##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from 
    to   Commission File Number:
    000-52612
  APARTMENT TRUST OF
    AMERICA, INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland

20-3975609(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   4901 Dickens Road, Suite 101, Richmond, Virginia

23230(Address of principal executive offices)

(Zip Code)   Registrants telephone number,
    including area code:
    (804) 237-1335
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

Name of each exchange on which
    registeredNone

None   Securities registered pursuant to
    Section 12(g)of the Act:
 Common Stock, par value $0.01
    per share (Title of class)
  Indicate by check mark if the registrant is a well-known
    seasoned issuer, as defined in Rule 405 of the Securities
    Act.

Yes o     No þ   Indicate by check mark if the registrant is not required to file
    reports pursuant to Section 13 or Section 15(d) of the
    Act.

Yes o     No þ   Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Sections 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding
    12 months (or for such shorter period that the registrant
    was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

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

Yes o     No o   Indicate by check mark if disclosure of delinquent filers
    pursuant to Item 405 of
    Regulation S-K
    (§ 229.405 of this chapter) is not contained herein,
    and will not be contained, to the best of registrants
    knowledge, in definitive proxy or information statements
    incorporated by reference inPart III of this
    Form 10-K
    or any amendment to this
    Form 10-K.

þ   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   Indicate
    by check mark whether the registrant is a shell company (as
    defined in
    Rule 12b-2
    of the Exchange Act).
    Yes o     No þ  Form S-11.
    DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



Apartment
    Trust of America, Inc.
    (A Maryland Corporation)
    TABLE OF CONTENTS
   
 PagePART IItem 1.

Business


3Item 1A.

Risk Factors


19Item 1B.

Unresolved Staff Comments


44Item 2.

Properties


44Item 3.

Legal Proceedings


45Item 4.

(Removed and Reserved)


46PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


47Item 6.

Selected Financial Data


51Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


52Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


74Item 8.

Financial Statements and Supplementary Data


75Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


75Item 9A.

Controls and Procedures


75Item 9B.

Other Information


77PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


77Item 11.

Executive Compensation


77Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


77Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


77Item 14.

Principal Accounting Fees and Services


77PART IVItem 15.

Exhibits, Financial Statement Schedules


78SIGNATURES


124EX-21.1EX-31.1EX-32.1   2




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PART I  Item 1.
    Business.  The use of the words we, us,
    our company, or our refers to Apartment
    Trust of America, Inc. and its subsidiaries, including Apartment
    Trust of America Holdings, LP, except where the context
    otherwise requires.
  Our
    Company
        no-objections
   3




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day-to-day
    day-to-day
  Key
    Developments During 2010 and 2011
  
    Effective March 17, 2010, Gustav G. Remppies was promoted
    to serve as our President, having previously served as our
    Executive Vice President and Chief Investment Officer from
    December 2005 to March 2010. Concurrent with
    Mr. Remppies appointment, Stanley J.
    Olander, Jr. resigned from his 4




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position as our President. Mr. Olander currently serves as
    our Chief Executive Officer, Chief Financial Officer and
    chairman of our board of directors, as noted below.  
    On March 24, 2010, we purchased Bella Ruscello Luxury
    Apartment Homes, or the Bella Ruscello property, located in
    Duncanville, Texas, for a purchase price of $17,400,000, plus
    closing costs, from an unaffiliated party.
    On August 11, 2010, we amended the consolidated unsecured
    promissory note, or the Amended Consolidated Promissory Note,
    payable to NNN Realty Advisors, Inc., or NNN Realty Advisors,
    which is a wholly-owned subsidiary of Grubb & Ellis
    Company. The Amended Consolidated Promissory Note decreased the
    principal amount outstanding to $7,750,000 due to our pay down
    of the principal balance, extended the maturity date from
    January 1, 2011 to July 17, 2012 and fixed the
    interest rate at 4.50% per annum and the default interest rate
    at 6.50% per annum. The principal outstanding balance of the
    Amended Consolidated Promissory Note at December 31, 2010
    was $7,750,000.
    On September 30, 2010, we acquired from an unaffiliated
    party Mission Rock Ridge Apartments, or the Mission Rock Ridge
    property, located in Arlington, Texas, for a purchase price of
    $19,857,000, plus closing costs.
    Effective October 22, 2010, Andrea Biller resigned from her
    position as our Secretary. As noted above, Mr. Remppies now
    serves as our Secretary. Ms. Biller continues to serve as a
    director.
    On November 1, 2010, we received written notice from our
    Former Advisor that it had elected to terminate the
    Grubb & Ellis Advisory Agreement. Pursuant to the
    Grubb & Ellis Advisory Agreement, either party was
    permitted to terminate the agreement upon 60 days
    written notice without cause or penalty. Therefore, the
    Grubb & Ellis Advisory Agreement terminated on
    December 31, 2010. As a result, Grubb & Ellis
    Company is no longer our sponsor.
    On November 1, 2010, we received written notice from
    Grubb & Ellis Securities that it had elected to
    terminate the dealer manager agreement between our company and
    Grubb & Ellis Securities. Pursuant to the dealer
    manager agreement, either party was permitted to terminate the
    agreement upon 60 days written notice. Therefore, the
    dealer manager agreement terminated on December 31, 2010
    and Grubb & Ellis Securities no longer serves as our
    dealer manager. We currently do not have a dealer manager, and
    as of December 31, 2010, we suspended the primary portion
    of our follow-on public offering.
    Effective November 1, 2010, Shannon K S Johnson resigned
    from her position as our Chief Financial Officer. As noted
    below, Mr. Olander currently serves as our Chief Financial
    Officer, in addition to his other positions with our company.
    Effective November 2, 2010, Stanley J. Olander, Jr.
    resigned from his position as chief executive officer and
    president of our Former Advisor, and as executive vice
    president, multifamily division, of Grubb & Ellis
    Company.
    Effective November 3, 2010, our board of directors elected
    Stanley J. Olander, Jr. to serve as our Chief Financial
    Officer, filling the vacancy that was created by
    Ms. Johnsons resignation. As noted above,
    Mr. Olander also serves as our Chief Executive Officer and
    Chairman of our board of directors. Our board of directors also
    elected Gustav G. Remppies to serve as our Secretary, replacing
    Ms. Biller.
    On November 3, 2010, we received written notice from
    Grubb & Ellis Equity Advisors, Transfer Agent, LLC, or
    Grubb & Ellis Transfer Agent, that it had elected to
    terminate our February 1, 2010 agreement for transfer agent
    and investor services. The agreement requires Grubb &
    Ellis Transfer Agent to provide us with a 180 day advance
    written notice for any termination. In January 2011, we engaged
    DST Systems, Inc. to act as our transfer agent, and all transfer
    agent and investor services have been transferred to DST
    Systems, Inc.
    On November 5, 2010, we, through MR Property Management
    LLC, or MR Property Management, which is a wholly-owned taxable
    REIT subsidiary, or TRS, of our operating partnership, completed
    the 5




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acquisition of substantially all of the assets and certain
    liabilities of Mission Residential Management, LLC, or Mission
    Residential Management, including the in-place workforce of
    approximately 300 employees. In connection with the
    closing, we assumed 41 property management agreements containing
    12,000 units, including the Mission Rock Ridge property
    that we acquired on September 30, 2010. We paid total
    consideration of $5,513,000 of cash plus the assumption of
    certain liabilities and other payments totaling approximately
    $1,500,000, subject to post closing adjustments. As of
    January 1, 2011, we have successfully transferred all
    property management functions to our subsidiary, MR Property
    Management.  
    As of December 31, 2010, we had received and accepted
    subscriptions in our follow-on offering for
    2,992,777 shares of our common stock, or $29,885,000,
    excluding shares of our common stock issued pursuant to the
    DRIP. We have suspended the primary portion of our follow-on
    offering, and we cannot give assurance that we will offer shares
    of our common stock to the public in the future.
    On December 29, 2010, we filed an amendment to our charter
    to change our corporate name from Grubb & Ellis
    Apartment REIT, Inc. to Apartment Trust of America, Inc.
    On December 30, 2010, our operating partnership filed a
    certificate of amendment of its certificate of limited
    partnership with the Commonwealth of Virginia State Corporation
    Commission to change the name of the operating partnership from
    Grubb & Ellis Apartment REIT Holdings, LP to Apartment
    Trust of America Holdings, LP. The filing was effective on
    December 31, 2010.
    On February 2, 2011, NNN Realty Advisors sold the Amended
    Consolidated Promissory Note to G & E Apartment
    Lender, LLC, a party unaffiliated with us, for a purchase price
    of $6,200,000. The material terms of the Amended Consolidated
    Promissory Note did not change upon the sale of the note. The
    principal outstanding balance of the Amended Consolidated
    Promissory Note at February 2, 2011 remained $7,750,000.
    On February 24, 2011, our board of directors adopted the
    Amended and Restated DRIP, to be effective as of March 11,
    2011. The purchase price for shares under the Amended and
    Restated DRIP will be $9.50 per share until such time as our
    board of directors determines a reasonable estimate of the value
    of shares of our common stock.
    On February 24, 2011, our board of directors authorized us
    to engage the investment banking firm of Robert A.
    Stanger & Co., Inc. to advise our management regarding
    available strategic alternatives for our company. On
    February 24, 2011, our board of directors elected Glenn W.
    Bunting, Jr. as our lead independent director.
    On February 24, 2011, our board of directors determined
    that it is in the best interest of our company and its
    stockholders to preserve our companys cash, and terminated
    our companys share repurchase plan. Accordingly, pending
    share repurchase requests will not be fulfilled.
    On February 25, 2011, we entered into a new advisory
    agreement among us, our operating partnership and ROC REIT
    Advisors. 6




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Our
    Structure
    
 7




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Principal
    Offices
  (804) 237-1335. e-mail investor-relations@atareit.com www.sec.gov
  Investment
    Objectives
    
    stable cash flows available for distributions 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 other 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.      Business
    Strategy
   8




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Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
  and/or
    Leveraging
    the Experience of Our Management
      Investment
    Strategy
         9




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Acquisition
    Standards
  and/or
  lease-up lease-up lease-up lease-up
       10




