOTES PROGRAM
    NNN Collateralized Senior Notes, LLC


NNN Collateralized Senior Notes, LLC2007


2006Gross Revenues (1)

$
676,000
(1)

$
15,000
(1)Profit on Sale of PropertiesLess: Operating Expenses






Owners Expenses


2,000



Interest Expense (2)


1,404,000
(2)


100,000
(2)Depreciation & Amortization


288,000



31,000Net Income  Tax Basis


(1,018,000
)


(116,000
)Taxable Income From:Operations


(1,018,000
)


(116,000
)Gain on SaleCash Generated From:Operations


(730,000
)


(85,000
)Sales






Refinancing






Cash Generated From Operations, Sales & Refinancing


(730,000
)


(85,000
)Less: Cash Distributions to Investors From:Operating Cash Flow






Sales & Refinancing






Other (return of capital)






Cash Generated (Deficiency) after Cash Distributions


(730,000
)


(85,000
)Less: Special Items (not including Sales & Refinancing)Cash Generated (Deficiency) after Cash Distributions and Special
    Items

$
(730,000
)

$
(85,000
)Tax and Distribution Data Per $1,000 InvestedCash Distributions to InvestorsSources (on Tax basis) Investment Income

$
8.75


$
8.75 Return of Capital






Sources (on Cash basis) Sales and Refinancing






 Operations

$



$
     (1)
    
    Gross Revenues represent interest income from loans made to
    other affiliated programs of the Grubb & Ellis Group.(2)
    
    Cash distributions to the note unit holders are included in
    Interest Expense above. A-22




---



##### Table of Contents



TABLE
    IV
    RESULTS OF COMPLETED PROGRAMS (UNAUDITED)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
    NNN














NNN





NNN


TruckeeTown


NNN


NNN


NNN


Yerington


Tech


NNN


County


RiverTellride


Kiwi


&


Bryant


Saddleback


Fund


Shopping


Fund


Alamosa


Center


OfficeBarstow,


Assoc,


Country,


Ranch,


Financial,


VIII,


Center,


III,


Plaza,


Drive,


Tower,LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLCDollar Amount Raised

$
1,620,000


$
2,681,000


$
7,200,000


$
5,000,000


$
3,866,000


$
8,000,000


$
1,625,000


$
3,699,000


$
6,650,000


$
3,125,000


$
5,550,000Number of Properties Purchased


1



1



1



1



1



3



1



3



1



1



1Date of Closing of Offering


16-Dec-98



4-Feb-01



29-Mar-00



12-Nov-02



29-Oct-02



7-Mar-00



3-Aug-99



20-Jun-00



25-Oct-02



6-Feb-02



15-Jul-99Date of First Sale of Property


19-Feb-03



25-Feb-03



25-Jun-04



2-Nov-04



27-Dec-04



26-Mar-02



17-Jan-05



3-Jul-01



24-Mar-05



14-Apr-05



15-Apr-05Date of Final Sale of Property


19-Feb-03



25-Feb-03



25-Jun-04



2-Nov-04



27-Dec-04



6-Jan-04



17-Jan-05



7-Feb-05



24-Mar-05



14-Apr-05



15-Apr-05Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results (1):Cash Distributions to InvestorsSources (on Tax basis) Investment Income

$



$



$



$



$



$



$



$



$



$



$
 Return of Capital

$



$
26.58


$
71.23


$



$
11.83


$
125.22


$
54.24


$



$
13.82


$



$
Sources (on Cash basis) Sales

$
884.53


$
1,053.34


$
1,221.31


$
1,206.17


$
1,384.96


$
1,305.19


$
1,132.76


$
1,293.88


$
1,266.59


$
1,206.37


$
953.00 Refinancing

$



$



$
68.33


$



$



$



$



$



$



$



$
 Operations

$
401.16


$
175.12


$
268.98


$
184.74


$
181.08


$
129.11


$
496.14


$
446.45


$
210.94


$
247.48


$
619.55     (1)
    
    There are three notes programs that have completed operations
    and are closed. The notes programs report interest income to the
    note unit holders. The remaining programs included in this table
    are TIC programs with investors generally involved in tax
    deferred exchanges. Accordingly, each TIC has an individual tax
    basis for determining amortization and depreciation. Neither
    type of program requires depreciation or amortization,
    therefore, there is no presentation of Federal Income Tax
    Results. A-23




---



##### Table of Contents



TABLE
    IV
    RESULTS OF COMPLETED PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  NNN


NNN


NNN


NNN


NNN








NNN


NNN


NNNNNN


Rocky Mountain


Jefferson


City Center


LV 1900


Park


NNN


NNN


Springtown


Emerald


KahanaNorth Reno


Exchange,


Square,


West A,


Aerojet Way


Sahara,


801 K Street,


Timberhills,


Mall,


Plaza,


Gateway,LLC


LLC (2)


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLCDollar Amount Raised

$
2,750,000


$
2,670,000


$
9,200,000


$
1,238,000


$
2,000,000


$
4,953,000


$
29,600,000


$
3,695,000


$
2,550,000


$
42,800,000


$
8,140,000Number of Properties Purchased


1



1



2



1



1



5



1



1



1



1



3Date of Closing of Offering


19-Jun-02



15-Feb-01



26-Aug-03



15-Mar-02



31-Aug-01



17-Mar-03



31-Mar-04



27-Nov-01



21-Mar-03



5-Jan-05



6-Mar-03Date of First Sale of Property


19-May-05



31-May-05



22-Jul-05



28-Jul-05



27-Sep-05



20-Dec-05



26-Aug-05



19-Oct-05



2-Nov-05



10-Nov-05



15-Nov-05Date of Final Sale of Property


19-May-05



31-May-05



22-Jul-05



28-Jul-05



27-Sep-05



20-Dec-05



26-Aug-05



19-Oct-05



2-Nov-05



10-Nov-05



15-Nov-05Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results (1)):Cash Distributions to InvestorsSources (on Tax basis) Investment Income

$



$



$



$



$



$



$



$



$



$



$
 Return of Capital

$



$
24.79


$



$
13.68


$



$
35.18


$



$



$



$



$
Sources (on Cash basis) Sales

$
1,758.24


$
829.87


$
1,308.76


$
1,300.67


$
1,123.45


$
1,102.58


$
1,124.72


$
1,387.80


$
1,206.35


$
1,203.34


$
1,638.63 Refinancing

$



$



$



$



$



$



$



$



$



$



$
 Operations

$
323.12


$
187.30


$
189.41


$
262.83


$
319.50


$
128.07


$
113.57


$
305.43


$
439.16


$
92.28


$
252.29     (1)
    
    There are three notes programs that have completed operations
    and are closed. The notes programs report interest income to the
    note unit holders. The remaining programs included in this table
    are TIC programs with investors generally involved in tax
    deferred exchanges. Accordingly, each TIC has an individual tax
    basis for determining amortization and depreciation. Neither
    type of program requires depreciation or amortization,
    therefore, there is no presentation of Federal Income Tax
    Results.(2)
    
    The investors received a note from Buyer as distributed proceeds
    from the sale. A-24




---



##### Table of Contents



TABLE
    IV
    RESULTS OF COMPLETED PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  NNNNNN





NNN


NNN


NNN


NNN


Amber


NNN


NNN


NNN


NNNExchange


NNN


1851 E 1st


Reno


Oakey Building


City Center


Oaks


Titan Building


Las Cimas


901 Corporate


SacramentoFund III,


PCP 1,


Street,


Trademark,


2003,


West B,


III,


and Plaza,


II and III,


Center,


Corporate,LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLCDollar Amount Raised

$
6,300,000


$
5,800,000


$
20,500,000


$
3,850,000


$
8,270,000


$
8,200,000


$
10,070,000


$
2,220,000


$
32,250,000


$
6,292,000


$
12,000,000Number of Properties Purchased


1



6



1



1



1



1



1



1



2



1



1Date of Closing of Offering


31-May-00



25-Jun-02



29-Jul-03



29-Sep-01



19-May-04



15-Jun-02



20-Jan-04



28-May-02



9-Dec-04



3-Oct-03



21-May-01Date of First Sale of Property


9-Dec-05



10-Oct-02



9-Jan-06



23-Jan-06



24-Jan-06



17-Apr-06



15-Jun-06



21-Jul-06



7-Aug-06



22-Aug-06



17-Nov-06Date of Final Sale of Property


9-Dec-05



29-Dec-05



9-Jan-06



23-Jan-06



24-Jan-06



17-Apr-06



15-Jun-06



21-Jul-06



7-Aug-06



22-Aug-06



17-Nov-06Tax and Distribution Data Per $1,000 InvestedFederal Income Tax Results (1):Cash Distributions to InvestorsSources (on Tax basis) Investment Income

$



$



$



$



$



$



$



$



$



$



$
 Return of Capital

$
14.36


$



$



$



$



$



$



$



$



$
10.89


$
Sources (on Cash basis) Sales

$
427.98


$
1,016.63


$
1,262.45


$
1,256.62


$
1,343.87


$
1,882.87


$
1,622.67


$
1,582.58


$
1,328.68


$
1,190.72


$
1,396.11 Refinancing

$



$



$
36.59


$
283.64


$



$



$



$



$



$



$
 Operations

$
235.35


$
283.85


$
238.01


$
361.45


$
136.48


$
306.07


$
190.19


$
589.44


$
199.70


$
172.94


$
405.69     (1)
    
    There are three notes programs that have completed operations
    and are closed. The notes programs report interest income to the
    note unit holders. The remaining programs included in this table
    are TIC programs with investors generally involved in tax
    deferred exchanges. Accordingly, each TIC has an individual tax
    basis for determining amortization and depreciation. Neither
    type of program requires depreciation or amortization,
    therefore, there is no presentation of Federal Income Tax
    Results. A-25




---



##### Table of Contents



TABLE
    IV
    RESULTS OF COMPLETED PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  NNN





NNN





NNN


NNN


NNN


NNN


NNNParkwood


NNN


Wolf Pen


NNN


Enclave


4241 Bowling


2004 Notes


2005 Notes


2006 NotesComplex,


Twain,


Plaza,


Buschwood,


Parkway,


Green,


Program,


Program,


Program,


ProgramLLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


LLC


TotalsDollar Amount Raised

$
7,472,000


$
2,925,000


$
5,500,000


$
3,200,000


$
15,350,000


$
2,850,000


$
5,000,000


$
2,300,000


$
1,045,000


$
320,006,000Number of Properties Purchased


2



1



1



1



1



1



N/A



N/A



N/A



57Date of Closing of Offering


23-Apr-03



20-May-04



23-Oct-02



25-Mar-03



27-May-04



27-Dec-02



14-Aug-01



14-Aug-01



22-May-03Date of First Sale of Property


27-May-05



16-Mar-07



30-Mar-07



16-May-07



14-Jun-07



28-Aug-07



N/A



N/A



N/ADate of Final Sale of Property


27-Dec-06



16-Mar-07



30-Mar-07



16-May-07



14-Jun-07



28-Aug-07



N/A



N/A



N/ATax and Distribution Data Per $1,000 InvestedFederal Income Tax Results (1):Cash Distributions to InvestorsSources (on Tax basis) Investment Income

$



$



$



$



$



$



$
66.00


$
33.00


$
30.00 Return of Capital

$



$
47.72


$
2.33


$



$



$
29.65


$



$



$
Sources (on Cash basis) Sales

$
1,319.02


$
1,265.15


$
1,432.80


$
1,266.69


$
1,447.06


$
1,062.43


$



$



$
 Refinancing

$



$



$



$



$



$



$



$



$
 Operations

$
377.68


$
273.03


$
370.44


$
317.62


$
355.73


$
357.04


$



$



$
     (1)
    
    There are three notes programs that have completed operations
    and are closed. The notes programs report interest income to the
    note unit holders. The remaining programs included in this table
    are TIC programs with investors generally involved in tax
    deferred exchanges. Accordingly, each TIC has an individual tax
    basis for determining amortization and depreciation. Neither
    type of program requires depreciation or amortization,
    therefore, there is no presentation of Federal Income Tax
    Results. A-26




---



##### Table of Contents



TABLE
    V
 SALES OR DISPOSALS OF PROPERTIES (UNAUDITED)
 PRIVATE PROGRAMS
 December 31, 2007
    Cost of PropertiesIncluding Closing & Soft CostsSelling Price,





TotalNet of Closing Costs & GAAP Adjustments





Acquisition








(Deficiency)Adjustments








Costs,








of PropertyCash





Purchase


Resulting








Capital








OperatingReceived


Mortgage


Mortgage


from








Improvements








CashDate


Net of


Balance


Taken


Application





Original


Closing &





Gain on


ReceiptsDate


of


Closing


at Time


Back by


of





Mortgage


Soft





Sale of


Over CashProperty(1)

Acquired


Sale


Costs(2)


of Sale


Program


GAAP


Total


Financing(3)


Costs(3)


Total


Investment


Expenditures(4)Yerington Plaza Shopping
    Center, Yerington, NV


Mar-99



Jan-05


$
1,925,000


$
3,114,000



N/A



N/A


$
5,039,000


$
3,316,000


$
1,261,000


$
4,577,000


$
462,000


$
(32,000
)Moreno Corporate Center,
    Moreno Valley, CA


Jun-00



Feb-05


$
6,688,000


$
8,247,000



N/A



N/A


$
14,935,000


$
9,200,000


$
3,421,000


$
12,621,000


$
2,314,000


$
(503,000
)Alamosa Plaza Shopping
    Center, Las Vegas, NV


Oct-02



Mar-05


$
8,539,000


$
13,135,000



N/A



N/A


$
21,674,000


$
13,500,000


$
5,214,000


$
18,714,000


$
2,960,000


$
County Center Drive,
    Temecula, CA(5)


Sep-01



Apr-05


$
3,615,000


$
2,952,000



N/A



N/A


$
6,567,000


$
3,210,000


$
2,248,000


$
5,458,000


$
1,109,000


$
180,000Truckee River Office Tower, Reno, NV


Dec-98



Apr-05


$
4,903,000


$
12,000,000



N/A



N/A


$
16,903,000


$
12,000,000


$
6,434,000


$
18,434,000


$
(1,531,000
)

$
1,952,000North Reno Plaza Shopping Center, Reno,
    NV


Jun-02



May-05


$
4,751,000


$
5,261,000



N/A



N/A


$
10,012,000


$
5,400,000


$
1,899,000


$
7,299,000


$
2,713,000


$
(116,000
)Galena Street Building, Denver, CO(6)


Nov-00



May-05


$



$
5,275,000


$
2,106,000



N/A


$
7,381,000


$
5,275,000


$
2,542,000


$
7,817,000


$
(436,000
)

$
425,000Jefferson Square, Seattle, WA


Jul-03



Jul-05


$
12,051,000


$
12,835,000



N/A



N/A


$
24,886,000


$
13,070,000


$
7,584,000


$
20,654,000


$
4,232,000


$
498,000City Center West A,
    Las Vegas, NV(7)