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
    We seek to purchase apartment communities at favorable prices
    and obtain immediate income from tenant rents, with the
    potential for appreciation in value over time.
    We seek to preserve capital through selective acquisitions and
    professional management, whereby we intend to increase rental
    rates, maintain high 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 apartment properties 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;
    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 of the property and acquisition under applicable
    federal, state and local tax and other laws and regulations.         11




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
    changes in general to national, regional or local economic
    conditions;
    changes in supply of or demand for similar competing properties
    in a geographic 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 of rental housing in the
    geographic market area.    Real
    Estate Investments
           12




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Joint
    Ventures
      
    there are no duplicate property management or other fees;
    the investment in 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 interest in the
    property.      Real
    Estate-Related Investments
    Making
    Loans and Investments in Mortgages
        Investments
    in Securities
   13




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non-U.S. dollar
    Operating
    Strategy
    
    aggressively leasing available space through targeted marketing;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    financing acquisitions and refinancing properties when favorable
    terms are available to increase cash flow.  Disposition
    Strategy
         14




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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.    Borrowing
    Policies
      non-cash
 15




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Board
    Review of Our Investment Policies
      Tax
    Status
     16




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Distribution
    Policy
            Competition
       17




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Government
    Regulations
    Costs of Compliance with the Americans with Disabilities
    Act.
  Costs of Government Environmental Regulation and Private
    Litigation.
  Other Federal, State and Local
    Regulations.
  Geographic
    Concentration
    Employees
  day-to-day
 18




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Financial
    Information About Industry Segments
  Segment Reporting,
  Item 1A.
    Risk
    Factors.  Investment
    Risks
  There
    is no public market for the shares of our common stock sold in
    our offerings. Therefore, it will be difficult for our
    stockholders to sell their shares of our common stock and, if
    they are able to sell their shares of our common stock, they
    will likely sell them at a substantial discount.
        We
    have experienced losses in the past and we may experience
    additional losses in the future.
  start-up
 19




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We
    have paid distributions from sources other than our cash flows
    from operations, including from the net proceeds from our
    offerings, and from borrowed funds. We may continue to pay
    distributions 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 our stockholders investments.
      We
    have a limited operating history. Therefore, our stockholders
    may not be able to adequately evaluate our ability to achieve
    our investment objectives.
    
    identify and acquire investments that further our investment
    strategy;
    attract, integrate, motivate and retain qualified personnel to
    manage our
    day-to-day
    operations;
    respond to competition both for investment opportunities and
    potential investors investment in us; and
    build and expand our operational structure to support our
    business.   20




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If we
    raise proceeds substantially less than the maximum offering
    amount in our follow-on offering, we will 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.
    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 distributions to
    our stockholders.
       21




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Our
    success is dependent on the performance of our
    advisor.
  day-to-day and/or
  Our
    board of directors may change our investment objectives without
    seeking our stockholders approval.
    The
    commercial mortgage-backed securities in which we may invest are
    subject to several types of risks.
   22




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The
    mezzanine loans in which we may invest would involve greater
    risks of loss than senior loans secured by income-producing real
    properties.
  loan-to-value
  Risks
    Related to Our Business
  The
    downturn in the credit markets may increase the cost of
    borrowing and may make it difficult for us to obtain financing,
    which may have a material adverse effect on our operations,
    liquidity and/or financial condition.
    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.
    Adverse
    economic and business conditions may significantly and
    negatively affect our cash flows, profitability and financial
    condition.
   23




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
    Valuations The ongoing market volatility may
    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 values of, and
    cash flows from, the properties we own are affected by
    developments in global, national and local economies. As a
    result of the recent severe recession and the significant
    government interventions, federal, state and local governments
    have incurred record deficits and assumed or guaranteed
    liabilities of private financial institutions and other private
    entities. These increased budget deficits and the weakened
    financial condition of federal, state and local governments may
    lead to reduced governmental spending, tax increases, public
    sector job losses, increased interest rates or other adverse
    economic events, which may directly or indirectly adversely
    affect our business, financial condition and results of
    operations.  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.
  one-for-one
  Our
    advisor may terminate our Advisory Agreement, which may require
    us to find a new advisor.
  day-to-day
 24




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As we
    transition to self-management, our success is increasingly
    dependent on the performance of our board of directors and our
    chairman of the board and chief executive officer.
  day-to-day
  As we
    internalize our management functions, we may incur significant
    costs associated with being
    self-managed.
      and/or
  Our
    operating partnership has been named as a defendant in a
    complaint seeking an injunction to prevent the acquisition of
    the eight DST properties that we have contracted to
    acquire.
   25




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No. 2010-17876)
  90-day
    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.
    Risks
    Related to Conflicts of Interest
    Our
    officers 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.
   26




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Our
    advisor faces conflicts of interest relating to the incentive
    fee structure under our Advisory Agreement, which could result
    in actions that are not necessarily in the long-term best
    interests of our stockholders.
    The
    absence of arms length bargaining may mean that our
    Advisory Agreement may not be as favorable to our stockholders
    as it otherwise could have been.
    Risks
    Related to Our Organizational Structure
  Several
    potential events could cause our stockholders investment
    in us to be diluted, which may reduce the overall value of their
    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 or in
    exchange for assets;
    issuances of shares of our common stock to our advisor in
    connection with the asset management fee;
    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.   27




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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 our
    stockholders 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, our stockholders
    experienced an immediate dilution of $1.00 per
    share.
    Our
    stockholders ability to control our operations is severely
    limited.
    
    the election or removal of directors; 28




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
    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. 29




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Limitations
    on share ownership and transfer may deter a sale of our common
    stock in which our stockholders could profit.
    Maryland
    takeover statutes may deter others from seeking to acquire us
    and prevent our stockholders from making a profit in such
    transaction.
    The
    MGCL and our organizational documents limit our
    stockholders right to bring claims against our officers
    and directors.
    Our
    stockholders investment return may be reduced if we are
    required to register as an investment company under the
    Investment Company Act.
    
    pursuant to Section 3(a)(1)(A), it is, or holds itself out
    as being, engaged primarily, or proposes to engage primarily, in
    the business of investing, reinvesting or trading in
    securities; or
    pursuant to Section 3(a)(1)(C), it is engaged, or proposes
    to engage, in the business of investing, reinvesting, owning,
    holding or trading in securities and owns or proposes to acquire
    investment securities having a value exceeding 40%
    of the value of its total assets on an unconsolidated basis (the 30




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40% test). Investment securities excludes
    U.S. Government securities and securities of majority-owned
    subsidiaries that are not themselves investment companies and
    are not relying on the exception from the definition of
    investment company under Section 3(c)(1) or
    Section 3(c)(7) of the Investment Company Act.    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates;
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly change our operations; and
    potentially, compliance with daily valuation requirements.      Risks
    Related to Investments in Real Estate
  Our
    results of operations, our ability to pay distributions to our
    stockholders 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; 31




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
    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
    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 our stockholders.
    Short-term
    apartment leases expose us to the effects of declining market
    rent, which could adversely impact our ability to pay cash
    distributions to our stockholders.
    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 our stockholders 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 or local
    economic downturns that could adversely impact our operations or
    our ability to recover our investment in one or more
    properties.
   32




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##### Table of Contents



We may
    be unable to secure funds for future capital improvements, which
    could adversely impact our ability to pay cash distributions to
    our stockholders.
    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 our stockholders
    returns.
   33




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##### Table of Contents



Dramatic
    increases in our insurance rates could adversely affect our cash
    flows and our ability to pay future distributions to our
    stockholders.
    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 our
    stockholders.
    Our
    stockholders 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.
   34




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##### Table of Contents



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 our
    stockholders.
    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 our stockholders.
    
    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 our stockholders.  Costs
    required to become compliant with the Americans with
    Disabilities Act at our properties may affect our ability to pay
    distributions to our stockholders.
    Our
    real properties are subject to property taxes that may increase
    in the future, which could adversely affect our cash
    flows.
   35




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##### Table of Contents



Joint
    ownership of an investment in real estate may involve risks not
    associated with direct ownership of real estate.
    
    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 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 our stockholders
    investment.
   36




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##### Table of Contents



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 our stockholders.
    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.
   37




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##### Table of Contents



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 our stockholders.
    Interest-only
    indebtedness may increase our risk of default and ultimately may
    reduce our funds available for distribution to our
    stockholders.
    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
    our stockholders.
   38




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##### Table of Contents



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.
    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 our stockholders.
   39




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##### Table of Contents



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 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 our
    stockholders.
  i.e.
  i.e.
 40




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##### Table of Contents



Our
    stockholders may have a current tax liability on distributions
    they 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.
     41




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##### Table of Contents



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 our stockholders.
    Distributions
    to tax-exempt stockholders may be classified as
    UBTI.
    
    part of the income and gain recognized by certain qualified
    employee pension trusts with respect to our common stock may be
    treated as UBTI if (1) the shares of our common stock are
    predominately held by qualified employee pension trusts,
    (2) we only qualify as a REIT because of a special
    look-through exception to the requirement that no more than
    50.0% of our common stock is owned by five or fewer
    stockholders, and (3) we are not operated in a manner to
    avoid treatment of such income or gain as UBTI;
    part of the income and gain recognized by a tax exempt
    stockholder with respect to the shares of our common stock would
    constitute UBTI 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 Code may be treated as UBTI.  Complying
    with the REIT requirements may cause us to forego otherwise
    attractive opportunities.
   42




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##### Table of Contents



Foreign
    purchasers of shares of our common stock may be subject to
    FIRPTA tax upon the sale of their shares of our common
    stock.
    Foreign
    stockholders may be subject to FIRPTA tax upon the payment of a
    capital gains dividend.
    Employee
    Benefit Plan, IRA and Other Tax-Exempt Investor Risks
    If our
    stockholders fail to meet the fiduciary and other standards
    under ERISA or the Code as a result of an investment in shares
    of our common stock, our stockholders could be subject to
    criminal and civil penalties.
    
    whether their investment is consistent with the applicable
    provisions of ERISA and the Code, or any other applicable
    governing authority in the case of a government or church plan;
    whether their investment is made in accordance with the
    documents and instruments governing their Benefit Plan or IRA,
    including the investment policy of the Benefit Plan or IRA;
    whether their investment satisfies the prudence and
    diversification requirements of Sections 404(a)(1)(B) and
    404(a)(1)(C) of ERISA, if applicable;
    whether their investment will impair the liquidity of the
    Benefit Plan or IRA considering the minimum and other
    distribution requirements under the Code and the liquidity needs
    of such Benefit Plan or IRA, after taking such investment into
    account; 43




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##### Table of Contents




    whether their investment will constitute a prohibited
    transaction under Section 406 of ERISA or Section 4975
    of the Code, if applicable;
    whether their investment will produce unrelated business taxable
    income as defined in Sections 511 through 514 of the Code,
    to the Benefit Plan or IRA; and
    their need to value the assets of the Benefit Plan or IRA
    annually or more frequently in accordance with ERISA and the
    Code.    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.     44




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##### Table of Contents



% of Total





Annual RentProperty

# of


Ownership


Date


Purchase


Annual


Annual


Physical


Per LeasedProperty

Location

Units


Percentage


Acquired


Price


Rent(1)


Rent(1)


Occupancy(2)


Unit(3)Consolidated Properties:Walker Ranch Apartment Homes

San Antonio, TX


325



100
%


10/31/06


$
30,750,000


$
3,471,000



9.1
%


97.5
%

$
10,950Hidden Lake Apartment Homes

San Antonio, TX


380



100
%


12/28/06



32,030,000



3,484,000



9.2



97.1



9,443Park at Northgate

Spring, TX


248



100
%


06/12/07



16,600,000



2,310,000



6.1



96.4



9,664Residences at Braemar

Charlotte, NC


160



100
%


06/29/07



15,000,000



1,318,000



3.5



91.3



9,026Baypoint Resort

Corpus Christi, TX


350



100
%


08/02/07



33,250,000



3,526,000



9.3



93.4



10,782Towne Crossing Apartments

Mansfield, TX


268



100
%


08/29/07



21,600,000



2,411,000



6.3



96.3



9,343Villas of El Dorado

McKinney, TX


248



100
%


11/02/07



18,000,000



1,873,000



4.9



94.8



7,971The Heights at Olde Towne

Portsmouth, VA


148



100
%


12/21/07



17,000,000



1,652,000



4.3



89.9



12,422The Myrtles at Olde Towne

Portsmouth, VA


246



100
%


12/21/07



36,000,000



2,990,000



7.9



90.7



13,410Arboleda Apartments

Cedar Park, TX


312



100
%


03/31/08



29,250,000



2,397,000



6.3



94.6



8,127Creekside Crossing

Lithonia, GA


280



100
%


06/26/08



25,400,000



2,478,000



6.5



91.4



9,679Kedron Village

Peachtree City, GA


216



100
%


06/27/08



29,600,000



2,591,000



6.8



94.0



12,762Canyon Ridge Apartments

Hermitage, TN


350



100
%


09/15/08



36,050,000



3,133,000



8.2



92.6



9,670Bella Ruscello Luxury Apartment Homes

Duncanville, TX


216



100
%


03/24/10



17,400,000



2,189,000



5.7



97.2



10,426Mission Rock Ridge Apartments

Arlington, TX


226



100
%


09/30/10



19,857,000



2,257,000



5.9



96.9



10,308Total/Weighted Average




3,973










$
377,787,000


$
38,080,000



100
%


94.5
%

$
10,144     (1)
    
    Annual rent is based on contractual base rent from leases in
    effect as of December 31, 2010.(2)
    
    Physical occupancy as of December 31, 2010.(3)
    
    Average effective annual rent per leased unit as of
    December 31, 2010.      
    we believe all of our properties are adequately covered by
    insurance and are suitable for their intended purposes;
    we have no plans for any material renovations, improvements or
    development with respect to any of our properties, except in
    accordance with planned budgets; and
    our properties are located in markets where we are subject to
    competition for attracting new tenants and retaining current
    tenants.  Indebtedness
  Form 10-K.
  Item 3.
    Legal
    Proceedings.   45




---



##### Table of Contents



No. 2010-17876),
  90-day
    Item 4.
    (Removed
    and Reserved). 46




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    Form 10-K; Form 10-K
  Stockholders
    Distributions
     47




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of Securities





Number ofto be Issued upon


Weighted Average


SecuritiesExercise of


Exercise Price of


RemainingOutstanding Options,


Outstanding Options,


Available forPlan Category

Warrants and Rights


Warrants and Rights


Future IssuanceEquity compensation plans approved by security holders(1)










1,985,800Equity compensation plans not approved by security holders










Total










1,985,800     (1)
    
    On July 19, 2006, we granted an aggregate of
    4,000 shares of restricted common stock, as defined in our
    2006 Plan, to our independent directors in connection with their
    initial election, of which 20.0% vested on the grant date and
    20.0% will vest on each of the first four anniversaries of the
    date of the grant. On each of June 12, 2007, June 25,
    2008, June 23, 2009 and June 22, 2010, in connection
    with their re-election, we granted an aggregate of
    3,000 shares of restricted common stock to our independent
    directors under our 2006 Plan, which will vest over the same
    period described above. On September 24, 2009, in
    connection with the resignation of one independent director, W.
    Brand Inlow, and the concurrent election of a new independent
    director, Richard S. Johnson, we granted 1,000 shares of
    restricted common stock to Mr. Johnson under our 2006 Plan,
    which will vest over the same period described above. In
    addition, 800 shares and 2,000 shares of restricted
    common stock were forfeited in November 2006 and September 2009,
    respectively. Such outstanding shares of restricted common stock
    are not shown in the chart above as they are deemed outstanding
    shares of our common stock; however, such grants reduce the
    number of securities remaining available for future issuance.  Use of
    Public Offering Proceeds
  Initial
    Offering
  Form S-11 No. 333-130945)
   48




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##### Table of Contents



Follow-on
    Offering
          acquisition-related
 49




---



##### Table of Contents



Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers
      (d)Maximum Approximate(c)

Dollar ValueTotal Number of Shares

of Shares that May(a)

(b)

Purchased As Part of

Yet Be PurchasedTotal Number of

Average Price

Publicly Announced

Under thePeriod

Shares Purchased

Paid per Share

Plan or Program(1)

Plans or ProgramsOctober 1, 2010 to
    October 31, 2010


74,464


$
10.00



74,464


$
November 1, 2010 to November 30, 2010





$







$
December 1, 2010 to December 31, 2010





$







$
     (1)
    
    As of December 31, 2010, our company had repurchased a
    total of 592,692 shares pursuant to its share repurchase
    plan.   50




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Form 10-K.
  December 31,

January 10, 2006Selected Financial Data

2010

2009

2008

2007

2006

(Date of Inception)BALANCE SHEET DATA:Total assets

$
368,534,000


$
338,303,000


$
344,685,000


$
228,814,000


$
67,214,000


$
201,000Mortgage loan payables, net

$
244,072,000


$
217,434,000


$
217,713,000


$
139,318,000


$
19,218,000


$
Unsecured note payables to affiliate

$
7,750,000


$
9,100,000


$
9,100,000


$
7,600,000


$
10,000,000


$
Total equity

$
106,158,000


$
104,769,000


$
106,705,000


$
66,057,000


$
14,248,000


$
201,000   Period fromJanuary 10, 2006(Date of Inception)throughYears Ended December 31,

December 31,2010

2009

2008

2007

2006STATEMENT OF OPERATIONS DATA:Total revenues

$
42,121,000


$
37,465,000


$
31,878,000


$
12,705,000


$
659,000Loss from continuing operations

$
(10,765,000
)

$
(5,719,000
)

$
(12,827,000
)

$
(5,579,000
)

$
(523,000)Net loss attributable to company stockholders

$
(10,765,000
)

$
(5,719,000
)

$
(12,826,000
)

$
(5,579,000
)

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

$
(0.59
)

$
(0.35
)

$
(1.04
)

$
(1.10
)

$
(1.99)Net loss attributable to company stockholders

$
(0.59
)

$
(0.35
)

$
(1.04
)

$
(1.10
)

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

$
3,698,000


$
5,718,000


$
1,567,000


$
2,195,000


$
301,000Cash flows used in investing activities

$
(44,580,000
)

$
(1,824,000
)

$
(126,638,000
)

$
(126,965,000
)

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

$
37,261,000


$
337,000


$
126,041,000


$
125,010,000


$
65,144,000OTHER DATA:Distributions declared

$
11,034,000


$
9,999,000


$
8,633,000


$
3,519,000


$
145,000Distributions declared per common share

$
0.60


$
0.62


$
0.70


$
0.68


$
0.14Funds from operations(2)

$
2,096,000


$
6,135,000


$
(1,106,000
)

$
(194,000
)

$
(234,000)Net operating income(3)

$
20,727,000


$
19,343,000


$
15,832,000


$
6,482,000


$
393,000     (1)
    
    Net loss per common 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.(2)
    
    For additional information on FFO, see Item 7.
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Funds from Operations and
    Modified Funds from Operations, which includes a reconciliation
    of our GAAP net loss to FFO for the years ended
    December 31, 2010, 2009 and 2008.(3)
    
    For additional information on net operating income, see
    Item 7. Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Net
    Operating Income, which includes a reconciliation of our GAAP
    net loss to net operating income for the years ended
    December 31, 2010, 2009 and 2008. 51




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The use of the words we, us,
    our company, or our refers to Apartment
    Trust of America, Inc. and its subsidiaries, including Apartment
    Trust of America Holdings, LP, except where the context
    otherwise requires.
  Form 10-K.
  Forward-Looking
    Statements
  10-K
  Overview
    and Background
     52