Mar-02



Jul-05


$
15,982,000


$
12,359,000



N/A



N/A


$
28,341,000


$
13,000,000


$
9,713,000


$
22,713,000


$
5,628,000


$
632,000801 K Street Building, Sacramento,
    CA(8)


Mar-04



Aug-05


$
34,092,000


$
41,350,000



N/A



N/A


$
75,442,000


$
41,350,000


$
26,333,000


$
67,683,000


$
7,759,000


$
451,0001900 Aerojet Way, Las Vegas, NV


Aug-01



Sep-05


$
2,255,000


$
3,491,000



N/A



N/A


$
5,746,000


$
3,625,000


$
1,740,000


$
5,365,000


$
381,000


$
157,0001840 Aerojet Way, Las Vegas, NV


Sep-01



Sep-05


$
3,128,000


$
2,670,000



N/A



N/A


$
5,798,000


$
2,938,000


$
2,371,000


$
5,309,000


$
489,000



N/ATimberhills Shopping Center, Sonora, CA


Nov-01



Oct-05


$
4,916,000


$
6,163,000



N/A



N/A


$
11,079,000


$
6,390,000


$
3,122,000


$
9,512,000


$
1,567,000


$
453,000Springtown Mall Shopping
    Center, San Marcos, TX


Dec-02



Nov-05


$
2,874,000


$
4,541,000



N/A



N/A


$
7,415,000


$
4,700,000


$
1,940,000


$
6,640,000


$
775,000


$
(184,000
)Emerald Plaza, San Diego, CA(9)(10)


Jun-04



Nov-05


$
50,123,000


$
68,500,000



N/A



N/A


$
118,623,000


$
68,500,000


$
33,925,000


$
102,425,000


$
16,198,000


$
(1,100,000
)  A-27




---



##### Table of Contents



TABLE
    V
 SALES OR DISPOSALS OF PROPERTIES
    (UNAUDITED)  (Continued)
 PRIVATE PROGRAMS
 December 31, 2007
  Cost of PropertiesIncluding Closing & Soft CostsSelling Price,





TotalNet of Closing Costs & GAAP Adjustments





Acquisition








(Deficiency)Adjustments








Costs,








of PropertyCash





Purchase


Resulting








Capital








OperatingReceived


Mortgage


Mortgage


from








Improvements








CashDate


Net of


Balance


Taken


Application





Original


Closing &





Gain on


ReceiptsDate


of


Closing


at Time


Back by


of





Mortgage


Soft





Sale of


Over CashProperty(1)

Acquired


Sale


Costs(2)


of Sale


Program


GAAP


Total


Financing(3)


Costs(3)


Total


Investment


Expenditures(4)Kahana Gateway Shopping
    Center and Professional Building,
    Maui, HI


Dec-02



Nov-05


$
11,165,000


$
12,642,000



N/A



N/A


$
23,807,000


$
13,041,000


$
6,732,000


$
19,773,000


$
4,034,000


$
602,000County Fair Mall, Woodland, CA


Dec-99



Dec-05


$
2,978,000


$
11,489,000



N/A



N/A


$
14,467,000


$
11,835,000


$
5,643,000


$
17,478,000


$
(3,011,000
)

$
649,000Park Sahara Office Park, Las Vegas, NV(11)


Mar-03



Dec-05


$
6,549,000


$
7,912,000



N/A



N/A


$
14,461,000


$
8,400,000


$
4,327,000


$
12,727,000


$
1,734,000


$
(261,000
)Pacific Corporate Park, Lake Forest, CA(12)(13)


Mar-02



Dec-05


$
12,655,000


$
15,500,000



N/A



N/A


$
28,155,000


$
15,500,000


$
9,816,000


$
25,316,000


$
2,839,000


$
(604,000
)1851 E 1st Street, Santa Ana, CA


Jun-03



Jan-06


$
24,141,000


$
49,000,000



N/A



N/A


$
73,141,000


$
45,375,000


$
18,588,000


$
63,963,000


$
9,178,000


$
(977,000
)Reno Trademark, Reno, NV(14)


Sep-01



Jan-06


$
5,743,000


$
4,445,000



N/A



N/A


$
10,188,000


$
2,700,000


$
4,920,000


$
7,620,000


$
2,568,000


$
78,000Oakey Building, Las Vegas, NV(15)


Apr-04



Jan-06


$
7,428,000


$
10,650,000



N/A



N/A


$
18,078,000


$
4,000,000


$
11,441,000


$
15,441,000


$
2,637,000


$
1,626,000City Center West B,
    Las Vegas, NV


Jan-02



Apr-06


$
18,319,000


$
14,116,000



N/A



N/A


$
32,435,000


$
14,650,000


$
7,516,000


$
22,166,000


$
10,269,000


$
(3,257,000
)Amber Oaks III, Austin, TX(16)


Jan-04



Jun-06


$
16,253,000


$
15,000,000



N/A



N/A


$
31,253,000


$
15,000,000


$
9,737,000


$
24,737,000


$
6,516,000


$
1,412,000Titan Building and Plaza, San Antonio, TX(17)


Apr-02



Jul-06


$
6,522,000


$
6,900,000



N/A



N/A


$
13,422,000


$
6,000,000


$
4,130,000


$
10,130,000


$
3,292,000


$
1,565,000Las Cimas II and III, Austin, TX


Sep-04



Aug-06


$
44,215,000


$
45,218,000



N/A



N/A


$
89,433,000


$
46,800,000


$
27,046,000


$
73,846,000


$
15,587,000


$
(569,000
)901 Corporate Center,
    Monterey Park, CA


Aug-03



Aug-06


$
8,602,000


$
10,906,000



N/A



N/A


$
19,508,000


$
11,310,000


$
5,362,000


$
16,672,000


$
2,836,000


$
(918,000
)Sacramento Corporate Center,
    Sacramento, CA


Mar-01



Nov-06


$
22,735,000


$
21,213,000



N/A



N/A


$
43,948,000


$
22,250,000


$
14,334,000


$
36,584,000


$
7,364,000


$
(255,000
)Parkwood I and II, Woodlands, TX


Dec-02



Dec-06


$
10,198,000


$
14,531,000



N/A



N/A


$
24,729,000


$
13,922,000


$
8,535,000


$
22,457,000


$
2,272,000


$
3,218,000Twain Business Bank of Nevada, Las Vegas, NV


Dec-03



Mar-07


$
3,756,000


$
3,507,000



N/A



N/A


$
7,263,000


$
3,750,000


$
2,024,000


$
5,774,000


$
1,489,000


$
(268,000
)Wolf Pen Plaza, College Station, TX


Sep-02



Mar-07


$
8,184,000


$
11,617,000



N/A



N/A


$
19,801,000


$
12,265,000


$
4,612,000


$
16,877,000


$
2,924,000


$
342,000  A-28




---



##### Table of Contents



TABLE
    V
 SALES OR DISPOSALS OF PROPERTIES
    (UNAUDITED)  (Continued)
 PRIVATE PROGRAMS
 December 31, 2007
  Cost of PropertiesIncluding Closing & Soft CostsSelling Price,





TotalNet of Closing Costs & GAAP Adjustments





Acquisition








(Deficiency)Adjustments








Costs,








of PropertyCash





Purchase


Resulting








Capital








OperatingReceived


Mortgage


Mortgage


from








Improvements








CashDate


Net of


Balance


Taken


Application





Original


Closing &





Gain on


ReceiptsDate


of


Closing


at Time


Back by


of





Mortgage


Soft





Sale of


Over CashProperty(1)

Acquired


Sale


Costs(2)


of Sale


Program


GAAP


Total


Financing(3)


Costs(3)


Total


Investment


Expenditures(4)One Financial Plaza, Saint Louis, MO (18)


Aug-04



Mar-07


$
15,031,000


$
30,750,000



N/A



N/A


$
45,781,000


$
30,750,000


$
12,934,000


$
43,684,000


$
2,097,000


$
206,0004 Hutton Centre, Santa Ana, CA


Jan-05



Apr-07


$
28,358,000


$
31,971,000



N/A



N/A


$
60,329,000


$
32,250,000


$
19,038,000


$
51,288,000


$
9,041,000


$
(178,000
)Arapahoe Service Center II, Englewood, CO


Apr-02



May-07


$
6,414,000


$
4,574,000



N/A



N/A


$
10,988,000


$
5,000,000


$
3,329,000


$
8,329,000


$
2,659,000


$
(621,000
)Buschwood III, Tampa, FL


Mar-03



May-07


$
4,648,000


$
4,372,000



N/A



N/A


$
9,020,000


$
4,600,000


$
2,841,000


$
7,441,000


$
1,579,000


$
(167,000
)Parkway Towers, Nashville, TN


May-03



Jun-07


$
8,631,000


$
8,307,000



N/A



N/A


$
16,938,000


$
8,700,000


$
6,247,000


$
14,947,000


$
1,991,000


$
(161,000
)1401 Enclave Parkway, Houston, TX


Dec-03



Jun-07


$
23,287,000


$
22,525,000



N/A



N/A


$
45,812,000


$
23,600,000


$
13,879,000


$
37,479,000


$
8,333,000


$
1,070,000Fountain Square, Boca Raton, FL


Oct-04



Jun-07


$
24,181,000


$
35,209,000



N/A



N/A


$
59,390,000


$
35,476,000


$
18,427,000


$
53,903,000


$
5,487,000


$
(914,000
)Washington Square, Stephenville, TX


Nov-01



Jul-07


$
4,339,000


$
4,618,000



N/A



N/A


$
8,957,000


$
4,890,000


$
2,727,000


$
7,617,000


$
1,340,000


$
(343,000
)4241 Bowling Green, Sacramento, CA


Sep-02



Aug-07


$
3,056,000


$
2,814,000



N/A



N/A


$
5,870,000


$
3,092,000


$
2,205,000


$
5,297,000


$
573,000


$
77,000633 17th Street, Denver, CO


Dec-05



Sep-07


$
44,645,000


$
63,331,000



N/A



N/A


$
107,976,000


$
67,500,000


$
27,231,000


$
94,731,000


$
13,245,000


$
(1,591,000
)Brookhollow Park, San Antonio, TX


Jul-02



Dec-07


$
7,069,000


$
9,542,000



N/A



N/A


$
16,611,000


$
10,250,000


$
6,275,000


$
16,525,000


$
86,000


$
1,115,000Caledon Wood Apartments, Greenville County, SC


Jan-06



Dec-07


$
10,037,000


$
17,000,000



N/A



N/A


$
27,037,000


$
17,000,000


$
7,911,000


$
24,911,000


$
2,126,000


$
(106,000
)The Meadows Apartments, Asheville, NC


Mar-06



Dec-07


$
11,306,000


$
21,300,000



N/A



N/A


$
32,606,000


$
21,300,000


$
8,513,000


$
29,813,000


$
2,793,000


$
(167,000
)     (1)
    
    No sales were to affiliated parties
    except as noted below.(2)
    
    Net cash received plus assumption
    of certain liabilities by buyer.(3)
    
    Does not include pro-rata share of
    original offering costs.(4)
    
    Includes add back of monthly
    principal reductions during the operating cycle (see Table
    III) as total cost includes balance of Original Mortgage
    Financing(5)
    
    TREIT Inc, an affiliate owned a
    16.0% tenant in common interest in the NNN County Center Drive,
    LLC. The private program owning 84.0% of the property. The above
    reflects sale results, or 100% ownership.(6)
    
    This property was sold to Grubb
    & Ellis Realty Investors, LLC.(7)
    
    A Private Program owned 10.875% of
    the property. TREIT, Inc, a affiliate owned 89.125% of the
    property. The above reflects property level sale results, or
    100% ownership.(8)
    
    NNN 2003 Value Fund, LLC, an
    affiliate owned a 85.0% membership interest in NNN
    801 K Street, LLC which had a 21.5% tenant in common
    interest in the private program owning 100% of the property.(9)
    
    NNN 2003 Value Fund, LLC, an
    affiliate owned a 22.4% membership interest in NNN Emerald
    Plaza, LLC which had a 20.5% tenant in common interest in the
    private program owning 100% of the property.(10)
    
    TREIT, Inc, an affiliate owned a
    13.2% membership interest in NNN Emerald Plaza, LLC which had a
    20.5% tenant in common interest in the private program owning
    100% of the property.(11)
    
    A Private Program owned 95.25% of
    the property. GREIT, Inc, a affiliate owned 4.75% of the
    property. The above reflects property level sale results, or
    100% ownership.(12)
    
    NNN 2001 Value Fund, LLC owned
    40.0% of the property. NNN Pacific Corporate Park I, LLC
    owned 60.0% of the property. The above reflects property level
    sale results, or 100% ownership.(13)
    
    TREIT, Inc, an affiliate, owned a
    37.9% membership interest in NNN Pacific Corporate Park I,
    LLC which had a 60.0% interest in the property.(14)
    
    A Private Program owned 60.0% of
    the property. TREIT, Inc, an affiliate owned 40.0% of the
    property. The above reflects property level sale results, or
    100% ownership.(15)
    
    NNN 2003 Value Fund, LLC and TREIT,
    Inc, affiliates, respectively owned a 75.4% and 9.8% membership
    interests in NNN Oakey 2003, LLC which owned 100% of the
    property.(16)
    
    TREIT, Inc, an affiliate owned a
    75.0% tenant in common interest in NNN Amber Oaks, LLC. The
    private program owned 100% of the property.(17)
    
    A Private Program owned 51.5% of
    the property. TREIT, Inc, an affiliate owned 48.5% of the
    property. The above reflects property level sale results, or
    100% ownership.(18)
    
    A Private Program owned 22.375% of
    the property. GREIT, Inc, a affiliate owned 77.625% of the
    property. The above reflects property level sale results, or
    100% ownership.*
    
    Partial sales of the White Lakes
    Mall, Netpark and Camelot Plaza have occurred; however, a
    portion of the original acquisitions still remain in the
    program. No reporting of these sales will occur until the entire
    original acquisition has been disposed of. A-29




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##### Table of Contents







EXHIBIT
    B
  
 B-1




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##### Table of Contents



B-2




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##### Table of Contents



B-3




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##### Table of Contents



B-4




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##### Table of Contents



B-5




---



##### Table of Contents





B-6




---



##### Table of Contents





B-7




---



##### Table of Contents



B-8




---



##### Table of Contents



B-9




---



##### Table of Contents





EXHIBIT C  GRUBB &
    ELLIS APARTMENT REIT, INC.
  AMENDED
    AND RESTATED DISTRIBUTION REINVESTMENT PLAN
  EFFECTIVE           ,
    2009
      The
    DRIP
        Eligibility
      Administration
   C-1




---



##### Table of Contents



Enrollment
      Costs
    Purchases
    and Price of Shares
      Reinvested Distributions.
    Optional Cash Purchases.
  Distributions
    on Shares Held Pursuant to the DRIP
   C-2