---



##### Table of Contents



day-to-day
   53




---



##### Table of Contents



day-to-day Form 10-K,
    Form 10-K,
  sub-management
 54




---



##### Table of Contents




    an asset management agreement pursuant to which we assumed the
    asset management and investor relations responsibilities for all
    of the aforementioned properties; and
    a termination fee agreement pursuant to which the lessees of the
    managed properties under the master lease structures and certain
    other affiliates of Mission Residential Management agreed to pay
    us termination fees if any of the property management agreements
    we assumed or
    sub-management
    agreements we entered into is terminated by the lessee of the
    property under its master lease structure other than for cause,
    is not extended by the lessee or is terminated by the manager
    without good reason. The termination fee provisions will survive
    for five years after the closing. The termination fee will not
    be payable if a property management agreement is terminated as a
    result of our acquisition of the managed property. The
    obligations of the lessees of the properties to pay these
    termination fees are guaranteed by MR Holdings and by Mission
    Residential Holdings, LLC.      Business
    Strategy
    Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
  and/or
   55




---



##### Table of Contents



Leveraging
    the Experience of Our Management
      Critical
    Accounting Policies
    Use of
    Estimates
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Revenue Recognition
  605-45, Revenue Recognition  Principal Agent
    Considerations 605-45. 605-45
 56




---



##### Table of Contents



Capitalization
    of Expenditures and Depreciation of Assets
    Impairment
    
    significant negative industry or economic trends;
    a significant underperformance relative to historical or
    projected future operating results; and
    a significant change in the extent or manner in which the asset
    is used or a significant physical change in the asset.       57




---



##### Table of Contents



Properties
    Held for Sale
  Property, Plant and Equipment
    
    management, having the authority to approve the action, commits
    to a plan to sell the asset;
    the asset is available for immediate sale in its present
    condition subject only to terms that are usual and customary for
    sales of such assets;
    an active program to locate a buyer and other actions required
    to complete the plan to sell the asset has been initiated;
    the sale of the asset is probable and the transfer of the asset
    is expected to qualify for recognition as a completed sale
    within one year;
    the asset is being actively marketed for sale at a price that is
    reasonable in relation to its current fair value; and
    given the actions required to complete the plan to sell the
    asset, it is unlikely that significant changes to the plan would
    be made or that the plan would be withdrawn.  Purchase
    Price Allocation
  Business Combinations lease-up
     58




---



##### Table of Contents



Goodwill
    and Identified Intangible Assets, Net
  Form 10-K,
  in-place In-place
  Qualification
    as a REIT
   59




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
  Form 10-K.
  Acquisitions
    in 2010, 2009 and 2008
  Form 10-K.
  Factors
    Which May Influence Results of Operations
  Form 10-K,
  Rental
    Income
    Offering
    Proceeds
    Sarbanes-Oxley
    Act
   60




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##### Table of Contents



Results
    of Operations
  Comparison
    of the Years Ended December 31, 2010, 2009 and
    2008
      Revenues
  year-over-year
    Rental
    Expenses
    Years Ended December 31,2010


2009


2008Administration

$
6,327,000


$
6,101,000


$
4,665,000Real estate taxes


5,361,000



5,679,000



5,368,000Utilities


3,066,000



2,505,000



2,399,000Repairs and maintenance


2,239,000



2,175,000



2,024,000Property management fees


1,156,000



1,087,000



1,129,000Insurance


722,000



575,000



461,000Total rental expenses

$
18,871,000


$
18,122,000


$
16,046,000    61




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##### Table of Contents



year-over-year
  Salaries
    and Benefits Expense
    General
    and Administrative Expense
    Years Ended December 31,2010


2009


2008Professional and legal fees(a)

$
569,000


$
456,000


$
672,000Bad debt expense(b)






446,000



544,000Directors and officers insurance premiums


220,000



230,000



220,000Bank charges


97,000



113,000



61,000Franchise taxes


108,000



103,000



57,000Directors fees


119,000



98,000



101,000Postage and delivery


93,000



72,000



60,000Investor-related services


75,000



67,000



68,000Asset management fee(c)










2,563,000Other


87,000



62,000



99,000Total general and administrative

$
1,368,000


$
1,647,000


$
4,445,000      62




---



##### Table of Contents



Form 10-K Form 10-Q.
          Acquisition-Related
    Expenses
         63




---



##### Table of Contents



Depreciation
    and Amortization
        Interest
    Expense
    Years Ended December 31,2010


2009


2008Interest expense on mortgage loan payables(a)

$
11,126,000


$
10,429,000


$
9,783,000Amortization of deferred financing fees  mortgage
    loan payables(a)


246,000



231,000



173,000Amortization of debt discount


136,000



136,000



136,000Interest expense on the Wachovia Loan(b)






124,000



714,000Write-off of deferred financing fees  line of
    credit(c)










243,000Amortization of deferred financing fees  lines of
    credit(c)






88,000



338,000Interest expense on unsecured note payables to affiliate(d)


373,000



544,000



220,000Total interest expense

$
11,881,000


$
11,552,000


$
11,607,000            64




---



##### Table of Contents



Interest
    and Dividend Income
    Liquidity
    and Capital Resources
     65




---



##### Table of Contents



and/or
      Other
    Liquidity Needs
        Cash
    Flows
  Operating
    Activities
   66




---



##### Table of Contents



Investing
    Activities
          Financing
    Activities
     67




---



##### Table of Contents



Distributions
          Sources
    of Distributions
   68




---



##### Table of Contents



Years Ended December 31,2010


2009


2008Ordinary income

$





%

$





%

$





%Capital gain






















Return of capital


0.60



100



0.63



100



0.70



100$
0.60



100
%

$
0.63



100
%

$
0.70



100
%       Financing
     69




---



##### Table of Contents



Mortgage
    Loan Payables, Net and Unsecured Note Payables to
    Affiliate
  Form 10-K.
  Line of
    Credit
  Form 10-K.
  REIT
    Requirements
    Commitments
    and Contingencies
  Form 10-K.
  Debt
    Service Requirements
       70




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than 1 Year


1-3 Years


4-5 Years


More than 5 Years(2011)


(2012-2013)


(2014-2015)


(After 2015)


TotalPrincipal payments  fixed rate debt

$
875,000


$
10,245,000


$
40,700,000


$
139,528,000


$
191,348,000Interest payments  fixed rate debt


10,463,000



20,274,000



17,740,000



14,281,000



62,758,000Principal payments  variable rate debt






30,000



60,970,000







61,000,000Interest payments  variable rate debt (based on rates
    in effect as of December 31, 2010)


1,556,000



3,117,000



2,607,000







7,280,000Total

$
12,894,000


$
33,666,000


$
122,017,000


$
153,809,000


$
322,386,000   Off-Balance
    Sheet Arrangements
    Inflation
    Funds
    from Operations and Modified Funds From Operations
     71




---



##### Table of Contents



Years Ended December 31,2010


2009


2008Net loss

$
(10,765,000
)

$
(5,719,000
)

$
(12,827,000
)Add:Net loss attributable to noncontrolling interests










1,000Depreciation and amortization  consolidated properties


12,861,000



11,854,000



11,720,000FFO

$
2,096,000


$
6,135,000


$
(1,106,000
)Add:Acquisition-related expenses

$
5,394,000


$
12,000


$
909,000Amortization of debt discount


136,000



136,000



136,000Amortization of above market lease


(12,632
)






MFFO(1)

$
7,613,368


$
6,283,000


$
(61,000
)Weighted average common shares outstanding  basic and
    diluted


18,356,824



16,226,924



12,322,032FFO per common share  basic and diluted

$
0.11


$
0.38


$
(0.09
)MFFO per common share  basic and diluted(1)

$
0.41


$
0.39


$
(0.00
)     (1)
    
    Increases in MFFO and MFFO per common share  basic
    and diluted during the periods presented are attributable
    primarily to our acquisition of additional properties during the
    respective periods, rather than from improved performance of the
    individual properties. 72




---



##### Table of Contents



Net
    Operating Income
      Years Ended December 31,2010


2009


2008Net loss

$
(10,765,000
)

$
(5,719,000
)

$
(12,827,000
)Add:General and administrative


1,368,000



1,647,000



4,445,000Acquisition-related expenses


5,394,000



12,000



909,000Depreciation and amortization


12,861,000



11,854,000



11,720,000Interest expense


11,881,000



11,552,000



11,607,000Less:Interest and dividend income


(12,000
)


(3,000
)


(22,000
)Net operating income

$
20,727,000


$
19,343,000


$
15,832,000   Share
    Repurchases
       73




---



##### Table of Contents



Material
    Related Party Arrangements
  Form 10-K,
  Other
    Subsequent Events
  Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.          74




---



##### Table of Contents



Expected Maturity Date2011

2012

2013

2014

2015

Thereafter

Total

Fair ValueFixed rate debt  principal payments

$
875,000


$
8,704,000


$
1,541,000


$
15,200,000


$
25,500,000


$
139,528,000


$
191,348,000


$
199,715,000Weighted average interest rate on maturing debt (based on rates
    in effect as of December 31, 2010)


5.36
%


4.59
%


5.28
%


5.07
%


5.48
%


5.52
%


5.43
%


Variable rate debt  principal payments

$



$



$
30,000


$
185,000


$
60,785,000


$



$
61,000,000


$
58,903,000Weighted average interest rate on maturing debt (based on rates
    in effect as of December 31, 2010)



%



%


2.54
%


2.54
%


2.52
%



%


2.52
%


             Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
 75




---



##### Table of Contents



Rules 13a-15(b) 15d-15(b) Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control over
    Financial Reporting. Rules 13a-15(f) 15d-15(f).
    Changes in internal control over financial
    reporting.
  Item 9B.
    Other
    Information.   76




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   77




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


79Consolidated Balance Sheets as of
    December 31, 2010 and 2009


80Consolidated Statements of Operations for the
    Years Ended December 31, 2010, 2009 and 2008


81Consolidated Statements of Equity for the Years
    Ended December 31, 2010, 2009 and 2008


82Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


83Notes to Consolidated Financial Statements


84    Financial Statement Schedule:
    PageReal Estate Operating Properties and Accumulated Depreciation
    (Schedule III)


123      Exhibits:
  Form 10-K.
  Exhibits:
    Financial Statement Schedule:
  PageReal Estate Operating Properties and Accumulated Depreciation
    (Schedule III)


123  78




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Deloitte &
    Touche, LLP
    79




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)CONSOLIDATED BALANCE SHEETS
    As of December 31, 2010 and 2009
  December 31,2010


2009ASSETSReal estate investments:Operating properties, net

$
350,670,000


$
324,938,000Cash and cash equivalents


3,274,000



6,895,000Accounts and other receivables


1,289,000



662,000Restricted cash


4,943,000



4,007,000Goodwill


3,751,000



Investment in unconsolidated joint venture


50,000



Identified intangible assets, net


2,521,000



Other assets, net


2,036,000



1,801,000Total assets

$
368,534,000


$
338,303,000LIABILITIES AND EQUITYLiabilities:Mortgage loan payables, net

$
244,072,000


$
217,434,000Unsecured note payable to affiliate


7,750,000



9,100,000Accounts payable and accrued liabilities


9,044,000



5,698,000Accounts payable due to affiliates


109,000



140,000Security deposits, prepaid rent and other liabilities


1,401,000



1,162,000Total liabilities


262,376,000



233,534,000Commitments and contingencies (Note 10)






Redeemable noncontrolling interest (Note 12)






Equity:Stockholders equity:Preferred stock, $0.01 par value; 50,000,000 shares
    authorized;0 shares issued and outstanding






Common stock, $0.01 par value; 300,000,000 shares
    authorized;19,632,818 and 17,028,454 shares issued and outstanding as
    ofDecember 31, 2010 and December 31, 2009, respectively


196,000



170,000Additional paid-in capital


174,704,000



151,542,000Accumulated deficit


(68,742,000
)


(46,943,000
)Total stockholders equity


106,158,000



104,769,000Noncontrolling interest (Note 13)






Total equity


106,158,000



104,769,000Total liabilities and equity

$
368,534,000


$
338,303,000    80




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)CONSOLIDATED STATEMENTS OF
    OPERATIONS
    For the Years Ended December 31, 2010, 2009 and
    2008
  Years Ended December 31,2010


2009


2008Revenues:Rental income

$
35,568,000


$
33,674,000


$
28,692,000Other property revenues


4,006,000



3,791,000



3,186,000Management fee income


2,547,000







Total revenues


42,121,000



37,465,000



31,878,000Expenses:Rental expenses


18,871,000



18,122,000



16,046,000Salaries and benefits expense


2,523,000







General and administrative


1,368,000



1,647,000



4,445,000Acquisition expenses


5,394,000



12,000



909,000Depreciation and amortization


12,861,000



11,854,000



11,720,000Total expenses


41,017,000



31,635,000



33,120,000Income (loss) from operations


1,104,000



5,830,000



(1,242,000
)Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to unsecured note payables to affiliate


(373,000
)


(544,000
)


(220,000
)Interest expense related to mortgage loan payables, net


(11,508,000
)


(10,796,000
)


(10,092,000
)Interest expense related to lines of credit






(212,000
)


(1,295,000
)Interest and dividend income


12,000



3,000



22,000Net loss


(10,765,000
)


(5,719,000
)


(12,827,000
)Less: Net loss attributable to noncontrolling interests










1,000Net loss attributable to company stockholders

$
(10,765,000
)

$
(5,719,000
)

$
(12,826,000
)Net loss per share attributable to company stockholdersinterest  basic and diluted

$
(0.59
)

$
(0.35
)

$
(1.04
)Weighted average number of common sharesoutstanding  basic and diluted


18,356,824



16,226,924



12,322,032    81




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)CONSOLIDATED STATEMENTS OF
    EQUITY
    For the Years Ended December 31, 2010, 2009 and
    2008
  Stockholders EquityCommon Stock


Additional














RedeemableNumber of





Paid-In


Preferred


Accumulated


Noncontrolling


Total


NoncontrollingShares


Amount


Capital


Stock


Deficit


Interest


Equity


InterestBALANCE  December 31, 2007


8,528,844


$
85,000


$
75,737,000


$



$
(9,766,000
)

$
1,000


$
66,057,000


$
Issuance of common stock


6,641,058



67,000



66,269,000















66,336,000



Issuance of vested and nonvested restricted common stock


3,000







6,000















6,000



Offering costs










(7,254,000
)














(7,254,000
)


Amortization of nonvested common stock compensation










15,000















15,000



Issuance of common stock under the DRIP


400,216



4,000



3,798,000















3,802,000



Repurchase of common stock


(84,308
)


(1,000
)


(796,000
)














(797,000
)


Distributions


















(8,633,000
)






(8,633,000
)


Net loss


















(12,826,000
)


(1,000
)


(12,827,000
)


BALANCE  December 31, 2008


15,488,810



155,000



137,775,000







(31,225,000
)






106,705,000



Issuance of common stock


1,322,313



13,000



13,202,000















13,215,000



Issuance of vested and nonvested restricted common stock


4,000







8,000















8,000



Forfeiture of nonvested shares of common stock


(2,000
)






(2,000
)














(2,000
)


Offering costs










(1,447,000
)














(1,447,000
)


Amortization of nonvested common stock compensation










18,000















18,000



Issuance of common stock under the DRIP


460,285



5,000



4,368,000















4,373,000



Repurchase of common stock


(244,954
)


(3,000
)


(2,380,000
)














(2,383,000
)


Distributions


















(9,999,000
)






(9,999,000
)


Net loss


















(5,719,000
)






(5,719,000
)


BALANCE  December 31, 2009


17,028,454



170,000



151,542,000







(46,943,000
)






104,769,000



Issuance of common stock


2,401,917



24,000



23,958,000















23,982,000



Issuance of vested and nonvested restricted common stock


3,000







6,000















6,000



Offering costs










(2,604,000
)














(2,604,000
)


Amortization of nonvested common stock compensation










19,000















19,000



Issuance of common stock under the DRIP


462,877



5,000



4,392,000















4,397,000



Repurchase of common stock


(263,430
)


(3,000
)


(2,609,000
)














(2,612,000
)


Distributions


















(11,034,000
)






(11,034,000
)


Net loss


















(10,765,000
)






(10,765,000
)


BALANCE  December 31, 2010


19,632,818


$
196,000


$
174,704,000


$



$
(68,742,000
)

$



$
106,158,000


$
    82




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)CONSOLIDATED STATEMENTS OF CASH
    FLOWS
    For the Years Ended December 31, 2010, 2009 and
    2008
  Years Ended December 31,2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(10,765,000
)

$
(5,719,000
)

$
(12,827,000
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization (including deferred financing
    costs and debt discount)


13,243,000



12,309,000



12,610,000(Gain) loss on property insurance settlements






(101,000
)


16,000Stock based compensation, net of forfeitures


25,000



24,000



21,000Bad debt expense


223,000



446,000



544,000Changes in operating assets and liabilities:Accounts and other receivables


(953,000
)


(726,000
)


(712,000
)Other assets, net


(139,000
)


233,000



(79,000
)Accounts payable and accrued liabilities


2,523,000



286,000



1,819,000Accounts payable due to affiliates


146,000



(580,000
)


324,000Security deposits and prepaid rent


(605,000
)


(454,000
)


(149,000
)Net cash provided by operating activities


3,698,000



5,718,000



1,567,000CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of real estate operating properties


(36,713,000
)


(469,000
)


(124,874,000
)Acquisition of management company


(5,513,000
)






Acquisition of unconsolidated joint venture


(50,000
)






Capital expenditures


(1,521,000
)


(1,304,000
)


(1,648,000
)Proceeds from property insurance settlements


153,000



194,000



360,000Restricted cash


(936,000
)


(245,000
)


(476,000
)Net cash used in investing activities


(44,580,000
)


(1,824,000
)


(126,638,000
)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on mortgage loan payables


27,200,000







78,651,000Payments on mortgage loan payables


(698,000
)


(415,000
)


(391,000
)Borrowings on unsecured note payables to affiliate










9,100,000Payments on unsecured note payables to affiliate


(1,350,000
)






(7,600,000
)Borrowings on line of credit










34,850,000Payments on line of credit






(3,200,000
)


(41,650,000
)Deferred financing costs


(293,000
)


(4,000
)


(1,050,000
)Security deposits


299,000



367,000



196,000Proceeds from issuance of common stock


23,982,000



13,238,000



66,636,000Repurchase of common stock


(2,612,000
)


(2,383,000
)


(797,000
)Payment of offering costs


(2,781,000
)


(1,590,000
)


(7,490,000
)Distributions


(6,486,000
)


(5,676,000
)


(4,414,000
)Net cash provided by financing activities


37,261,000



337,000



126,041,000NET CHANGE IN CASH AND CASH EQUIVALENTS


(3,621,000
)


4,231,000



970,000CASH AND CASH EQUIVALENTS  Beginning of period


6,895,000



2,664,000



1,694,000CASH AND CASH EQUIVALENTS  End of period

$
3,274,000


$
6,895,000


$
2,664,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:Interest

$
11,614,000


$
11,109,000


$
10,376,000Income taxes

$
168,000


$
120,000


$
11,000SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Operating Activities:Accrued
    acquisition-related
    expenses

$
829,000


$



$
Investing Activities:Accrued capital expenditures

$



$
26,000


$
20,000The following represents the increase in certain assets and
    liabilitiesin connection with our acquisitions of operating
    properties:Accounts and other receivables

$



$



$
2,000Other assets, net

$
49,000


$



$
141,000Accounts payable and accrued liabilities

$
364,000


$



$
399,000Security deposits and prepaid rent

$
230,000


$



$
521,000Financing Activities:Issuance of common stock under the DRIP

$
4,397,000


$
4,373,000


$
3,802,000Distributions declared but not paid

$
999,000


$
848,000


$
898,000Accrued offering costs

$
10,000


$
44,000


$
187,000Receivable for issuance of common stock

$



$



$
23,000    83




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  The use of the words the Company, we,
    us, our company, or our
    refers to Apartment Trust of America, Inc. and its subsidiaries,
    including Apartment Trust of America Holdings, LP, except where
    the context otherwise requires.
  1.
    Organization
    and Description of Business         84




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    day-to-day
    day-to-day
 85




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Summary
    of Significant Accounting Policies    Basis
    of Presentation
  Consolidation
 86




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Use of
    Estimates
    Cash
    and Cash Equivalents
    Restricted
    Cash
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Revenue Recognition
  605-45, Revenue Recognition  Principal Agent
    Considerations 605-45. 605-45
   87