---



##### Table of Contents



Account
    Statements
    Book-Entry
    Shares
    Termination
    of Participation
        Amendment
    and Termination of the DRIP
    Voting of
    Shares Held Pursuant to the DRIP
   C-3




---



##### Table of Contents



Stock
    Dividends, Stock Splits and Rights Offerings
    Responsibility
    of the DRIP Administrator and the Company Pursuant to the
    DRIP
        Interpretation
    and Regulation of the DRIP
    Federal
    Income Tax Consequences of Participation in the DRIP
    Reinvested Distributions.
  Receipt of Share Certificates and Cash.
 C-4




---



##### Table of Contents



ENROLLMENT
    FORM
  GRUBB &
    ELLIS APARTMENT REIT, INC.
  AMENDED
    AND RESTATED DISTRIBUTION REINVESTMENT PLAN
  EFFECTIVE          ,
    2009
   To Join the Distribution Reinvestment Plan:
          Signature

DateSignature of Joint Owner

Date  C-5




---



##### Table of Contents



EXHIBIT D  GRUBB &
    ELLIS APARTMENT REIT, INC.
  SHARE
    REPURCHASE PLAN
    Repurchase of Shares.
  2.
    Share
    Repurchases.  Repurchase Price.
  (1)
    For stockholders who have continuously held their Shares for at
    least one year, the lower of $9.25 or 92.5% of the price paid to
    acquire Shares from the Company;(2)
    For stockholders who have continuously held their Shares for at
    least two years, the lower of $9.50 or 95.0% of the price paid
    to acquire Shares from the Company;(3)
    For stockholders who have continuously held their Shares for at
    least three years, the lower of $9.75 or 97.5% of the price paid
    to acquire Shares from the Company; and(4)
    For stockholders who have continuously held their Shares for at
    least four years, a price determined by our board of directors,
    but in no event less than 100% of the price paid to acquire
    Shares from the Company.      Death or Disability.
 D-1




---



##### Table of Contents



Funding and Operation of Repurchase Plan.
  Stockholder Requirements.
  Holding Period.
    Minimum  Maximum.
  No Encumbrances.
  Share Repurchase Form. Exhibit
    A.
  Deadline for Presentment.
  Repurchase Request Withdrawal.
  Ineffective Withdrawal.
 D-2




---



##### Table of Contents



Repurchase Agent.
  Termination, Amendment or Suspension of
    Plan.
  5.
    Miscellaneous.  Advisor Ineligible.
  Liability.
  Taxes.
  Preferential Treatment of Shares Repurchased in Connection
    with Death or Disability.
 D-3




---



##### Table of Contents



EXHIBIT
    A
    SHARE REPURCHASE REQUEST
                              (877) 888-7348
  
   
  
 D-4




---



##### Table of Contents





GRUBB &
    ELLIS APARTMENT REIT, INC.
        PROSPECTUS
     ,
    2009
    You should rely only on the information contained in this
    prospectus. No dealer, salesperson or other person is authorized
    to make any representations other than those contained in the
    prospectus and supplemental literature authorized by
    Grubb & Ellis Apartment REIT, Inc. and referred to in
    this prospectus, and, if given or made, such information and
    representations must not be relied upon. This prospectus is not
    an offer to sell nor is it seeking an offer to buy these
    securities in any jurisdiction where the offer or sale is not
    permitted. The information contained in this prospectus is
    accurate only as of the date of this prospectus, regardless of
    the time of delivery of this prospectus or any sale of these
    securities. You should not assume that the delivery of this
    prospectus or that any sale made pursuant to this prospectus
    implies that the information contained in this prospectus will
    remain fully accurate and correct of any time subsequent to the
    date of this prospectus.
  Grubb &
    Ellis Securities, Inc.




---



##### Table of Contents





PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 30.
    Quantitative
    and Qualitative Disclosure About Market Risk  Form 10-K
  Item 31.
    Other
    Expenses of Issuance and Distribution    SEC registration fee

$
41,167FINRA filing fee


75,500Printing and postageLegal fees and expensesAccounting fees and expensesAdvertisingBlue Sky ExpensesTransfer agent feesMiscellaneousTotal   Item 32.
    Sales
    to Special Parties        and/or and/or
   II-1




---



##### Table of Contents



Item 33.
    Recent
    Sales of Unregistered Securities          Item 34.
    Indemnification
    of Directors and Officers               II-2




---



##### Table of Contents



Item 35.
    Treatment
    of Proceeds from Stock Being Registered    Item 36.
    Financial
    Statements and Exhibits    Index to Financial Statements
  Form 10-K Form 10-Q Form 8-K/A
  Exhibits
   II-3




---



##### Table of Contents



Item 37.
    Undertakings                     II-4




---



##### Table of Contents



Rule 3-14 Regulation S-X Form 8-K; and
  Form 8-K Rule 3-14 Regulation S-X,
 II-5




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED)
    PUBLIC PROGRAMS
    December 31, 2007
    Program:Name, location, type of property


G REIT, Inc.Opus Plaza at Ken Caryl
    Littleton, CO
    Office



G REIT, Inc.Eaton Freeway
    Phoenix, AZ
    IndustrialGross leasable square footage


62,000



62,000Date of purchase:


9/12/2005



10/21/2005Mortgage financing at date of purchase

$
6,700,000


$
5,000,000Cash down payment

$
3,476,000


$
2,588,000Contract purchase price plus acquisition fee

$
10,176,000


$
7,588,000Other cash expenditures expensed/(credited)

$
(40,000
)

$
(10,000
)Other cash expenditures capitalized

$
150,000


$
224,000Total acquisition cost

$
10,286,000


$
7,802,000Program:Name, location, type of property


NNN 2003 Value Fund, LLCInterwood
    Houston, TX
    Office



NNN 2003 Value Fund, LLCWoodside Corporate Park
    Beaverton, OR
    OfficeGross leasable square footage


80,000



193,000Date of purchase:


1/26/2005



9/30/2005Mortgage financing at date of purchase

$
5,500,000


$
15,915,000Cash down payment

$
2,500,000


$
6,947,000Contract purchase price plus acquisition fee

$
8,000,000


$
22,862,000Other cash expenditures expensed/(credited)

$
4,000


$
(5,000
)Other cash expenditures capitalized

$
371,000


$
1,132,000Total acquisition cost

$
8,375,000


$
23,989,000Program:Name, location, type of property


NNN 2003 Value Fund, LLCDaniels Road land parcel
    Heber City, UT
    Land



NNN 2003 Value Fund, LLC3500 Maple(1)
    Dallas, TX
    OfficeGross leasable square footage


9.05 acres



375,000Date of purchase:


10/14/2005



12/27/2005Mortgage financing at date of purchase

$



$
58,320,000Cash down payment

$
729,000


$
8,180,000Contract purchase price plus acquisition fee

$
729,000


$
66,500,000Other cash expenditures expensed/(credited)

$
1,000


$
(638,000
)Other cash expenditures capitalized

$
1,000


$
(749,000
)Total acquisition cost

$
731,000


$
65,113,000     (1)
    Owned 99.0% of the property through a membership interest in NNN
    3500 Maple VF 2003, LLC, which owns 99.0% of the property. II-6




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED) 
    (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Program:Name, location, type of property


NNN 2003 Value Fund, LLC901 Civic Center Drive(1)
    Santa Ana, CA
    Office



NNN 2003 Value Fund, LLCChase Tower(2)
    Austin, TX
    OfficeGross leasable square footage


99,000



389,000Date of purchase:


4/24/2006



7/3/2006Mortgage financing at date of purchase

$



$
54,800,000Cash down payment

$
15,147,000


$
17,700,000Contract purchase price plus acquisition fee

$
15,147,000


$
72,500,000Other cash expenditures expensed/(credited)

$
(7,000
)

$
5,000Other cash expenditures capitalized

$
29,000


$
1,475,000Total acquisition cost

$
15,169,000


$
73,980,000Program:Name, location, type of property


NNN 2003 Value Fund, LLCTiffany Square
    Colorado Springs, CO
    Office



NNN 2003 Value Fund, LLCFour Resource Square
    Charlotte, NC
    OfficeGross leasable square footage


184,000



152,000Date of purchase:


11/15/2006



3/7/2007Mortgage financing at date of purchase

$



$
21,150,000Cash down payment

$
11,052,000


$
2,514,000Contract purchase price plus acquisition fee

$
11,052,000


$
23,664,000Other cash expenditures expensed/(credited)

$



$
11,000Other cash expenditures capitalized

$
150,000


$
436,000Total acquisition cost

$
11,202,000


$
24,111,000Program:Name, location, type of property


NNN 2003 Value Fund, LLCThe Sevens Building
    St. Louis, MO
    OfficeGross leasable square footage


197,000Date of purchase:


10/25/2007Mortgage financing at date of purchase

$
23,500,000Cash down payment

$
5,598,000Contract purchase price plus acquisition fee

$
29,098,000Other cash expenditures expensed/(credited)

$
(47,000
)Other cash expenditures capitalized

$
705,000Total acquisition cost

$
29,756,000     (1)
    Owns 96.9% of the property through a membership interest in NNN
    VF 901 Civic, LLC, which owns 96.9% of the property.(2)
    Owns a 14.8% tenant in common interest in the property. II-7




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED) 
    (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Program:Name, location, type of property


Grubb & Ellis
    Apartment REIT, Inc.Walker Ranch Apartment Homes
    San Antonio, TX
    Apartment



Grubb & Ellis
    Apartment REIT, Inc.Hidden Lake Apartment Homes
    San Antonio, TX
    ApartmentNumber of units and total square feet of units


325/285,000



380/304,000Date of purchase:


10/31/2006



12/28/2006Mortgage financing at date of purchase

$
26,860,000


$
31,718,000Cash down payment

$
4,813,000


$
1,273,000Contract purchase price plus acquisition fee

$
31,673,000


$
32,991,000Other cash expenditures expensed/(credited)

$
(8,000
)

$
(33,000
)Other cash expenditures capitalized

$
141,000


$
150,000Total acquisition cost

$
31,806,000


$
33,108,000Program:Name, location, type of property


Grubb & Ellis
    Apartment REIT, Inc.Park at Northgate
    Spring, TX
    Apartment



Grubb & Ellis
    Apartment REIT, Inc.Residences at Braemar
    Charlotte, NC
    ApartmentNumber of units and total square feet of units


248/202,000



160/169,000Date of purchase:


6/12/2007



6/29/2007Mortgage financing at date of purchase

$



$
13,022,000Cash down payment

$
17,098,000


$
2,428,000Contract purchase price plus acquisition fee

$
17,098,000


$
15,450,000Other cash expenditures expensed/(credited)

$
(125,000
)

$
(3,000
)Other cash expenditures capitalized

$
11,000


$
127,000Total acquisition cost

$
16,984,000


$
15,574,000Program:Name, location, type of property


Grubb & Ellis
    Apartment REIT, Inc.Baypoint Resort
    Corpus Christi, TX
    Apartment



Grubb & Ellis
    Apartment REIT, Inc.Towne Crossing Apartments
    Mansfield, TX
    ApartmentNumber of units and total square feet of units


350/313,000



268/232,000Date of purchase:


8/2/2007



8/29/2007Mortgage financing at date of purchase

$
35,212,000


$
20,766,000Cash down payment

$
(964,000
)

$
1,482,000Contract purchase price plus acquisition fee

$
34,248,000


$
22,248,000Other cash expenditures expensed/(credited)

$



$
(9,000
)Other cash expenditures capitalized

$
245,000


$
262,000Total acquisition cost

$
34,493,000


$
22,501,000  II-8




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED) 
    (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Program:Name, location, type of property


Grubb & Ellis
    Apartment REIT, Inc.Villas of El Dorado
    McKinney, TX
    Apartment



Grubb & Ellis
    Apartment REIT, Inc.The Heights at Olde Towne
    Portsmouth, VA
    ApartmentNumber of units and total square feet of units


248/193,000



148/118,000Date of purchase:


11/2/2007



12/21/2007Mortgage financing at date of purchase

$
16,795,000


$
16,888,000Cash down payment

$
1,745,000


$
622,000Contract purchase price plus acquisition fee

$
18,540,000


$
17,510,000Other cash expenditures expensed/(credited)

$



$
(31,000
)Other cash expenditures capitalized

$
215,000


$
326,000Total acquisition cost

$
18,755,000


$
17,805,000Program:Name, location, type of property


Grubb & Ellis
    Apartment REIT, Inc.The Myrtles at Olde Towne
    Portsmouth, VA
    ApartmentNumber of units and total square feet of units


246/221,000Date of purchase:


12/21/07Mortgage financing at date of purchase

$
33,680,000Cash down payment

$
3,400,000Contract purchase price plus acquisition fee

$
37,080,000Other cash expenditures expensed/(credited)

$
(32,000
)Other cash expenditures capitalized

$
642,000Total acquisition cost

$
37,690,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Southpointe Office Parke and
    Epler Parke 1
    Indianapolis, IN
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Crawfordsville Medical Office
    Park and Athens Surgery Center 
    Crawfordsville, IN
    Medical OfficeGross leasable square footage


97,000



29,000Date of purchase:


1/22/2007



1/22/2007Mortgage financing at date of purchase

$
14,261,000


$
6,649,000Cash down payment

$
983,000


$
458,000Contract purchase price plus acquisition fee

$
15,244,000


$
7,107,000Other cash expenditures expensed/(credited)

$
(45,000
)

$
(20,000
)Other cash expenditures capitalized

$
139,000


$
143,000Total acquisition cost

$
15,338,000


$
7,230,000  II-9




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED) 
    (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.The Gallery Professional Building
    St. Paul, MN
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Lenox Office Park, Building G
    Memphis, TN
    OfficeGross leasable square footage


105,000



98,000Date of purchase:


3/9/2007



3/23/2007Mortgage financing at date of purchase

$
7,000,000


$
12,000,000Cash down payment

$
2,064,000


$
7,055,000Contract purchase price plus acquisition fee

$
9,064,000


$
19,055,000Other cash expenditures expensed/(credited)

$



$
(47,000
)Other cash expenditures capitalized

$
267,000


$
(480,000
)Total acquisition cost

$
9,331,000


$
18,528,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Commons V Medical
    Office Building
    Naples, FL
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Yorktown Medical Center and
      Shakerag Medical Center
    Fayetteville and
    Peachtree City, GA
    Medical OfficeGross leasable square footage


55,000



115,000Date of purchase:


4/24/2007



5/2/2007Mortgage financing at date of purchase

$



$
13,530,000Cash down payment

$
14,523,000


$
8,615,000Contract purchase price plus acquisition fee

$
14,523,000


$
22,145,000Other cash expenditures expensed/(credited)

$
(33,000
)

$
19,000Other cash expenditures capitalized

$
297,000


$
107,000Total acquisition cost

$
14,787,000


$
22,271,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Thunderbird Medical Plaza
    Glendale, AZ
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Triumph Hospital Northwest and
      Triumph Hospital Southwest
    Houston and Sugar Land, TX
    Healthcare-Related FacilityGross leasable square footage