---



##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Properties
    Held for Sale
  Property, Plant and Equipment
    
    management, having the authority to approve the action, commits
    to a plan to sell the asset;
    the asset is available for immediate sale in its present
    condition subject only to terms that are usual and customary for
    sales of such assets;
    an active program to locate a buyer and other actions required
    to complete the plan to sell the asset has been initiated;
    the sale of the asset is probable and the transfer of the asset
    is expected to qualify for recognition as a completed sale
    within one year;
    the asset is being actively marketed for sale at a price that is
    reasonable in relation to its current fair value; and
    given the actions required to complete the plan to sell the
    asset, it is unlikely that significant changes to the plan would
    be made or that the plan would be withdrawn.    Purchase
    Price Allocation of Properties
  Business Combinations
 88




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  lease-up
          Purchase
    Price Allocation of Management Company
   89




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Goodwill
    and Identified Intangible Assets, Net
        Operating
    Properties, Net
     90




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investment
    in Unconsolidated Joint Venture
      other-than-temporary other-than-temporary.
  Fair
    Value Measurements
  Fair Value Measurements and
    Disclosures
     91




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Assets, Net
    Stock
    Compensation
  Compensation  Stock
    Compensation
  Income
    Taxes
      Income Taxes
 92




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    Disclosure
  Segment Reporting,
  Recently
    Issued Accounting Pronouncements
  Accounting for Transfers of Financial Assets  an
    amendment of FASB Statement No. 140 Transfers and Servicing Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities Transfers
    and Servicing Consolidation of Variable Interest Entities,
    an Interpretation of Accounting Research
    Bulletin No. 51, Consolidation
  Amendments to FASB Interpretation No. 46(R) Consolidation
  2010-06, Improving Disclosures about Fair Value Measurements 2010-06. 2010-06 2010-06 2010-06 2010-06
 93




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-06
  2010-21, Accounting for Technical Amendments to Various SEC Rules and
    Schedules, 2010-21. 2010-21 No. 33-9026: 2010-21 2010-21
  ASU 2010-29, Business Combinations (Topic 805) ASU 2010-29. ASU 2010-29 ASU 2010-29 ASU 2010-29 ASU 2010-29
  3.
    Real
    Estate Investments    December 31,2010


2009Land

$
45,747,000


$
41,926,000Land improvements


24,266,000



22,066,000Building and improvements


304,729,000



274,199,000Furniture, fixtures and equipment


12,230,000



10,799,000386,972,000



348,990,000Less: accumulated depreciation


(36,302,000
)


(24,052,000
)$
350,670,000


$
324,938,000     Acquisition
    of Real Estate Investments
   94




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Acquisitions
    in 2010
          Acquisitions
    in 2009
    Acquisitions
    in 2008
                 95




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Goodwill
    and Identified Intangible Assets, Net          Total purchase price

$
5,513,000Assumed Oakton above market lease(a)


250,000Assumed paid time off liability(b)


348,000Intangible asset  tenant relationships


(1,760,000
)Intangible asset  expected termination fees(c)


(600,000
)Goodwill

$
3,751,000     (a)
    
    Included in security deposits, prepaid rent and other
    liabilities on the consolidated balance sheet with a net balance
    of $237,600 at December 31, 2010.(b)
    
    Included in accounts payable and accrued liabilities on the
    consolidated balance sheet at December 31, 2010.(c)
    
    Represents termination fees due to terminations by property
    owners, as outlined in the asset purchase agreement, which is
    likely to be received by the company. 96




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,2010


2009In-place leases, net of accumulated amortization of $126,000 and
    $0 as of December 31, 2010 and 2009, respectively (with a
    weighted average remaining life of 2 months and
    0 months as of December 31, 2010 and 2009,
    respectively)

$
84,000


$
Tenant relationships, net of accumulated amortization of $80,000
    and $0 as of December 31, 2010 and 2009, respectively (with
    a weighted average remaining life of 227 months and
    0 months as of December 31, 2010 and 2009,
    respectively)


1,837,000



Tenant relationships  expected termination fees


600,000



$
2,521,000


$
       Year

Amount2011

$
393,0002012


192,0002013


165,0002014


155,0002015


143,000Thereafter


873,000   5.
    Investment
    in Unconsolidated Joint Venture    NNN/Mission
    Residential Holdings, LLC
   97




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Other
    Assets, Net    December 31,2010


2009Deferred financing costs, net of accumulated amortization of
    $686,000 and$440,000 as of December 31, 2010 and 2009, respectively

$
1,481,000






$
1,435,000Prepaid expenses and deposits


555,000







366,000$
2,036,000






$
1,801,000       2011

$
261,0002012

$
261,0002013

$
261,0002014

$
257,0002015

$
175,000Thereafter

$
266,000   7.
    Mortgage
    Loan Payables, Net and Unsecured Note Payables to
    Affiliate  Mortgage
    Loan Payables, Net
     98




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,Property

Interest Rate


Maturity Date

2010


2009Fixed Rate Debt:Hidden Lake Apartment Homes


5.34
%

01/11/17

$
19,218,000


$
19,218,000Walker Ranch Apartment Homes


5.36
%

05/11/17


20,000,000



20,000,000Residences at Braemar


5.72
%

06/01/15


9,188,000



9,355,000Park at Northgate


5.94
%

08/01/17


10,295,000



10,295,000Baypoint Resort


5.94
%

08/01/17


21,612,000



21,612,000Towne Crossing Apartments


5.04
%

11/01/14


14,519,000



14,789,000Villas of El Dorado


5.68
%

12/01/16


13,600,000



13,600,000The Heights at Olde Towne


5.79
%

01/01/18


10,475,000



10,475,000The Myrtles at Olde Towne


5.79
%

01/01/18


20,100,000



20,100,000Arboleda Apartments


5.36
%

04/01/15


17,500,000



17,651,000Bella Ruscello Luxury Apartment Homes


5.53
%

04/01/20


13,191,000



Mission Rock Ridge Apartments


4.20
%

10/01/20


13,900,000



183,598,000



157,095,000Variable Rate Debt:Creekside Crossing


2.49
%*

07/01/15


17,000,000



17,000,000Kedron Village


2.51
%*

07/01/15


20,000,000



20,000,000Canyon Ridge Apartments


2.54
%*

10/01/15


24,000,000



24,000,00061,000,000



61,000,000Total fixed and variable rate debt








244,598,000



218,095,000Less: discount








(526,000
)


(661,000
)Mortgage loan payables, net







$
244,072,000


$
217,434,000     *
    
    Represents the interest rate in effect as of December 31,
    2010. In addition, pursuant to the terms of the related loan
    documents, the maximum variable interest rate allowable is
    capped at a rate ranging from 6.50% to 6.75% per annum.    Year

Amount2011

$
875,0002012

$
8,704,0002013

$
1,571,0002014

$
15,385,0002015

$
86,285,000Thereafter

$
139,528,000  99




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unsecured
    Note Payable to Affiliate
      8.
    Line of
    Credit  Wachovia
    Loan
     100




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Commitments
    and Contingencies  Litigation
  No. 2010-17876),
  90-day
   101




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Environmental
    Matters
    Other
    Organizational and Offering Expenses
    Initial
    Offering
    Follow-On
    Offering
   102




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    10.
    Related
    Party Transactions  Fees
    and Expenses Paid to Affiliates
  and/or
      Offering
    Stage
  Selling
    Commissions
         103




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Initial
    Offering Marketing Support Fees and Due Diligence Expense
    Reimbursements and Follow-On Offering Dealer Manager
    Fees
    re-allowed
      Other
    Organizational and Offering Expenses
     104




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Acquisition
    and Development Stage
  Acquisition
    Fee
    Reimbursement
    of Acquisition Expenses
     105




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operational
    Stage
  Asset
    Management Fee
        Property
    Management Fee
    On-site
    Personnel Payroll
  on-site
  Operating
    Expenses
   106




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Compensation
    for Additional Services
         107




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Liquidity
    Stage
  Incentive
    Distribution upon Sales
    Incentive
    Distribution upon Listing
    Fees
    Payable upon Internalization of the Former Advisor
   108




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Payable Due to Affiliates
    December 31,Entity

Fee

2010


2009Grubb & Ellis Equity Advisors/ Grubb & Ellis
    Realty Investors

Operating Expenses

$
2,000


$
6,000Grubb & Ellis Equity Advisors/ Grubb & Ellis
    Realty Investors

Offering Costs






14,000Grubb & Ellis Securities

Selling Commissions, Marketing Support Fees and Dealer Manager
    Fees


15,000



30,000Residential Management

Property Management Fees


92,000



90,000$
109,000


$
140,000   Unsecured
    Note Payables to Affiliate
    New
    Advisory Agreement with Affiliate
    11.
    Redeemable
    Noncontrolling Interest     109




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Equity  Preferred
    Stock
    Common
    Stock
        Noncontrolling
    Interest
      Distribution
    Reinvestment Plan and Second Amended and Restated Distribution
    Reinvestment Plan
  follow-on
 110




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Form S-3
  Share
    Repurchase Plan
       111




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2006
    Incentive Award Plan
    re-election,
   112




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedRestricted


Average GrantCommon


Date FairStock


ValueBalance  December 31, 2007


4,200


$
10.00Granted


3,000



10.00Vested


(1,800
)


10.00Forfeited






Balance  December 31, 2008


5,400



10.00Granted


4,000



10.00Vested


(2,600
)


10.00Forfeited


(2,000
)


10.00Balance  December 31, 2009


4,800



10.00Granted


3,000



10.00Vested


(2,400
)


10.00Forfeited






Balance  December 31, 2010


5,400


$
10.00Expected to vest  December 31, 2010


5,400


$
10.00   13.
    Fair
    Value of Financial Instruments  Financial Instruments,
       113




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Business
    Combinations        Bella Ruscello


Mission RockProperty


Ridge PropertyLand

$
1,619,000


$
2,201,000Land improvements


1,226,000



974,000Building and improvements


13,599,000



15,669,000Furniture, fixtures and equipment


686,000



721,000In-place leases


194,000



211,000Tenant relationships


76,000



81,000Total assets acquired

$
17,400,000


$
19,857,000   Management
    Company Acquisition
     114




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total purchase price

$
5,513,000Assumed Oakton above market lease(a)