112,000



151,000Date of purchase:


5/15/2007



6/8/2007Mortgage financing at date of purchase

$



$
4,000,000Cash down payment

$
25,750,000


$
33,595,000Contract purchase price plus acquisition fee

$
25,750,000


$
37,595,000Other cash expenditures expensed/(credited)

$
(57,000
)

$
(165,000
)Other cash expenditures capitalized

$
22,000


$
29,000Total acquisition cost

$
25,715,000


$
37,459,000  II-10




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED) 
    (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Gwinnett Professional Center
    Lawrenceville, GA
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.1 and 4 Market Exchange
    Columbus, OH
    Medical OfficeGross leasable square footage


60,000



116,000Date of purchase:


7/27/2007



8/15/2007Mortgage financing at date of purchase

$
5,734,000


$
Cash down payment

$
3,845,000


$
22,557,000Contract purchase price plus acquisition fee

$
9,579,000


$
22,557,000Other cash expenditures expensed/(credited)

$
(17,000
)

$
(110,000
)Other cash expenditures capitalized

$
107,000


$
128,000Total acquisition cost

$
9,669,000


$
22,575,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Kokomo Medical Office Park
    Kokomo, IN
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.St. Mary Physicians Center
    Long Beach, CA
    Medical OfficeGross leasable square footage


87,000



67,000Date of purchase:


8/30/2007



9/5/2007Mortgage financing at date of purchase

$
1,300,000


$
14,380,000Cash down payment

$
12,451,000


$
(166,000
)Contract purchase price plus acquisition fee

$
13,751,000


$
14,214,000Other cash expenditures expensed/(credited)

$
(9,000
)

$
(20,000
)Other cash expenditures capitalized

$
3,000


$
50,000Total acquisition cost

$
13,745,000


$
14,244,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.2750 Monroe Boulevard
    Valley Forge, PA
    Office



Grubb & Ellis
    Healthcare REIT, Inc.East Florida Senior Care Portfolio
    Jacksonville, Winter Park and
    Sunrise, FL
    Healthcare-Related FacilityGross leasable square footage


109,000



355,000Date of purchase:


9/10/2007



9/28/2007Mortgage financing at date of purchase

$
27,900,000


$
37,000,000Cash down payment

$
(399,000
)

$
16,560,000Contract purchase price plus acquisition fee

$
27,501,000


$
53,560,000Other cash expenditures expensed/(credited)

$
(153,000
)

$
(34,000
)Other cash expenditures capitalized

$
522,000


$
373,000Total acquisition cost

$
27,870,000


$
53,899,000   II-11




---



##### Table of Contents



TABLE
    VI
    ACQUISITION OF PROPERTIES BY PROGRAM (UNAUDITED) 
    (Continued)
    PUBLIC PROGRAMS
    December 31, 2007
  Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Northmeadow Medical Center
    Roswell, GA
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Tucson Medical Office Portfolio
    Tucson, AZ
    Medical OfficeGross leasable square footage


51,000



111,000Date of purchase:


11/15/2007



11/20/2007Mortgage financing at date of purchase

$
12,400,000


$
22,000,000Cash down payment

$
(194,000
)

$
(318,000
)Contract purchase price plus acquisition fee

$
12,206,000


$
21,682,000Other cash expenditures expensed/(credited)

$
(50,000
)

$
(46,000
)Other cash expenditures capitalized

$
(121,000
)

$
97,000Total acquisition cost

$
12,035,000


$
21,733,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Lima Medical Office Portfolio
    Lima, OH
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Highlands Ranch Park Plaza
    Highlands Ranch, CO
    Medical OfficeGross leasable square footage


188,000



82,000Date of purchase:


12/7/2007



12/19/2007Mortgage financing at date of purchase

$
26,000,000


$
11,754,000Cash down payment

$
8,000


$
3,181,000Contract purchase price plus acquisition fee

$
26,008,000


$
14,935,000Other cash expenditures expensed/(credited)

$
(160,000
)

$
(50,000
)Other cash expenditures capitalized

$
269,000


$
125,000Total acquisition cost

$
26,117,000


$
15,010,000Program:Name, location, type of property


Grubb & Ellis
    Healthcare REIT, Inc.Park Place Office Park
    Dayton, OH
    Medical Office



Grubb & Ellis
    Healthcare REIT, Inc.Chesterfield Rehabilitation
    Center(1)
    Chesterfield, MO
    Healthcare-Related FacilityGross leasable square footage


133,000



112,000Date of purchase:


12/20/2007



12/20/2007Mortgage financing at date of purchase

$
11,443,000


$
34,800,000Cash down payment

$
5,243,000


$
2,733,000Contract purchase price plus acquisition fee

$
16,686,000


$
37,533,000Other cash expenditures expensed/(credited)

$
(65,000
)

$
(103,000
)Other cash expenditures capitalized

$
349,000


$
159,000Total acquisition cost

$
16,970,000


$
37,589,000     (1)
    
    Owns 80.0% of the property. II-12




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS (UNAUDITED)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
     Program:Name, location, type of property


NNN SFS Town Center, LLCTown Center Business Park
    Santa Fe Springs, CA
    Office



NNN 4 Hutton, LLC4 Hutton on the Lake
    South Coast Metro, CA
    OfficeGross leasable square footage


177,000



210,000Date of purchase:


1/6/2005



1/7/2005Mortgage financing at date of purchase

$
22,000,000


$
32,000,000Cash down payment

$
8,910,000


$
17,000,000Contract purchase price plus acquisition fee

$
30,910,000


$
49,000,000Other cash expenditures expensed/(credited)

$
(27,000
)

$
(230,000
)Other cash expenditures capitalized

$
343,000


$
724,000Total acquisition cost

$
31,226,000


$
49,494,000Program:Name, location, type of property


NNN/Mission Collin Creek,
    LLCMission Collin Creek Apartments
    Plano, TX
    Apartment



NNN Satellite 1100 & 2000,
    LLCSatellite Place Office Park
    Duluth, GA
    OfficeGross leasable square footage


267,000



175,000Date of purchase:


1/19/2005



2/24/2005Mortgage financing at date of purchase

$
13,600,000


$
13,900,000Cash down payment

$
4,683,000


$
5,510,000Contract purchase price plus acquisition fee

$
18,283,000


$
19,410,000Other cash expenditures expensed/(credited)

$
(16,000
)

$
(18,000
)Other cash expenditures capitalized

$
257,000


$
225,000Total acquisition cost

$
18,524,000


$
19,617,000Program:Name, location, type of property


NNN Chatsworth Business
    Park, LLCChatsworth Business Park
    Chatsworth, CA
    Office



NNN Met Center 10, LLCBuilding Ten - Met Center
    Austin, TX
    OfficeGross leasable square footage


232,000



346,000Date of purchase:


3/30/2005



4/8/2005Mortgage financing at date of purchase

$
33,750,000


$
32,000,000Cash down payment

$
13,025,000


$
12,880,000Contract purchase price plus acquisition fee

$
46,775,000


$
44,880,000Other cash expenditures expensed/(credited)

$
131,000


$
(257,000
)Other cash expenditures capitalized

$
(889,000
)

$
540,000Total acquisition cost

$
46,017,000


$
45,163,000  II-13




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN 2400 West Marshall
    Drive, LLC2400 West Marshall Drive
    Grand Prairie, TX
    Office



NNN 411 East Wisconsin, LLC411 East Wisconsin Avenue
    Milwaukee, WI
    OfficeGross leasable square footage


111,000



654,000Date of purchase:


4/12/2005



4/29/2005Mortgage financing at date of purchase

$
6,875,000


$
70,000,000Cash down payment

$
2,595,000


$
25,000,000Contract purchase price plus acquisition fee

$
9,470,000


$
95,000,000Other cash expenditures expensed/(credited)

$
(9,000
)

$
25,000Other cash expenditures capitalized

$
192,000


$
1,268,000Total acquisition cost

$
9,653,000


$
96,293,000Program:Name, location, type of property


NNN Naples Tamiami Trail,
    LLC4501 Tamiami Trail
    Naples, FL
    Office



NNN Naples Laurel Oak, LLC800 Laurel Oak Drive
    Naples, FL
    OfficeGross leasable square footage


78,000



41,000Date of purchase:


5/2/2005



5/2/2005Mortgage financing at date of purchase

$
13,500,000


$
9,500,000Cash down payment

$
7,500,000


$
6,700,000Contract purchase price plus acquisition fee

$
21,000,000


$
16,200,000Other cash expenditures expensed/(credited)

$
(10,000
)

$
7,000Other cash expenditures capitalized

$
312,000


$
271,000Total acquisition cost

$
21,302,000


$
16,478,000Program:Name, location, type of property


NNN Park at Spring Creek,
    LLCThe Park at Spring Creek
    Apartments
    Tomball, TX
    Apartment



NNN Inverness Business Park,
    LLCInverness Business Park
    Englewood, CO
    OfficeGross leasable square footage


185,000



112,000Date of purchase:


6/8/2005



6/10/2005Mortgage financing at date of purchase

$
11,040,000


$
9,500,000Cash down payment

$
3,277,000


$
3,450,000Contract purchase price plus acquisition fee

$
14,317,000


$
12,950,000Other cash expenditures expensed/(credited)

$
(41,000
)

$
(18,000
)Other cash expenditures capitalized

$
323,000


$
40,000Total acquisition cost

$
14,599,000


$
12,972,000  II-14




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Waterway Plaza,
    LLCWaterway Plaza I and II
    The Woodlands, TX
    Office



NNN Papago Spectrum, LLCPapago Spectrum
    Tempe, AZ
    OfficeGross leasable square footage


366,000



160,000Date of purchase:


6/20/2005



7/29/2005Mortgage financing at date of purchase

$
60,000,000


$
19,000,000Cash down payment

$
14,148,000


$
7,375,000Contract purchase price plus acquisition fee

$
74,148,000


$
26,375,000Other cash expenditures expensed/(credited)

$
(66,000
)

$
183,000Other cash expenditures capitalized

$
546,000


$
827,000Total acquisition cost

$
74,628,000


$
27,385,000Program:Name, location, type of property


NNN Sanctuary at Highland
    Oak, DSTThe Sanctuary at Highland Oaks
    Tampa, FL
    Apartment



NNN Met Center 15, LLCBuilding 15 - Met Center
    Austin, TX
    OfficeGross leasable square footage


495,000



258,000Date of purchase:


7/29/2005



8/19/2005Mortgage financing at date of purchase

$
35,300,000


$
28,000,000Cash down payment

$
19,240,000


$
9,500,000Contract purchase price plus acquisition fee

$
54,540,000


$
37,500,000Other cash expenditures expensed/(credited)

$
162,000


$
(383,000
)Other cash expenditures capitalized

$
867,000


$
591,000Total acquisition cost

$
55,569,000


$
37,708,000Program:Name, location, type of property


NNN One Chesterfield Place,
    LLCOne Chesterfield Place
    Chesterfield, MO
    Office



NNN Maitland Promenade,
    LLCMaitland Promenade II
    Orlando, FL
    OfficeGross leasable square footage


143,000



230,000Date of purchase:


9/9/2005



9/12/2005Mortgage financing at date of purchase

$
18,810,000


$
32,250,000Cash down payment

$
9,664,000


$
12,143,000Contract purchase price plus acquisition fee

$
28,474,000


$
44,393,000Other cash expenditures expensed/(credited)

$
(76,000
)

$
(78,000
)Other cash expenditures capitalized

$
346,000


$
470,000Total acquisition cost

$
28,744,000


$
44,785,000  II-15




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Sixth Avenue West, LLCSixth Avenue West
    Golden, CO
    Office



NNN St. Charles, LLCSt. Charles Apartments
    Kennesaw, GA
    ApartmentGross leasable square footage


125,000



200,000Date of purchase:


9/13/2005



9/27/2005Mortgage financing at date of purchase

$
10,300,000


$
12,100,000Cash down payment

$
5,200,000


$
5,714,000Contract purchase price plus acquisition fee

$
15,500,000


$
17,814,000Other cash expenditures expensed/(credited)

$
(94,000
)

$
23,000Other cash expenditures capitalized

$
(434,000
)

$
252,000Total acquisition cost

$
14,972,000


$
18,089,000Program:Name, location, type of property


NNN 123 Wacker, LLC123 North Wacker Drive
    Chicago, IL
    Office



NNN Netpark II, LLC(1)
    Netpark Tampa Bay
    Tampa, FL
    OfficeGross leasable square footage


541,000



913,000Date of purchase:


9/28/2005



9/30/2005Mortgage financing at date of purchase

$
136,000,000


$
21,500,000Cash down payment

$
37,680,000


$
12,000,000Contract purchase price plus acquisition fee

$
173,680,000


$
33,500,000Other cash expenditures expensed/(credited)

$
958,000


$
(20,000
)Other cash expenditures capitalized

$
2,652,000


$
1,008,000Total acquisition cost

$
177,290,000


$
34,488,000Program:Name, location, type of property


NNN Britannia Business
    Center III, LLCBritannia Business Center
    Pleasanton, CA
    Office



NNN Britannia Business
    Center II, LLCBritannia Business Center
    Pleasanton, CA
    OfficeGross leasable square footage


191,000



276,000Date of purchase:


9/30/2005



9/30/2005Mortgage financing at date of purchase

$
35,000,000


$
41,000,000Cash down payment

$
10,290,000


$
17,610,000Contract purchase price plus acquisition fee

$
45,290,000


$
58,610,000Other cash expenditures expensed/(credited)

$
(101,000
)

$
(129,000
)Other cash expenditures capitalized

$
467,000


$
435,000Total acquisition cost

$
45,656,000


$
58,916,000     (1)
    
    NNN 2002 Value Fund, LLC, an affiliated public entity, sold its
    50.0% tenant in common interest in the property to an affiliated
    program, NNN Netpark II, LLC. II-16




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Woodside Corporate
    Park, LLCWoodside Corporate Park
    Beaverton, OR
    Office



NNN Britannia Business
    Center I, LLCBritannia Business Center
    Pleasanton, CA
    OfficeGross leasable square footage


383,000



297,000Date of purchase:


9/30/2005



10/14/2005Mortgage financing at date of purchase

$
33,500,000


$
60,000,000Cash down payment

$
12,000,000


$
22,989,000Contract purchase price plus acquisition fee

$
45,500,000


$
82,989,000Other cash expenditures expensed/(credited)

$
(405,000
)

$
(276,000
)Other cash expenditures capitalized

$
550,000


$
867,000Total acquisition cost

$
45,645,000


$
83,580,000Program:Name, location, type of property


NNN Saturn Business Park,
    LLCSaturn Business Park
    Brea, CA
    Office



NNN Parkway Crossing, LLCParkway Crossing Apartments
    Asheville, NC
    ApartmentGross leasable square footage


121,000



184,000Date of purchase:


10/20/2005



10/28/2005Mortgage financing at date of purchase

$
16,100,000


$
9,100,000Cash down payment

$
6,560,000


$
2,230,000Contract purchase price plus acquisition fee

$
22,660,000


$
11,330,000Other cash expenditures expensed/(credited)

$
14,000


$
10,000Other cash expenditures capitalized

$
60,000


$
189,000Total acquisition cost

$
22,734,000


$
11,529,000Program:Name, location, type of property


NNN Forest Office Park, LLCForest Office Park
    Richmond, VA
    Office



NNN Doral Court, LLCDoral Court
    Miami, FL
    OfficeGross leasable square footage


223,000



209,000Date of purchase:


11/9/2005



11/15/2005Mortgage financing at date of purchase

$
15,300,000


$
19,640,000Cash down payment

$
5,550,000


$
13,640,000Contract purchase price plus acquisition fee

$
20,850,000


$
33,280,000Other cash expenditures expensed/(credited)

$
(87,000
)

$
50,000Other cash expenditures capitalized

$
406,000


$
1,057,000Total acquisition cost

$
21,169,000


$
34,387,000  II-17




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Talavi Corp Center, LLCTalavi Corporate Center
    Glendale, AZ
    Office



NNN One Nashville Place, LLCOne Nashville Place
    Nashville, TN
    OfficeGross leasable square footage


153,000



411,000Date of purchase:


11/23/2005



11/30/2005Mortgage financing at date of purchase

$
24,000,000


$
58,000,000Cash down payment

$
8,875,000


$
21,750,000Contract purchase price plus acquisition fee

$
32,875,000


$
79,750,000Other cash expenditures expensed/(credited)

$
17,000


$
54,000Other cash expenditures capitalized

$
375,000


$
1,590,000Total acquisition cost

$
33,267,000


$
81,394,000Program:Name, location, type of property


NNN 633 17th Street, LLC633 17th Street
    Denver, CO
    Office



NNN 300 Four Falls, LLC300 Four Falls
    W. Conshohocken, PA
    OfficeGross leasable square footage


553,000



298,000Date of purchase:


12/9/2005



12/14/2005Mortgage financing at date of purchase

$
67,500,000


$
72,000,000Cash down payment

$
24,780,000


$
28,525,000Contract purchase price plus acquisition fee

$
92,280,000


$
100,525,000Other cash expenditures expensed/(credited)

$
(70,000
)

$
327,000Other cash expenditures capitalized

$
1,087,000


$
2,019,000Total acquisition cost

$
93,297,000


$
102,871,000Program:Name, location, type of property


NNN 3500 Maple, LLC3500 Maple
    Dallas, TX
    Office



NNN The Landing, LLCThe Landing Apartments
    Durham, NC
    ApartmentGross leasable square footage


375,000



192,000Date of purchase:


12/27/2005



12/30/2005Mortgage financing at date of purchase

$
58,320,000


$
9,700,000Cash down payment

$
8,180,000


$
3,536,000Contract purchase price plus acquisition fee

$
66,500,000


$
13,236,000Other cash expenditures expensed/(credited)

$
(638,000
)

$
14,000Other cash expenditures capitalized

$
(749,000
)

$
79,000Total acquisition cost

$
65,113,000


$
13,329,000  II-18




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Caledon Wood, LLCCaledon Wood Apartments
    Greenville, SC
    Apartment



NNN Mission Square, LLCMission Square
    Riverside, CA
    OfficeGross leasable square footage


348,000



128,000Date of purchase:


1/3/2006



1/10/2006Mortgage financing at date of purchase

$
17,000,000


$
24,225,000Cash down payment

$
6,816,000


$
9,275,000Contract purchase price plus acquisition fee

$
23,816,000


$
33,500,000Other cash expenditures expensed/(credited)

$
51,000


$
(10,000
)Other cash expenditures capitalized

$
89,000


$
365,000Total acquisition cost

$
23,956,000


$
33,855,000Program:Name, location, type of property


NNN Highbrook Apartments,
    LLCHighbrook Apartments
    High Point, NC
    Apartment



NNN Gateway One, LLCGateway One
    St. Louis, MO
    OfficeGross leasable square footage


280,000



410,000Date of purchase:


1/19/2006



2/9/2006Mortgage financing at date of purchase

$
16,925,000


$
50,000,000Cash down payment

$
6,466,000


$
16,600,000Contract purchase price plus acquisition fee

$
23,391,000


$
66,600,000Other cash expenditures expensed/(credited)

$
(4,000
)

$
(139,000
)Other cash expenditures capitalized

$
330,000


$
753,000Total acquisition cost

$
23,717,000


$
67,214,000Program:Name, location, type of property


NNN 1818 Market Street, LLC1818 Market Street
    Philadelphia, PA
    Office



NNN Meadows Apartments,
    LLCThe Meadows Apartments
    Asheville, NC
    ApartmentGross leasable square footage


983,000



387,000Date of purchase:


2/21/2006



3/15/2006Mortgage financing at date of purchase

$
132,000,000


$
21,300,000Cash down payment

$
25,384,000


$
7,100,000Contract purchase price plus acquisition fee

$
157,384,000


$
28,400,000Other cash expenditures expensed/(credited)

$
1,943,000


$
(73,000
)Other cash expenditures capitalized

$
5,384,000


$
121,000Total acquisition cost

$
164,711,000


$
28,448,000  II-19




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Enclave at Deep River,
    LLCThe Enclave at Deep River
    Plantation
    High Point, NC
    Apartment



NNN Opportunity Fund VIII,
    LLCExecutive Center VI
    Brookfield, WI
    OfficeGross leasable square footage


224,000



102,000Date of purchase:


3/17/2006



4/18/2006Mortgage financing at date of purchase

$
13,725,000


$
8,750,000Cash down payment

$
5,307,000


$
950,000Contract purchase price plus acquisition fee

$
19,032,000


$
9,700,000Other cash expenditures expensed/(credited)

$
(81,000
)

$
35,000Other cash expenditures capitalized

$
112,000


$
232,000Total acquisition cost

$
19,063,000


$
9,967,000Program:Name, location, type of property


NNN Aventura Harbour, LLCHarbour Centre
    Aventura, FL
    Office



NNN Arbor Trace Apartments,
    LLCArbor Trace Apartments
    Virginia Beach, VA
    ApartmentGross leasable square footage


214,000



125,000Date of purchase:


4/28/2006



5/1/2006Mortgage financing at date of purchase

$
51,180,000


$
11,063,000Cash down payment

$
20,015,000


$
4,129,000Contract purchase price plus acquisition fee

$
69,595,000


$
15,192,000Other cash expenditures expensed/(credited)

$
(660,000
)

$
108,000Other cash expenditures capitalized

$
5,276,000


$
290,000Total acquisition cost

$
74,211,000


$
15,590,000Program:Name, location, type of property


NNN Lake Center, LLCLake Center Four
    Marlton, NJ
    Office



NNN 3050 Superior, LLC3050 Superior Drive NW
    Rochester, MN
    OfficeGross leasable square footage


89,000



205,000Date of purchase:


5/18/2006



5/18/2006Mortgage financing at date of purchase

$
14,830,000


$
28,100,000Cash down payment

$
4,969,000


$
8,775,000Contract purchase price plus acquisition fee

$
19,799,000


$
36,875,000Other cash expenditures expensed/(credited)

$
(56,000
)

$
(441,000
)Other cash expenditures capitalized

$
791,000


$
873,000Total acquisition cost

$
20,534,000


$
37,307,000  II-20




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Las Colinas Highlands,
    LLCLas Colinas Highlands
    Irving, TX
    Office



NNN 220 Virginia Avenue,
    LLC220 Virginia Avenue
    Indianapolis, IN
    OfficeGross leasable square footage


199,000



562,000Date of purchase:


6/27/2006



6/29/2006Mortgage financing at date of purchase

$
32,000,000


$
84,405,000Cash down payment

$
12,148,000


$
16,395,000Contract purchase price plus acquisition fee

$
44,148,000


$
100,800,000Other cash expenditures expensed/(credited)

$
(235,000
)

$
(594,000
)Other cash expenditures capitalized

$
784,000


$
420,000Total acquisition cost

$
44,697,000


$
100,626,000Program:Name, location, type of property


NNN Chase Tower, LLCChase Tower (1)
    Austin, TX
    Office



NNN Villa Apartments, LLCVillas by the Lake
    Jonesboro, GA
    ApartmentGross leasable square footage


389,000



283,000Date of purchase:


7/3/2006



7/7/2006Mortgage financing at date of purchase

$
54,800,000


$
14,925,000Cash down payment

$
17,700,000


$
5,572,000Contract purchase price plus acquisition fee

$
72,500,000


$
20,497,000Other cash expenditures expensed/(credited)

$
5,000


$
(41,000
)Other cash expenditures capitalized

$
1,475,000


$
598,000Total acquisition cost

$
73,980,000


$
21,054,000Program:Name, location, type of property


NNN 2716 North Tenaya, LLC2716 North Tenaya Way
    Las Vegas, NV
    Medical Office



NNN Westlake Villa, LLCWestlake Villas
    San Antonio, TX
    ApartmentGross leasable square footage


204,000



223,000Date of purchase:


7/25/2006



8/8/2006Mortgage financing at date of purchase

$
50,750,000


$
11,325,000Cash down payment

$
23,500,000


$
4,228,000Contract purchase price plus acquisition fee

$
74,250,000


$
15,553,000Other cash expenditures expensed/(credited)

$
(42,000
)

$
(313,000
)Other cash expenditures capitalized

$
1,892,000


$
373,000Total acquisition cost

$
76,100,000


$
15,613,000     (1)
    
    This program owns 26.8% of the property. The balance of the
    property is owned by two affiliated programs, NNN Opportunity
    Fund VIII, LLC with 47.5% ownership and NNN 2003 Value
    Fund, LLC with 14.8% ownership. The remaining 10.9% of the
    property is owned by an unaffiliated entity. II-21




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN 400 Capitol, LLCThe Regions Center
    Little Rock, AR
    Office



NNN Southcreek Corporate,
    LLCSouthcreek Corporate Center II
    Overland Park, KS
    OfficeGross leasable square footage


532,000



56,000Date of purchase:


8/18/2006



9/1/2006Mortgage financing at date of purchase

$
32,000,000


$
6,000,000Cash down payment

$
6,368,000


$
2,000,000Contract purchase price plus acquisition fee

$
38,368,000


$
8,000,000Other cash expenditures expensed/(credited)

$
(167,000
)

$
(48,000
)Other cash expenditures capitalized

$
1,746,000


$
59,000Total acquisition cost

$
39,947,000


$
8,011,000Program:Name, location, type of property


NNN Chatham Court/
    Reflections, LLCChatham Court
    and Chatham Reflections
    Dallas, TX
    Apartment



NNN Arbors at Fairview, LLCArbors at Fairview Apartments
    Simpsonville, SC
    ApartmentGross leasable square footage


378,000



181,000Date of purchase:


9/8/2006



10/12/2006Mortgage financing at date of purchase

$
18,938,000


$
10,500,000Cash down payment

$
7,070,000


$
3,920,000Contract purchase price plus acquisition fee

$
26,008,000


$
14,420,000Other cash expenditures expensed/(credited)

$
(207,000
)

$
(53,000
)Other cash expenditures capitalized

$
826,000


$
834,000Total acquisition cost

$
26,627,000


$
15,201,000Program:Name, location, type of property


NNN 1 & 2 Met Center, LLCMet Center 1 & 2
    Austin, TX
    Office



NNN 250 East 5th Street, LLC250 East 5th Street
    Cincinnati, OH
    OfficeGross leasable square footage


95,000



537,000Date of purchase:


10/13/2006



10/25/2006Mortgage financing at date of purchase

$
8,600,000


$
65,000,000Cash down payment

$
3,420,000


$
27,756,000Contract purchase price plus acquisition fee

$
12,020,000


$
92,756,000Other cash expenditures expensed/(credited)

$
(234,000
)

$
(153,000
)Other cash expenditures capitalized

$
104,000


$
805,000Total acquisition cost

$
11,890,000


$
93,408,000  II-22




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


One Northlake Place, LLC11500 Northlake Drive
    Cincinnati, OH
    Office



NNN DCF Campus, LLCDepartment of Children and
    Families Campus
    Plantation, FL
    OfficeGross leasable square footage


177,000



118,000Date of purchase:


10/27/2006



11/15/2006Mortgage financing at date of purchase

$
13,350,000


$
10,090,000Cash down payment

$
4,100,000


$
3,300,000Contract purchase price plus acquisition fee

$
17,450,000


$
13,390,000Other cash expenditures expensed/(credited)

$
4,000


$
(229,000
)Other cash expenditures capitalized

$
272,000


$
369,000Total acquisition cost

$
17,726,000


$
13,530,000Program:Name, location, type of property


NNN Beechwood Apartments,
    LLCBeechwood Apartments
    Greensboro, NC
    Apartment



NNN Westpoint, LLCWestpoint 1
    Irving, TX
    OfficeGross leasable square footage


173,000



150,000Date of purchase:


11/17/2006



11/29/2006Mortgage financing at date of purchase

$
8,625,000


$
15,125,000Cash down payment

$
3,220,000


$
5,675,000Contract purchase price plus acquisition fee

$
11,845,000


$
20,800,000Other cash expenditures expensed/(credited)

$
(7,000
)

$
(11,000
)Other cash expenditures capitalized

$
268,000


$
269,000Total acquisition cost

$
12,106,000


$
21,058,000Program:Name, location, type of property


NNN Castaic Town Center,
    LLCCastaic Town Center
    Castaic, CA
    Retail



NNN Northwoods, LLCNorthwoods II
    Columbus, OH
    OfficeGross leasable square footage


40,000



116,000Date of purchase:


11/30/2006



12/8/2006Mortgage financing at date of purchase

$
11,250,000


$
8,200,000Cash down payment

$
4,150,000


$
2,770,000Contract purchase price plus acquisition fee

$
15,400,000


$
10,970,000Other cash expenditures expensed/(credited)

$
26,000


$
(43,000
)Other cash expenditures capitalized

$
572,000


$
186,000Total acquisition cost

$
15,998,000


$
11,113,000  II-23




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program: Name, location, type of property


NNN 50 Lake Center , LLCLake Center V
    Marlton, NJ
    Office



NNN Mt. Moriah Apartments,
    LLCThe Trails at Mt. Moriah
    Apartments
    Memphis, TN
    ApartmentGross leasable square footage


89,000



539,000Date of purchase:


12/15/2006



12/28/2006Mortgage financing at date of purchase

$
16,425,000


$
22,875,000Cash down payment

$
6,075,000


$
8,540,000Contract purchase price plus acquisition fee

$
22,500,000


$
31,415,000Other cash expenditures expensed/(credited)

$
(634,000
)

$
57,000Other cash expenditures capitalized

$
628,000


$
2,691,000Total acquisition cost

$
22,494,000


$
34,163,000Program: Name, location, type of property


NNN 1600 Parkwood, LLC1600 Parkwood Circle
    Atlanta, GA
    Office



NNN Royal 400, LLCRoyal 400 Business Park
    Alpharetta, GA
    OfficeGross leasable square footage


151,000



140,000Date of purchase:


12/28/2006



12/29/2006Mortgage financing at date of purchase

$
18,250,000


$
9,400,000Cash down payment

$
9,275,000


$
4,400,000Contract purchase price plus acquisition fee

$
27,525,000


$
13,800,000Other cash expenditures expensed/(credited)

$
2,000


$
19,000Other cash expenditures capitalized

$
241,000


$
942,000Total acquisition cost

$
27,768,000


$
14,761,000Program:Name, location, type of property


NNN Lenox Park, LLCLenox Office Park
    (Bldg A and B)
    Memphis, TN
    Office



NNN Advanced
    Orthopaedic, LLCAdvanced Orthopaedic Center
    Richmond, VA
    Medical OfficeGross leasable square footage


193,000



60,000Date of purchase:


1/3/2007



1/5/2007Mortgage financing at date of purchase

$
17,300,000


$
12,500,000Cash down payment

$
6,925,000


$
4,238,000Contract purchase price plus acquisition fee

$
24,225,000


$
16,738,000Other cash expenditures expensed/(credited)

$
133,000


$
63,000Other cash expenditures capitalized

$
342,000


$
298,000Total acquisition cost

$
24,700,000


$
17,099,000  II-24




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Woodbridge Apartments,
    LLCWoodbridge Apartments
    San Antonio, TX
    Apartment



NNN Hunter Plaza, LLCHunter Plaza
    Irving, TX
    RetailGross leasable square footage


224,000



106,000Date of purchase:


1/16/2007



2/27/2007Mortgage financing at date of purchase

$
9,750,000


$
22,500,000Cash down payment

$
3,640,000


$
7,500,000Contract purchase price plus acquisition fee

$
13,390,000


$
30,000,000Other cash expenditures expensed/(credited)

$
(25,000
)

$
31,000Other cash expenditures capitalized

$
344,000


$
84,000Total acquisition cost

$
13,709,000


$
30,115,000Program:Name, location, type of property


NNN Three Resource Square,
    LLCThree Resource Square
    Charlotte, NC
    Office



NNN Durham Office Portfolio,
    LLCDurham Office Portfolio
    Durham, NC
    Medical OfficeGross leasable square footage


122,000



276,000Date of purchase:


3/7/2007



3/12/2007Mortgage financing at date of purchase

$
16,250,000


$
26,000,000Cash down payment

$
7,283,000


$
9,225,000Contract purchase price plus acquisition fee

$
23,533,000


$
35,225,000Other cash expenditures expensed/(credited)

$
54,000


$
(71,000
)Other cash expenditures capitalized

$
505,000


$
348,000Total acquisition cost

$
24,092,000


$
35,502,000Program:Name, location, type of property


NNN 4101 Interwood, LLCInterwood Office Park
    Houston, TX
    Office



NNN Vineyard Springs
    Apartments, LLCVineyard Springs Apartments
    San Antonio, TX
    ApartmentGross leasable square footage


80,000



338,000Date of purchase:


3/14/2007



3/20/2007Mortgage financing at date of purchase

$
8,250,000


$
21,825,000Cash down payment

$
3,080,000


$
8,148,000Contract purchase price plus acquisition fee

$
11,330,000


$
29,973,000Other cash expenditures expensed/(credited)

$
(47,000
)

$
(11,000
)Other cash expenditures capitalized

$
107,000


$
978,000Total acquisition cost

$
11,390,000


$
30,940,000  II-25




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Parkway 400, LLCParkway 400
    Alpharetta, GA
    Office



NNN Springfield Apartments,
    LLCSpringfield Apartments
    Durham, NC
    ApartmentGross leasable square footage


193,000



204,000Date of purchase:


3/26/2007



3/29/2007Mortgage financing at date of purchase

$
25,500,000


$
13,575,000Cash down payment

$
9,280,000


$
5,068,000Contract purchase price plus acquisition fee

$
34,780,000


$
18,643,000Other cash expenditures expensed/(credited)

$
40,000


$
31,000Other cash expenditures capitalized

$
401,000


$
623,000Total acquisition cost

$
35,221,000


$
19,297,000Program:Name, location, type of property


NNN North Scottsdale Medical
    Office, LLCNorth Scottsdale Medical
    Office Portfolio
    Scottsdale, AZ
    Medical Office



NNN Culver Medical Plaza,
    LLCCulver Medical Plaza
    Culver City, CA
    Medical OfficeGross leasable square footage


154,000



52,000Date of purchase:


3/29/2007



4/23/2007Mortgage financing at date of purchase

$
36,500,000


$
14,120,000Cash down payment

$
9,850,000


$
4,060,000Contract purchase price plus acquisition fee

$
46,350,000


$
18,180,000Other cash expenditures expensed/(credited)

$
69,000


$
24,000Other cash expenditures capitalized

$
1,221,000


$
286,000Total acquisition cost

$
47,640,000


$
18,490,000Program:Name, location, type of property


NNN Northmark Business
    Center II, LLCNorthmark Business Center II
    Cincinnati, OH
    Office



NNN Chartwell Court, LLCChartwell Court Apartments
    Houston, TX
    ApartmentGross leasable square footage


100,000



254,000Date of purchase:


5/15/2007



5/25/2007Mortgage financing at date of purchase

$
9,120,000


$
12,450,000Cash down payment

$
2,622,000


$
4,648,000Contract purchase price plus acquisition fee

$
11,742,000


$
17,098,000Other cash expenditures expensed/(credited)

$
49,000


$
15,000Other cash expenditures capitalized

$
58,000


$
487,000Total acquisition cost

$
11,849,000


$
17,600,000  II-26




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Siena Office Park I, LLC Siena Office Park I
    Henderson, NV
    Office



NNN 8555 University Place,
    LLCExpress Scripts
    St. Louis, MO
    Medical OfficeGross leasable square footage


101,000



315,000Date of purchase:


6/4/2007



6/4/2007Mortgage financing at date of purchase

$
28,620,000


$
45,000,000Cash down payment

$
8,228,000


$
15,179,000Contract purchase price plus acquisition fee

$
36,848,000


$
60,179,000Other cash expenditures expensed/(credited)

$
52,000


$
76,000Other cash expenditures capitalized

$
229,000


$
1,867,000Total acquisition cost

$
37,129,000


$
62,122,000Program:Name, location, type of property


NNN San Marin Apartments,
    LLCSan Marin Apartments
    Corpus Christi, TX
    Apartment



NNN Cypresswood Drive, LLC9720 Cypresswood Drive
    Houston, TX
    Office / RestaurantGross leasable square footage


192,000



99,000Date of purchase:


6/5/2007



6/20/2007Mortgage financing at date of purchase

$
12,000,000


$
17,500,000Cash down payment

$
4,480,000


$
5,490,000Contract purchase price plus acquisition fee

$
16,480,000


$
22,990,000Other cash expenditures expensed/(credited)

$
(66,000
)

$
1,000Other cash expenditures capitalized

$
444,000


$
378,000Total acquisition cost

$
16,858,000


$
23,369,000Program:Name, location, type of property


NNN Mainstreet at Flatiron,
    LLCMainstreet at Flatiron
    Broomfield, CO
    Office / Retail



NNN 824 North Market Street,
    LLC824 North Market Street
    Wilmington, DE
    OfficeGross leasable square footage


93,000



203,000Date of purchase:


6/21/2007



6/29/2007Mortgage financing at date of purchase

$
12,640,000


$
29,280,000Cash down payment

$
3,634,000


$
8,367,000Contract purchase price plus acquisition fee

$
16,274,000


$
37,647,000Other cash expenditures expensed/(credited)

$
(8,000
)

$
12,000Other cash expenditures capitalized

$
96,000


$
768,000Total acquisition cost

$
16,362,000


$
38,427,000  II-27




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Century Hills, LLCCentury Hills Apartments
    Augusta, GA
    Apartment



NNN Retreat at Stonecrest,
    LLCRetreat at Stonecrest Apartments
    Lithonia, GA
    ApartmentGross leasable square footage


221,000



288,000Date of purchase:


6/29/2007



7/2/2007Mortgage financing at date of purchase

$
15,750,000


$
16,650,000Cash down payment

$
5,880,000


$
6,216,000Contract purchase price plus acquisition fee

$
21,630,000


$
22,866,000Other cash expenditures expensed/(credited)

$
27,000


$
164,000Other cash expenditures capitalized

$
401,000


$
619,000Total acquisition cost

$
22,058,000


$
23,649,000Program:Name, location, type of property


NNN Engineering Drive, LLC3550 Engineering Drive
    Norcross, GA
    Office



NNN Sugar Land Medical
    Center, LLCSugar Land Medical Center
    Sugar Land, TX
    Medical OfficeGross leasable square footage


99,000



80,000Date of purchase:


7/6/2007



7/26/2007Mortgage financing at date of purchase

$
13,522,000


$
12,000,000Cash down payment

$
6,233,000


$
3,347,000Contract purchase price plus acquisition fee

$
19,755,000


$
15,347,000Other cash expenditures expensed/(credited)

$
58,000


$
(7,000
)Other cash expenditures capitalized

$
151,000


$
957,000Total acquisition cost

$
19,964,000


$
16,297,000Program:Name, location, type of property


NNN Harbour Landing, LLCHarbour Landing Apartments
    Corpus Christi, TX
    Apartment



NNN Church Street Office
    Center, LLCChurch Street Office Center
    Evanston, IL
    Medical OfficeGross leasable square footage


193,000



153,000Date of purchase:


7/31/2007



8/16/2007Mortgage financing at date of purchase

$
11,063,000


$
21,600,000Cash down payment

$
4,130,000


$
5,400,000Contract purchase price plus acquisition fee

$
15,193,000


$
27,000,000Other cash expenditures expensed/(credited)

$
(3,000
)

$
(110,000
)Other cash expenditures capitalized

$
648,000


$
1,049,000Total acquisition cost

$
15,838,000


$
27,939,000  II-28




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##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN River Ridge, LLCRiver Ridge Apartments
    Asheville, NC
    Apartment



NNN Riverwood Place, LLCOne and Two Riverwood Place
    Pewaukee, WI
    OfficeGross leasable square footage


270,000



196,000Date of purchase:


8/16/2007



8/17/2007Mortgage financing at date of purchase

$
19,646,000


$
26,500,000Cash down payment

$
7,335,000


$
10,745,000Contract purchase price plus acquisition fee

$
26,981,000


$
37,245,000Other cash expenditures expensed/(credited)

$
60,000


$
138,000Other cash expenditures capitalized

$
918,000


$
1,195,000Total acquisition cost

$
27,959,000


$
38,578,000Program:Name, location, type of property


NNN Old Line Professional
    Centre, LLCOld Line Professional Centre
    Waldorf, MD
    Medical Office



NNN One Ridgmar Centre,
    LLCOne Ridgmar Centre
    Fort Worth, TX
    OfficeGross leasable square footage


81,000



177,000Date of purchase:


8/17/2007



8/17/2007Mortgage financing at date of purchase

$
9,400,000


$
15,500,000Cash down payment

$
2,960,000


$
6,020,000Contract purchase price plus acquisition fee

$
12,360,000


$
21,520,000Other cash expenditures expensed/(credited)

$
95,000


$
(46,000
)Other cash expenditures capitalized

$
688,000


$
855,000Total acquisition cost

$
13,143,000


$
22,329,000Program:Name, location, type of property


NNN Wesley Paces, LLCWesley Paces
    Norcross, GA
    Apartment



NNN Biewend Building, LLCBiewend Building
    Boston, MA
    Medical OfficeGross leasable square footage


296,000



155,000Date of purchase:


8/17/2007



9/5/2007Mortgage financing at date of purchase

$
20,089,000


$
48,880,000Cash down payment

$
7,500,000


$
13,676,000Contract purchase price plus acquisition fee

$
27,589,000


$
62,556,000Other cash expenditures expensed/(credited)

$
(7,000
)

$
213,000Other cash expenditures capitalized

$
1,024,000


$
1,444,000Total acquisition cost

$
28,606,000


$
64,213,000  II-29




---



##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Tupper Building, LLCTupper Building
    Boston, MA
    Medical Office



NNN Darien Business Center,
    LLCDarien Business Center
    Darien, IL
    Medical OfficeGross leasable square footage


98,000



176,000Date of purchase:


9/5/2007



9/25/2007Mortgage financing at date of purchase

$
43,920,000


$
23,040,000Cash down payment

$
12,293,000


$
6,406,000Contract purchase price plus acquisition fee

$
56,213,000


$
29,446,000Other cash expenditures expensed/(credited)

$
191,000


$
56,000Other cash expenditures capitalized

$
1,309,000


$
1,003,000Total acquisition cost

$
57,713,000


$
30,505,000Program:Name, location, type of property


NNN Ashley Overlook, LLCAshley Overlook
    North Charleston, SC
    Office



NNN Park Central, LLCPark Central
    Altanta, GA
    OfficeGross leasable square footage


107,000



212,000Date of purchase:


10/1/2007



11/29/2007Mortgage financing at date of purchase

$
15,100,000


$
20,000,000Cash down payment

$
8,900,000


$
9,865,000Contract purchase price plus acquisition fee

$
24,000,000


$
29,865,000Other cash expenditures expensed/(credited)

$
12,000


$
82,000Other cash expenditures capitalized

$
48,000


$
1,779,000Total acquisition cost

$
24,060,000


$
31,726,000Program:Name, location, type of property


NNN Emberwood Apartments,
    LLCEmberwood Apartments
    Lafayette, LA
    Apartment



NNN Exchange South, LLCExchange South
    Jacksonville, FL
    OfficeGross leasable square footage


267,000



194,000Date of purchase:


12/4/2007



12/13/2007Mortgage financing at date of purchase

$
16,050,000


$
16,800,000Cash down payment

$
5,992,000


$
7,920,000Contract purchase price plus acquisition fee

$
22,042,000


$
24,720,000Other cash expenditures expensed/(credited)

$
41,000


$
146,000Other cash expenditures capitalized

$
1,648,000


$
1,096,000Total acquisition cost

$
23,731,000


$
25,962,000  II-30




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##### Table of Contents



TABLE
    VI
 ACQUISITION OF PROPERTIES BY PROGRAMS
    (UNAUDITED)  (Continued)
    PRIVATE PROGRAMS
    DECEMBER 31, 2007
  Program:Name, location, type of property


NNN Woodside, LLCWoodside Corporate Park
    Beaverton, OR
    Office



NNN Townley Business Park,
    LLCTownley Business Park
    Phoenix, AZ
    OfficeGross leasable square footage


193,000



122,000Date of purchase:


12/13/2007



12/21/2007Mortgage financing at date of purchase

$
19,380,000


$
9,900,000Cash down payment

$
12,865,000


$
4,726,000Contract purchase price plus acquisition fee

$
32,245,000


$
14,626,000Other cash expenditures expensed/(credited)

$
58,000


$
(20,000
)Other cash expenditures capitalized

$
1,070,000


$
538,000Total acquisition cost

$
33,373,000


$
15,144,000Program:Name, location, type of property


NNN Eastern Wisconsin
    Medical Portfolio, LLCAurora Health Care - Multi Site
    Various Cities, WI
    Medical OfficeGross leasable square footage


153,000Date of purchase:


12/21/2007Mortgage financing at date of purchase

$
32,300,000Cash down payment

$
9,930,000Contract purchase price plus acquisition fee

$
42,230,000Other cash expenditures expensed/(credited)

$
(20,000
)Other cash expenditures capitalized

$
961,000Total acquisition cost

$
43,171,000  II-31




---



##### Table of Contents



SIGNATURE
    PAGE
  Form S-11
    By:
    /s/  Stanley
    J. Olander, Jr.   Chief Executive Officer and President
  POWER OF
    ATTORNEY
      Signature

Title

Date/s/  Stanley
    J. Olander, Jr.Stanley
    J. Olander, Jr.