250,000Assumed paid time off liability(b)


348,000Intangible asset  tenant relationships


(1,760,000
)Intangible asset  expected termination fees(c)


(600,000
)Goodwill

$
3,751,000     (a)
    
    Included in security deposits, prepaid rent and other
    liabilities on the consolidated balance sheet with a net balance
    of $237,600 at December 31, 2010.(b)
    
    Included in accounts payable and accrued liabilities on the
    consolidated balance sheet at December 31, 2010.(c)
    
    Represents termination fees due to terminations by property
    owners, as outlined in the asset purchase agreement, which is
    likely to be received by the company.        15.
    Tax
    Treatment of Distributions    Years Ended December 31,2010


2009


2008Ordinary income

$





%

$





%

$





%Capital gain






















Return of capital


0.60



100



0.63



100



0.70



100$
0.60



100
%

$
0.63



100
%

$
0.70



100
%  115




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Concentration
    of Credit Risk      17.
    Per Share
    Data  Earnings Per Share
 116




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Selected
    Quarterly Financial Data 
    (Unaudited)    Quarters EndedDecember 31, 2010


September 30, 2010


June 30, 2010


March 31, 2010Revenues

$
13,051,000


$
9,930,000


$
9,875,000


$
9,265,000Expenses


(13,285,000
)


(11,143,000
)


(8,272,000
)


(8,317,000
)Income from operations


(234,000
)


(1,213,000
)


1,603,000



948,000Other expense, net


(3,141,000
)


(2,989,000
)


(2,973,000
)


(2,766,000
)Net loss


(3,375,000
)


(4,202,000
)


(1,370,000
)


(1,818,000
)Less: Net loss attributable to noncontrolling interests














Net loss attributable to controlling interest

$
(3,375,000
)

$
(4,202,000
)

$
(1,370,000
)

$
(1,818,000
)Net loss per common share attributable to controlling
    interest  basic and diluted

$
(0.18
)

$
(0.22
)

$
(0.08
)

$
(0.11
)Weighted average number of common shares outstanding 
    basic and diluted


19,624,769



18,782,212



17,984,572



17,286,626   Quarters EndedDecember 31, 2009


September 30, 2009


June 30, 2009


March 31, 2009Revenues

$
9,423,000


$
9,405,000


$
9,259,000


$
9,378,000Expenses


(7,651,000
)


(8,037,000
)


(7,951,000
)


(7,996,000
)Income from operations


1,772,000



1,368,000



1,308,000



1,382,000Other expense, net


(2,862,000
)


(2,933,000
)


(2,894,000
)


(2,860,000
)Net loss


(1,090,000
)


(l,565,000
)


(1,586,000
)


(1,478,000
)Less: Net loss attributable to noncontrolling interests














Net loss attributable to controlling interest

$
(1,090,000
)

$
(1,565,000
)

$
(1,586,000
)

$
(1,478,000
)Net loss per common share attributable to controlling
    interest  basic and diluted

$
(0.06
)

$
(0.10
)

$
(0.10
)

$
(0.09
)Weighted average number of common shares outstanding 
    basic and diluted


16,780,769



16,384,198



16,042,294



15,688,833  117




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Subsequent
    Events  Share
    Repurchases
    Status
    of our Follow-On Offering
    Termination
    of the Grubb & Ellis Advisory Agreement
    New
    Advisory Agreement
  day-to-day
   118




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
   119




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Termination
    of Dealer Manager Agreement
      Termination
    of Transfer Agent Services Agreement
    Declaration
    of Distributions
   120




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT,
    Inc.)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Termination
    of Share Repurchase Plan
    Engagement
    of Robert A. Stanger & Co., Inc.
    Second
    Amended and Restated Distribution Reinvestment
    Plan
   121




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##### Table of Contents





APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT, Inc.)
    SCHEDULE III  REAL ESTATE OPERATING PROPERTIES
    AND
    ACCUMULATED DEPRECIATION
    December 31, 2010
  Gross Amount at Which Carried atInitial Cost to Company





Close of PeriodBuilding,








Building,Improvements


Cost Capitalized





Improvementsand


Subsequent to





and





Accumulated


Date of


DateEncumbrances


Land


Fixtures


Acquisition(a)


Land


Fixtures


Total(b)


Depreciation(d)(e)


Construction


AcquiredWalker Ranch Apartment Homes (Residential)

San Antonio, TX

$
20,000,000


$
3,025,000


$
28,273,000


$
139,000


$
3,025,000


$
28,412,000


$
31,437,000


$
(4,363,000
)


2004



10/31/06Hidden Lake Apartment Homes (Residential)

San Antonio, TX


19,218,000



3,031,000



29,540,000



302,000



3,031,000



29,842,000



32,873,000



(3,615,000
)


2004



12/28/06Park at Northgate (Residential)

Spring, TX


10,295,000



1,870,000



14,958,000



228,000



1,870,000



15,186,000



17,056,000



(2,304,000
)


2002



06/12/07Residences at Braemar (Residential)

Charlotte, NC


9,188,000



1,564,000



13,718,000



101,000



1,564,000



13,819,000



15,383,000



(1,837,000
)


2005



06/29/07Baypoint Resort (Residential)

Corpus Christi, TX


21,612,000



5,306,000



28,522,000



809,000



5,306,000



29,331,000



34,637,000



(3,129,000
)


1998



08/02/07Towne Crossing Apartments (Residential)

Mansfield, TX


14,519,000



2,041,000



19,079,000



263,000



2,041,000



19,342,000



21,383,000



(2,638,000
)


2004



08/29/07Villas of El Dorado (Residential)

McKinney, TX


13,600,000



1,622,000



16,741,000



507,000



1,622,000



17,248,000



18,870,000



(2,680,000
)


2002



11/02/07The Heights at Olde Towne (Residential)

Portsmouth, VA


10,475,000



2,513,000



14,957,000



315,000



2,513,000



15,272,000



17,785,000



(1,548,000
)


1972



12/21/07The Myrtles at Olde Towne (Residential)

Portsmouth, VA


20,100,000



3,698,000



33,319,000



137,000



3,698,000



33,456,000



37,154,000



(3,154,000
)


2004



12/21/07Arboleda Apartments (Residential)

Cedar Park, TX


17,500,000



4,051,000



25,928,000



114,000



4,051,000



26,042,000



30,093,000



(2,393,000
)


2007



03/31/08Creekside Crossing (Residential)

Lithonia, GA


17,000,000



5,233,000



20,699,000



111,000



5,233,000



20,810,000



26,043,000



(2,080,000
)


2003



06/26/08Kedron Village (Residential)

Peachtree City, GA


20,000,000



4,057,000



26,144,000



244,000



4,057,000



26,388,000



30,445,000



(2,705,000
)


2001



06/27/08Canyon Ridge Apartments (Residential)

Hermitage, TN


24,000,000



3,915,000



32,987,000



125,000



3,915,000



33,112,000



37,027,000



(3,223,000
)


2005



09/15/08Bella Ruscello Luvury Apartment Homes (Residential)

Duncanville, TX


13,191,000



1,620,000



15,510,000



84,000



1,620,000



15,594,000



17,214,000



(443,000
)


2008



03/24/10Mission Rock Ridge Aparments (Residential)

Arlington, TX


13,900,000



2,201,000



17,364,000



7,000



2,201,000



17,371,000



19,572,000



(190,000
)


2003



09/30/10Total



$
244,598,000


$
45,747,000


$
337,198,000


$
4,028,000


$
45,747,000


$
341,225,000


$
386,972,000
(c)

$
(36,302,000
)     (a)
    
    The cost capitalized subsequent to acquisition is net of
    dispositions.  122




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##### Table of Contents



APARTMENT
    TRUST OF AMERICA, INC.
    (Formerly known as Grubb & Ellis Apartment REIT, Inc.)
    SCHEDULE III  REAL ESTATE OPERATING PROPERTIES
    AND
    ACCUMULATED DEPRECIATION  (Continued)
    AmountBalance as of December 31, 2007

$
223,938,000Acquisitions


122,942,000Additions


1,698,000Dispositions


(681,000
)Balance as of December 31, 2008

$
347,897,000Acquisitions


Additions


1,382,000Dispositions


(289,000
)Balance as of December 31, 2009

$
348,990,000Acquisitions


36,695,000Additions


1,706,000Dispositions


(419,000
)Balance as of December 31, 2010

$
386,972,000
   (c)
    
    The aggregate cost of our real estate for federal income tax
    purposes is $394,642,000.(d)
    
    The changes in accumulated depreciation for the years ended
    December 31, 2010, 2009 and 2008 are as follows:  AmountBalance as of December 31, 2007

$
3,552,000Additions


9,260,000Dispositions


(182,000
)Balance as of December 31, 2008

$
12,630,000Additions


11,605,000Dispositions


(183,000
)Balance as of December 31, 2009

$
24,052,000Additions


12,441,000Dispositions


(191,000
)Balance as of December 31, 2010

$
36,302,000
   (e)
    
    The cost of building and improvements is depreciated on a
    straight-line basis over the estimated useful lives of the
    buildings and improvements, ranging primarily from 10 to
    40 years. Land improvements are depreciated over the
    estimated useful lives ranging primarily from five to
    15 years. Furniture, fixtures and equipment is depreciated
    over the estimated useful lives ranging primarily from five to
    15 years. 123




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##### Table of Contents



SIGNATURES      By:
    /s/  Stanley
    J. Olander, Jr.   Chief Executive Officer and Chief Financial Officer
 (principal executive officer, principal financial
 officer and principal accounting officer)
    Signature

Title

DateBy

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

Chief Executive Officer and Chief Financial Officer (principal
    executive officer, principal financial officer and principal
    accounting officer)

March 25, 2011By

/s/  Andrea
    R. BillerAndrea
    R. Biller

Director

March 25, 2011By

/s/  Glenn
    W. Bunting, JR.Glenn
    W. Bunting, Jr.