Chief Executive Officer, President and Chairman of the Board
    (Principal Executive Officer)

February 17, 2009/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

February 17, 2009/s/  Glenn
    W. BuntingGlenn
    W. Bunting

Director

February 17, 2009/s/  Robert
    A. Gary, IVRobert
    A. Gary, IV

Director

February 17, 2009/s/  W.
    Brand InlowW.
    Brand Inlow

Director

February 17, 2009Andrea
    R. Biller

Director  II-32




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##### Table of Contents



EXHIBIT LIST
    ExhibitNumber

Exhibit1
.1*

Form of Dealer Manager Agreement between Grubb & Ellis
    Apartment REIT, Inc. and Grubb & Ellis Securities, Inc.3
.1

Articles of Amendment and Restatement of the Registrant
    (included as Exhibit 3.1 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)3
.2

Articles of Amendment to the Articles of Amendment and
    Restatement of the Registrant (included as Exhibit 3.1 to
    our
    Form 8-K
    filed on December 10, 2007 and incorporated herein by
    reference)3
.3

Amended and Restated Bylaws of the Registrant (included as
    Exhibit 3.2 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)3
.4

Amendment to Amended and Restated Bylaws (included as
    Exhibit 3.6 to Post-Effective Amendment No. 1 to our
    Registration Statement on
    Form S-11
    (File
    No. 333-130945)
    filed January 31, 2007 and incorporated herein by reference)3
.5

Agreement of Limited Partnership of NNN Apartment REIT Holdings,
    L.P. (included as Exhibit 3.3 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)4
.1*

Form of Subscription Agreement (included as Exhibit B to
    the prospectus)5
.1**

Opinion of Venable LLP, as to the legality of the shares being
    registered8
.1**

Opinion of Morris, Manning & Martin, LLP as to tax
    matters10
.1*

Amended and Restated Distribution Reinvestment Plan (included as
    Exhibit C to the prospectus)10
.2*

Share Repurchase Plan (included as Exhibit D to the
    prospectus)10
.3

2006 Incentive Award Plan (included as Exhibit 10.3 to our
    Registration Statement on
    Form S-11,
    Amendment No. 3 filed on April 21, 2006 (File
    No. 333-130945)
    and incorporated herein by reference)10
.4

First Amended and Restated Advisory Agreement between
    Grubb & Ellis Apartment REIT, Inc. and
    Grubb & Ellis Apartment REIT Advisor, LLC (included as
    Exhibit 10.1 to our
    Form 8-K
    filed on July 21, 2008 and incorporated herein by reference)10
.4.1

Amendment No. 1 to the First Amended and Restated Advisory
    Agreement between Grubb & Ellis Apartment REIT, Inc.
    and Grubb & Ellis Apartment REIT Advisor, LLC
    (included as Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 2, 2008 and incorporated herein by
    reference)10
.4.2*

Form of Amendment No. 2 to the First Amended and Restated
    Advisory Agreement between Grubb & Ellis Apartment
    REIT, Inc. and Grubb & Ellis Apartment REIT Advisor,
    LLC10
.5

Escrow Agreement (included as Exhibit 10.5 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)10
.6

Amendment to 2006 Incentive Award Plan (included as
    Exhibit 10.6 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)10
.7

Assignment of Contract dated October 30, 2006 by Triple Net
    Properties, LLC to Apartment REIT Walker Ranch, L.P. (included
    as Exhibit 10.8 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.8

Credit Agreement dated October 31, 2006 by and among NNN
    Apartment REIT Holdings, L.P. and Wachovia Bank, National
    Association (included as Exhibit 10.9 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.9

Deed of Trust, Security Agreement and Fixture Filing dated
    October 31, 2006 by and among NNN Apartment REIT
    Holdings, L.P. and Wachovia Bank, National Association (included
    as Exhibit 10.10 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.10

Revolving Note dated October 31, 2006 by and among NNN
    Apartment REIT Holdings, L.P. and Wachovia Bank, National
    Association (included as Exhibit 10.11 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.11

Swingline Note dated October 31, 2006 by and among NNN
    Apartment REIT Holdings, L.P. and Wachovia Bank, National
    Association (included as Exhibit 10.12 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.12

Guaranty dated October 31, 2006 by and among NNN Apartment
    REIT Holdings, L.P. and Wachovia Bank, National Association
    (included as Exhibit 10.13 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.13

Assignment of Leases and Rents dated October 31, 2006 by
    and among NNN Apartment REIT Holdings, L.P. and Wachovia
    Bank, National Association (included as Exhibit 10.14 to
    our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.14

Mezzanine Credit Agreement dated October 31, 2006 by and
    among NNN Apartment REIT Holdings, L.P. and Wachovia Bank,
    National Association (included as Exhibit 10.15 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.15

Second Deed of Trust, Security Agreement and Fixture Filing
    dated October 31, 2006 by and among NNN Apartment REIT
    Holdings, L.P. and Wachovia Bank, National Association (included
    as Exhibit 10.16 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.16

Note (Mezzanine Loan) for the Walker Ranch Property dated
    October 31, 2006 by and among NNN Apartment REIT
    Holdings, L.P. and Wachovia Bank, National Association (included
    as Exhibit 10.17 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.17

Guaranty (Mezzanine Loan) dated October 31, 2006 by and
    among NNN Apartment REIT Holdings, L.P. and Wachovia Bank,
    National Association (included as Exhibit 10.18 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.18

Second Assignment of Leases and Rents dated October 31,
    2006 by and among NNN Apartment REIT Holdings, L.P. and Wachovia
    Bank, National Association (included as Exhibit 10.19 to
    our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.19

Senior Credit Agreement Waiver dated October 31, 2006 by
    and among NNN Apartment REIT Holdings, L.P. and Wachovia Bank,
    National Association (included as Exhibit 10.20 to our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.20

Mezzanine Credit Agreement Waiver dated October 31, 2006 by
    and among NNN Apartment REIT Holdings, L.P. and Wachovia
    Bank, National Association (included as Exhibit 10.21 to
    our
    Form 8-K
    filed on November 3, 2006 and incorporated herein by
    reference)10
.21

Assignment and Acceptance Agreement dated November 22, 2006
    by and among Wachovia Bank, National Association, LaSalle Bank
    National Association and Wachovia Bank, National Association
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on November 28, 2006 and incorporated herein by
    reference)10
.22

First Amendment to Credit Agreement dated November 22, 2006
    among NNN Apartment REIT Holdings, L.P., NNN Apartment REIT,
    Inc., Apartment REIT Walker Ranch, LP and Apartment REIT Walker
    Ranch GP, LLC, Wachovia Bank, National Association and the
    Lenders (included as Exhibit 10.2 to our
    Form 8-K
    filed on November 28, 2006 and incorporated herein by
    reference)10
.23

Revolving Note dated November 22, 2006 by and among NNN
    Apartment REIT Holdings, L.P. and Wachovia Bank, National
    Association (included as Exhibit 10.3 to our
    Form 8-K
    filed on November 28, 2006 and incorporated herein by
    reference)10
.24

Revolving Note dated November 22, 2006 by and among NNN
    Apartment REIT Holdings, L.P. and LaSalle Bank National
    Association (included as Exhibit 10.4 to our
    Form 8-K
    filed on November 28, 2006 and incorporated herein by
    reference)10
.25

Amendment to the Contract of Sale dated November 27, 2006
    by and between TR Hidden Lake Partners, Ltd. and Triple Net
    Properties, LLC (included as Exhibit 10.7 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.26

Deed of Trust, Security Agreement, Fixture Financing Statement
    and Assignment of Leases and Rents by El Dorado Apartments, LLC
    for the benefit of Royal Bank of Canada, dated November 29,
    2006 (included as Exhibit 10.6 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.27

Assignment of Contract dated December 28, 2006 by Triple
    Net Properties, LLC to Apartment REIT Hidden Lakes, L.P.
    (included as Exhibit 10.8 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10
.28

Promissory Note dated December 28, 2006 issued by Apartment
    REIT Hidden Lakes, LP to Wachovia Bank, National Association
    (included as Exhibit 10.9 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10
.35

Unsecured Promissory Note dated December 28, 2006 issued by
    NNN Apartment REIT Holdings, L.P. in favor of NNN Realty
    Advisors, Inc. (included as Exhibit 10.16 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10
.36

Purchase and Sale Agreement by and between Northspring Park, LLC
    and Triple Net Properties, LLC entered into as of
    February 21, 2007 (included as Exhibit 10.1 to our
    Form 8-K
    filed on June 18, 2007 and incorporated herein by reference)10
.37

Purchase and Sale Agreement dated February 21, 2007 by and
    between FS Towne Crossing, LTD and Triple Net Properties, LLC
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10
.38

Purchase and Sale Agreement by and between El Dorado Apartments,
    LLC and Triple Net Properties, LLC, dated February 21, 2007
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.39

Deed of Trust, Security Agreement and Fixture Filing made and
    given by Braemar Housing Limited Partnership to J. Lindsay
    Stradley, Jr. as Trustee for Transamerica Occidental Life
    Insurance Company as of March 25, 2005 (included as
    Exhibit 10.5 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.40

Promissory Note dated April 12, 2007 issued by Apartment
    REIT Walker Ranch, LP to Wachovia Bank, National Association
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.41

Deed of Trust, Security Agreement and Fixture Filing dated
    April 12, 2007 by Apartment REIT Walker Ranch, LP for the
    benefit of Wachovia Bank, National Association (included as
    Exhibit 10.2 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.42

Indemnity and Guaranty Agreement dated April 12, 2007 by
    NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.3 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.43

Assignment of Leases and Rents dated April 12, 2007 by
    Apartment REIT Walker Ranch, LP to Wachovia Bank, National
    Association (included as Exhibit 10.4 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.44

Assignment of Warranties and Other Contract Rights dated
    April 12, 2007 by Apartment REIT Walker Ranch, LP in favor
    of Wachovia Bank, National Association (included as
    Exhibit 10.5 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.45

Environmental Indemnity Agreement dated April 12, 2007 by
    NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.6 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.46

SEC Indemnity and Guaranty Agreement dated April 12, 2007
    by NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.7 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10
.47

Purchase and Sale Agreement by and between Braemar Housing
    Limited Partnership and Triple Net Properties, LLC entered into
    as of April 26, 2007 (included as Exhibit 10.1 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.48

Secured Promissory Note issued by Braemar Housing Limited
    Partnership in favor of Transamerica Occidental Life Insurance
    Company dated May 25, 2005 (included as Exhibit 10.4
    to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.49

Absolute Assignment of Leases and Rents by Braemar Housing
    Limited Partnership in favor of Transamerica Occidental Life
    Insurance Company dated May 25, 2005 (included as
    Exhibit 10.6 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.50

Sale Agreement dated June 8, 2007 by and between Bay Point
    Resort Corpus Christi, L.P. and Triple Net Properties, LLC
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.51

Reinstatement of and First Amendment to and Joinder and
    Ratification of Purchase and Sale Agreement dated June 8,
    2007 by and between FS Towne Crossing, LP, Fountain Green, LLC,
    and Triple Net Properties, LLC (included as Exhibit 10.2 to
    our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10
.52

Reinstatement of and First Amendment to Purchase and Sale
    Agreement by and between North Spring Park, LLC and Triple
    Net Properties, LLC made as of June 12, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed on June 18, 2007 and incorporated herein by reference)10
.53

Assignment of Contract by Triple Net Properties, LLC to
    Apartment REIT Park at North Gate, LP made as of
    June 12, 2007 (included as Exhibit 10.3 to our
    Form 8-K
    filed on June 18, 2007 and incorporated herein by reference)10
.54

Reinstatement of and First Amendment to Purchase and Sale
    Agreement by and between El Dorado Apartments, LLC and Triple
    Net Properties, LLC, dated June 12, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.55

Amendment to Sale Agreement dated June 14, 2007 by and
    between Bay Point Resort Corpus Christi, L.P. and Triple Net
    Properties, LLC (included as Exhibit 10.2 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.56

Assignment and Assumption of Real Estate Purchase Agreement by
    and between Triple Net Properties, LLC and Apartment REIT
    Residences at Braemar, LLC as of June 29, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.57

Loan Assumption and Modification Agreement by and between
    Apartment REIT Residences at Braemar, LLC, and Transamerica
    Occidental Life Insurance Company and is joined by Braemar
    Housing Limited Partnership, et al. made and entered into and
    effective as of June 29, 2007 (included as
    Exhibit 10.3 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.58

Supplemental Carveout Guarantee and Indemnity Agreement by NNN
    Apartment REIT, Inc. in favor of Transamerica Occidental Life
    Insurance Company dated June 29, 2007 (included as
    Exhibit 10.7 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.59

Supplemental Environmental Indemnity Agreement by Apartment REIT
    Residences at Braemar, LLC and NNN Apartment REIT, Inc. in favor
    of Transamerica Occidental Life Insurance Company dated
    June 29, 2007 (included as Exhibit 10.8 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.60

Assignment and Subordination of Management Agreement by
    Apartment REIT Residences at Braemar, LLC, Triple Net Properties
    Realty, Inc. and Transamerica Occidental Life Insurance Company
    dated June 29, 2007 (included as Exhibit 10.9 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.61

Unsecured Promissory Note dated June 29, 2007 issued by NNN
    Apartment REIT Holdings, L.P. in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.10 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.62

Amendment Letter regarding Credit Agreement dated July 10,
    2007 by and among NNN Apartment REIT Holdings, L.P., NNN
    Apartment REIT, Inc., Wachovia Bank, National Association and
    LaSalle Bank National Association (included as Exhibit 10.1
    to our
    Form 8-K
    filed July 13, 2007 and incorporated herein by reference)10
.63

Amendment Letter regarding Mezzanine Credit Agreement dated
    July 10, 2007 by and among NNN Apartment REIT
    Holdings, L.P., NNN Apartment REIT, Inc. and Wachovia Bank,
    National Association (included as Exhibit 10.2 to our
    Form 8-K
    filed July 13, 2007 and incorporated herein by reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.64

Sale Agreement Assignment dated August 1, 2007 by and
    between Triple Net Properties, LLC and Apartment REIT Bay Point
    Resort, LLC (included as Exhibit 10.3 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.65

Fixed+1 Multifamily Note dated August 1, 2007 by Apartment
    REIT Bay Point Resort, LLC in favor of PNC ARCS LLC (included as
    Exhibit 10.4 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.66

Multifamily Deed of Trust, Assignment of Rents, and Security
    Agreement and Fixture Filing dated August 1, 2007 by
    Apartment REIT Bay Point Resort, LLC to Lawyers
    Title Insurance Corporation for the benefit of PNC ARCS LLC
    (included as Exhibit 10.5 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.67

Unsecured Promissory Note dated August 1, 2007 by NNN
    Apartment REIT Holdings, L.P. in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.6 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.68

Fixed+1 Multifamily Note dated August 1, 2007 by Apartment
    REIT Park at North Gate, LP in favor of PNC ARCS LLC (included
    as Exhibit 10.7 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.69

Multifamily Deed of Trust, Assignment of Rents, and Security
    Agreement and Fixture Filing dated August 1, 2007 by
    Apartment REIT Park at North Gate, LP to Lawyers
    Title Insurance Company for the benefit of PNC ARCS LLC
    (included as Exhibit 10.8 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10
.70

Assumption Agreement dated August 24, 2007 by and among FS
    Towne Crossing, LP, Bowler Holdings, LLC, Fountain Green, LLC,
    Apartment REIT Towne Crossing, LP, and the Federal Home Loan
    Mortgage Corporation acknowledged and consented to by Wendell A.
    Jacobson (included as Exhibit 10.4 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10
.71

Guaranty dated August 28, 2007 by NNN Apartment REIT, Inc.
    for the benefit of Federal Home Loan Mortgage Corporation
    (included as Exhibit 10.7 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10
.72

Assignment of Contract dated August 29, 2007 by Triple Net
    Properties, LLC to Apartment REIT Towne Crossing, LP (included
    as Exhibit 10.3 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10
.73

Unsecured Promissory Note dated August 29, 2007 by NNN
    Apartment REIT Holdings, LP in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.8 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10
.74

Assignment of Contract by Triple Net Properties, LLC to
    Apartment REIT Villas of El Dorado, LLC, dated November 1,
    2007 (included as Exhibit 10.3 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.75

Agreement of Assumption and Modification of Security Instrument
    and Other Loan Documents by and among El Dorado Apartments, LLC;
    Wendell A. Jacobson; Apartment REIT Villas of El Dorado,
    LLC; NNN Apartment REIT, Inc.; and The Bank of New York
    Trust Company, National Association, as Trustee for the
    Registered Holders of Morgan Stanley Capital I Inc., Commercial
    Mortgage Pass-Through Certificates,
    Series 2007-IQ14,
    dated as of November 1, 2007 (included as Exhibit 10.4
    to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.76

Limited Guaranty by NNN Apartment REIT, Inc. in favor of The
    Bank of New York Trust Company, National Association, as
    Trustee for the Registered Holders of Morgan Stanley Capital I
    Inc., Commercial Mortgage Pass-Through Certificates,
    Series 2007-IQ14,
    dated November 1, 2007 (included as Exhibit 10.7 to
    our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.77

Environmental Indemnity Agreement by Apartment REIT Villas of El
    Dorado, LLC and NNN Apartment REIT, Inc. for the benefit of The
    Bank of New York Trust Company, National Association, as
    Trustee for the Registered Holders of Morgan Stanley Capital I
    Inc., Commercial Mortgage Pass-Through Certificates,
    Series 2007-IQ14,
    dated November 1, 2007 (included as Exhibit 10.8 to
    our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.78

Loan Agreement by and between NNN Apartment REIT, Inc. and
    Wachovia Bank, National Association, dated November 1, 2007
    (included as Exhibit 10.9 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.79

Promissory Note by NNN Apartment REIT, Inc. in favor of Wachovia
    Bank, National Association, dated November 1, 2007
    (included as Exhibit 10.10 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.80

Pledge Agreement (Partnership Interests) by and between Wachovia
    Bank, National Association and NNN Apartment REIT Holdings,
    L.P., dated November 1, 2007 (included as
    Exhibit 10.11 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.81

Promissory Note by El Dorado Apartments, LLC in favor of Royal
    Bank of Canada, dated November 29, 2007 (included as
    Exhibit 10.5 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10
.82

Purchase and Sale Agreement by and between Fort Nelson
    Apartments, L.L.C. and Triple Net Properties, LLC, dated
    December 10, 2007 (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.83

Purchase and Sale Agreement by and between The Myrtles at Old
    Towne, L.L.C. and Triple Net Properties, LLC, dated
    December 10, 2007 (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.84

Amendment Letter by and between Triple Net Properties, LLC,
    Fort Nelson Apartments, L.L.C. and The Myrtles at Old
    Towne, L.L.C., dated December 19, 2007 (included as
    Exhibit 10.3 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.85

Sale Agreement Assignment by and between Triple Net, Properties,
    LLC and G&E Apartment REIT The Heights at Old Towne, LLC,
    dated December 21, 2007 (included as Exhibit 10.4 to
    our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.86

Sale Agreement Assignment by and between Triple Net, Properties,
    LLC and G&E Apartment REIT The Myrtles at Old Towne, LLC,
    dated December 21, 2007 (included as Exhibit 10.5 to
    our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.87

Multifamily Note by G&E Apartment REIT The Heights at Old
    Towne, LLC issued to Capmark Bank for Freddie Mac, dated
    December 21, 2007 (included as Exhibit 10.6 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.88

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement, by G&E Apartment REIT The Heights at Old Towne,
    LLC, dated December 21, 2007 (included as Exhibit 10.7
    to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.89

Guaranty by G&E Apartment REIT The Heights at Old Towne,
    LLC for the benefit of Capmark Bank, dated December 21,
    2007 (included as Exhibit 10.8 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.90

Multifamily Note by G&E Apartment REIT The Myrtles at Old
    Towne, LLC issued to Capmark Bank for Freddie Mac, dated
    December 21, 2007 (included as Exhibit 10.9 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.91

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement, by G&E Apartment REIT The Myrtles at Old Towne,
    LLC, dated December 21, 2007 (included as
    Exhibit 10.10 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.92

Guaranty by G&E Apartment REIT The Myrtles at Old Towne,
    LLC for the benefit of Capmark Bank, dated December 21,
    2007 (included as Exhibit 10.11 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.93

First Amendment to and Waiver of Loan Agreement between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, dated December 21, 2007 (included as
    Exhibit 10.12 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.94

First Amended and Restated Pledge Agreement by and between
    Wachovia Bank, N.A. and Grubb and Ellis Apartment REIT Holdings,
    L.P., dated December 21, 2007 (included as
    Exhibit 10.13 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.95

Unsecured Promissory Note issued by Grubb and Ellis Apartment
    REIT Holdings, L.P. in favor of NNN Realty Advisors, Inc., dated
    December 21, 2007 (included as Exhibit 10.14 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10
.96

Contract of Sale by and between Cedar Park Multifamily, Ltd. and
    Triple Net Properties, LLC, dated January 8, 2008 (included
    as Exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.97

Amendment to Contract of Sale by and between Cedar Park
    Multifamily, Ltd. and Triple Net Properties, LLC, dated
    February 26, 2008 (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.98

Second Amendment to Contract of Sale by and between Cedar Park
    Multifamily, Ltd. and Grubb & Ellis Realty Investors,
    LLC, dated March 7, 2008 (included as Exhibit 10.3 to
    our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.99

Third Amendment to Contract of Sale by and between Cedar Park
    Multifamily, Ltd. and Grubb & Ellis Realty Investors,
    LLC, dated March 27, 2008 (included as Exhibit 10.4 to
    our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.100

Sale Agreement Assignment by and between Grubb & Ellis
    Realty Investors, LLC and G&E Apartment REIT Arboleda, LLC,
    dated March 27, 2008 (included as Exhibit 10.5 to our
    Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.101

Fixed+1 Multifamily Note by G&E Apartment REIT Arboleda,
    LLC in favor of PNC ARCS, LLC, dated March 31, 2008
    (included as Exhibit 10.6 to our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.102

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing by G&E Apartment REIT
    Arboleda, LLC for the benefit of PNC ARCS, LLC, dated
    March 31, 2008 (included as Exhibit 10.7 to our
    Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.103

Second Amendment to and Waiver of Loan Agreement by and between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, dated March 31, 2008 (included as
    Exhibit 10.8 to our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.104

Amended and Restated Promissory Note by Grubb & Ellis
    Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association, dated March 31, 2008 (included as
    Exhibit 10.9 to our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.105

Second Amended and Restated Pledge Agreement (Membership and
    Partnership Interests) by and between Wachovia Bank, National
    Association and Grubb & Ellis Apartment REIT Holdings,
    L.P., dated March 31, 2008 (included as Exhibit 10.10
    to our Current Report on
    Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.106

Purchase and Sale Agreement by and between Atlanta Creekside
    Gardens Associates, LLC and Grubb & Ellis Realty
    Investors, LLC, dated June 12, 2008 (included as
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.107

First Amendment to Purchase and Sale Agreement by and between
    Atlanta Creekside Gardens Associates, LLC and Grubb &
    Ellis Realty Investors, LLC, dated June 18, 2008 (included
    as Exhibit 10.2 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.108

Purchase and Sale Agreement by and between AMLI at Peachtree
    City-Phase I, LLC, AMLI at Peachtree City-Phase II, LLC and
    Grubb and Ellis Realty Investors, LLC, dated June 23, 2008
    (included as Exhibit 10.4 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.109

Purchase and Sale Agreement Assignment by and between
    Grubb & Ellis Realty Investors, LLC and G&E
    Apartment REIT Creekside Crossing, LLC, dated June 26, 2008
    (included as Exhibit 10.3 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.110

Multifamily Note by G&E Apartment REIT Creekside Crossing,
    LLC to the order of Capmark Bank for Freddie Mac, dated
    June 26, 2008 (included as Exhibit 10.6 to our Current
    Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.111

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement by G&E Apartment REIT Creekside Crossing, LLC and
    Capmark Bank, dated June 26, 2008 (included as
    Exhibit 10.7 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.112

Guaranty by Grubb & Ellis Apartment REIT, Inc. for the
    benefit of Capmark Bank, dated June 26, 2008 (included as
    Exhibit 10.8 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.113

Multifamily Note by G&E Apartment REIT Kedron Village, LLC
    to the order of Capmark Bank for Freddie Mac, dated
    June 26, 2008 (included as Exhibit 10.9 to our Current
    Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.114

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement by G&E Apartment REIT Kedron Village, LLC and
    Capmark Bank, dated June 26, 2008 (included as
    Exhibit 10.10 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.115

Guaranty by Grubb & Ellis Apartment REIT, Inc. for the
    benefit of Capmark Bank, dated June 26, 2008 (included as
    Exhibit 10.11 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.116

Third Amendment to and Waiver of Loan Agreement between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, dated June 26, 2008 (included as
    Exhibit 10.12 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.117

Third Amended and Restated Pledge Agreement by and between
    Wachovia Bank, National Association and Grubb and Ellis
    Apartment REIT Holdings, L.P., dated June 26, 2008
    (included as Exhibit 10.13 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.118

Assignment and Assumption of Real Estate Purchase Agreement by
    and between Grubb & Ellis Realty Investors, LLC and
    G&E Apartment REIT Kedron Village, LLC, dated June 27,
    2008 (included as Exhibit 10.5 to our Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.119

Unsecured Promissory Note by Grubb & Ellis Apartment
    REIT Holdings, LP in favor of NNN Realty Advisors, Inc., dated
    June 27, 2008 (included as Exhibit 10.14 to our
    Current Report on
    Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.120

Real Estate Purchase and Sale Agreement by and between
    Apartments at Canyon Ridge, LLC and Grubb & Ellis
    Realty Investors, LLC, dated July 10, 2008 (included as
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.121

First Amendment to Real Estate Purchase and Sale Agreement by
    and between Apartments at Canyon Ridge, LLC and
    Grubb & Ellis Realty Investors, LLC, dated
    August 15, 2008 (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.122

Assignment and Assumption of Real Estate Purchase and Sale
    Agreement by and between Grubb & Ellis Realty
    Investors, LLC and G&E Apartment REIT Canyon Ridge, LLC,
    dated September 15, 2008 (included as Exhibit 10.3 to
    our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.123

Multifamily Note by G&E Apartment REIT Canyon Ridge, LLC to
    the order of Capmark Bank, dated September 15, 2008
    (included as Exhibit 10.4 to our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.124

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement by G&E Apartment REIT Canyon Ridge, LLC for the
    benefit of Capmark Bank, dated September 15, 2008 (included
    as Exhibit 10.5 to our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.125

Guaranty by Grubb & Ellis Apartment REIT, Inc. for the
    benefit of Capmark Bank, dated September 15, 2008 (included
    as Exhibit 10.6 to our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.126

Fourth Amendment to and Waiver of Loan Agreement between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, dated September 15, 2008 (included as
    Exhibit 10.7 to our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)




---



##### Table of Contents



ExhibitNumber

Exhibit10
.127

Fourth Amended and Restated Pledge Agreement by and between
    Wachovia Bank, National Association and Grubb and Ellis
    Apartment REIT Holdings, L.P., dated September 15, 2008
    (included as Exhibit 10.8 to our Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.128

Unsecured Promissory Note by Grubb & Ellis Apartment
    REIT Holdings, LP in favor of NNN Realty Advisors, Inc., dated
    September 15, 2008 (included as Exhibit 10.9 to our
    Current Report on
    Form 8-K
    filed September 19, 2008 and incorporated herein by
    reference)10
.129

Assignment and Assumption of Real Estate Purchase and Sale
    Agreement by and between Grubb & Ellis Realty
    Investors, LLC and G&E Apartment REIT Canyon Ridge, LLC,
    dated September 15, 2008 (included as Exhibit 10.3 to
    our Current Report on
    Form 8-K/A
    filed September 25, 2008 and incorporated herein by
    reference)21
.1*

Subsidiaries of Grubb & Ellis Apartment REIT, Inc.23
.1**

Consent of Venable LLP (included in Exhibit 5.1)23
.2**

Consent of Morris, Manning & Martin, LLP (included in
    Exhibit 8.1)23
.3*

Consent of Deloitte & Touche LLP23
.4*

Consent of KMJ Corbin & Company LLP24
.1*

Power of Attorney (included on Signature Page)     *
    
    Filed herewith.  **
    
    To be filed by amendment.