Director

March 25, 2011By

/s/  Robert
    A. Gary, IVRobert
    A. Gary, IV

Director

March 25, 2011By

/s/  Richard
    S. JohnsonRichard
    S. Johnson

Director

March 25, 2011  124




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##### Table of Contents



EXHIBIT INDEX
    Regulation S-K,
  Form 10-K Regulation S-K).
  3
.1

Articles of Amendment and Restatement of NNN Apartment REIT,
    Inc. dated July 18, 2006 (included as Exhibit 3.1 to
    our Quarterly Report on
    Form 10-Q
    filed November 9, 2006, and incorporated herein by
    reference)3
.2

Articles of Amendment to the Articles of Amendment and
    Restatement of Grubb & Ellis Apartment REIT, Inc.,
    dated December 7, 2007 (included as Exhibit 3.1 to our
    Current Report on
    Form 8-K
    filed on December 10, 2007, and incorporated herein by
    reference)3
.3

Second Articles of Amendment to the Articles of Amendment and
    Restatement of Grubb & Ellis Apartment REIT, Inc.,
    dated June 22, 2010 (included as Exhibit 3.1 to our
    Current Report on
    Form 8-K
    filed June 23, 2010, and incorporated herein by reference)3
.4

Third Articles of Amendment to the Articles of Amendment and
    Restatement of Grubb & Ellis Apartment REIT, Inc.
    (included as Exhibit 3.1 to our Current Report on
    Form 8-K
    filed January 5, 2011, and incorporated herein by reference)3
.5

Amended and Restated Bylaws of NNN Apartment REIT, Inc. dated
    July 19, 2006 (included as Exhibit 3.2 to our
    Quarterly Report on
    Form 10-Q
    filed November 9, 2006 and incorporated herein by reference)3
.6

Amendment to Amended and Restated Bylaws of NNN Apartment REIT,
    Inc. dated December 6, 2006 (included as Exhibit 3.6
    to Post-Effective Amendment No. 1 to the registrants
    Registration Statement on
    Form S-11
    (File
    No. 333-130945)
    filed January 31, 2007, and incorporated herein by
    reference)3
.7

Agreement of Limited Partnership of NNN Apartment REIT Holdings,
    L.P. dated July 19, 2006 (included as Exhibit 3.3 to
    our Quarterly Report on
    Form 10-Q
    filed November 9, 2006, and incorporated herein by
    reference)3
.8

First Amendment to Agreement of Limited Partnership of
    Grubb & Ellis Apartment REIT Holdings, L.P., dated
    June 3, 2010 (included as Exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed June 3, 2010, and incorporated herein by reference)4
.1

Form of Subscription Agreement (included as Exhibit B to
    our Prospectus filed pursuant to Rule 424(b)(3) (File
    No. 333-157375)
    filed July 20, 2009, and incorporated herein by reference)4
.2

Amended and Restated Share Repurchase Plan (included as
    Exhibit D to our Prospectus filed pursuant to
    Rule 424(b)(3) (File
    No. 333-157375)
    filed April 28, 2010, and incorporated herein by reference)4
.3

Amended and Restated Distribution Reinvestment Plan (included as
    Exhibit C to our Prospectus filed pursuant to
    Rule 424(b)(3) (File
    No. 333-157375)
    filed April 28, 2010, and incorporated herein by reference)4
.4

Second Amended and Restated Distribution Reinvestment Plan
    (included as Exhibit 10.2 to our Current Report on
    Form 8-K
    filed March 1, 2011, and incorporated herein by reference)10
.1

Advisory Agreement, dated February 25, 2011, by and between
    Apartment Trust of America, Inc., Apartment Trust of America
    Holdings, LP, and ROC REIT Advisors, LLC (included as
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed March 1, 2011, and incorporated herein by reference) 125




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##### Table of Contents



10
.2

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
.3

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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

Second Amendment to and Waiver of Loan Agreement by and between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, date 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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

Amended and Restated Consolidated Unsecured Promissory Note by
    Grubb & Ellis Apartment REIT Holdings, LP in favor of
    NNN Realty Advisors, Inc., dated August 11, 2010 (included
    a Exhibit 10.1 to our Current Report on
    Form 8-K
    filed August 17, 2010, and incorporated herein by
    reference) 126




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##### Table of Contents



10
.18

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
.19

First Amended and Restated Advisory Agreement by and between
    Grubb & Ellis Apartment REIT, Inc. and
    Grubb & Ellis Apartment REIT Advisor, LLC, dated
    July 18, 2008 (included as Exhibit 10.1 to our Current
    Report on
    Form 8-K
    filed July 21, 2008 and incorporated herein by reference)10
.20

Second Amended and Restated Advisory Agreement by and between
    Grubb & Ellis Apartment REIT, Inc. and
    Grubb & Ellis Apartment REIT Advisor, LLC, dated
    June 3, 2010 (included as Exhibit 10.1 to our Current
    Report on
    Form 8-K
    filed June 3, 2010 and incorporated herein by reference)10
.21

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
.22

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
.23

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
.24

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
.25

Guaranty by G & E 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
.26

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)10
.27

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
.28

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
.29

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)10
.30

Amendment No. 1 to First Amended and Restated Advisory
    Agreement by and between Grubb & Ellis Apartment REIT,
    Inc. and Grubb & Ellis Apartment REIT Advisor, LLC,
    dated as of November 26, 2008 (included as
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 2, 2008 and incorporated herein by
    reference)10
.31

Amendment No. 2 to First Amended and Restated Advisory
    Agreement by and between Grubb & Ellis Apartment REIT,
    Inc. and Grubb & Ellis Apartment REIT Advisor, LLC,
    dated as of July 17, 2009 (included as Exhibit 10.1 to
    our Current Report on
    Form 8-K
    filed on July 23, 2009 and incorporated herein by reference)10
.32

Dealer Manager Agreement by and between Grubb & Ellis
    Apartment REIT, Inc. and Grubb & Ellis Securities,
    Inc., dated June 22, 2009 (included as Exhibit 1.1 to
    our Current Report on
    Form 8-K
    filed on June 26, 2009 and incorporated herein by
    reference) 127




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##### Table of Contents



10
.33

Exclusive Dealer Manager Agreement, dated November 5, 2010,
    by and between Grubb & Ellis Apartment REIT, Inc., and
    Realty Capital Securities, LLC (included as Exhibit 1.1 to
    our Current Report on
    Form 8-K
    filed on November 12, 2010, and incorporated herein by
    reference)10
.34

Fifth Amendment to and Waiver of Loan Agreement with Wachovia
    Bank dated August 31, 2009 (included as Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on September 4, 2009 and incorporated herein by
    reference)10
.35

Extension No. 2 to the Unsecured Promissory Note with NNN
    Realty Advisors, Inc. dated September 15, 2009 (included as
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on September 18, 2009 and incorporated herein by
    reference)10
.36

Consolidated Promissory Note between Grubb & Ellis
    Apartment REIT Holdings, L.P. and NNN Realty Advisors, Inc.,
    dated November 10, 2009 (included as Exhibit 10.1 to
    our Current Report on
    Form 8-K
    filed on November 12, 2009 and incorporated herein by
    reference)10
.37

Asset Purchase Agreement, dated August 27, 2010, by and
    among MR Property Management, LLC, Mission Residential
    Management, LLC, MR Holdings, LLC, Forward Capital, LLC and
    Christopher C. Finlay (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.38

Purchase and Sale Agreement by and between Mission Tanglewood,
    DST and Grubb & Ellis Apartment REIT, Holdings, L.P.
    (included as Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.39

Purchase and Sale Agreement by and between Mission Capital
    Crossing, DST and Grubb & Ellis Apartment REIT
    Holdings, L.P. (included as Exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.40

Purchase and Sale Agreement by and between Mission Barton Creek,
    DST and Grubb & Ellis Apartment REIT Holdings, L.P.
    (included as Exhibit 10.4 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.41

Purchase and Sale Agreement by and between Mission Briley
    Parkway, DST and Grubb & Ellis Apartment REIT
    Holdings, L.P. (included as Exhibit 10.5 to our Current
    Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.42

Purchase and Sale Agreement by and between Mission Preston Wood,
    DST and Grubb & Ellis Apartment REIT Holdings, L.P.
    (included as Exhibit 10.6 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.43

Purchase and Sale Agreement by and between Mission Battleground
    Park, DST and Grubb & Ellis Apartment REIT Holdings,
    L.P. (included as Exhibit 10.7 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.44

Purchase and Sale Agreement by and between Mission Mayfield
    Downs, DST and Grubb & Ellis Apartment REIT Holdings,
    L.P. (included as Exhibit 10.8 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.45

Purchase and Sale Agreement by and between Mission Brentwood,
    DST and Grubb & Ellis Apartment REIT Holdings, L.P.
    (included as Exhibit 10.9 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.46

Purchase and Sale Agreement by and between Mission Rock Ridge,
    LP and Grubb & Ellis Apartment REIT Holdings, L.P.
    (included as Exhibit 10.10 to our Current Report on
    Form 8-K
    filed on August 31, 2010, and incorporated herein by
    reference)10
.47

Contract of Sale, dated January 22, 2010, by and between
    Duncanville Villages Multifamily, LTD and Grubb &
    Ellis Apartment REIT Holdings, LP (included as Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on January 27, 2010, and incorporated herein by
    reference)10
.48

Form of Indemnification Agreement (included as Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on March 22, 2010, and incorporated herein by
    reference)10
.49

2006 Incentive Award Plan of NNN Apartment REIT, Inc. (included
    as Exhibit 10.3 to the Registration Statement on
    Form S-11
    (Registration Number
    333-130945)
    filed on April 21, 2006, and incorporated herein by
    reference) 128




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##### Table of Contents



10
.50

Amendment to the 2006 Incentive Award Plan of NNN Apartment
    REIT, Inc. (included as Exhibit 10.6 to our Quarterly
    Report on
    Form 10-Q
    filed on November 9, 2006, and incorporated herein by
    reference)21
.1*

Subsidiaries of Grubb & Ellis Apartment REIT, Inc.31
.1*

Certification of Chief Executive Officer and Chief Financial
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200232
.1**

Certification of Chief Executive Officer and Chief Financial
    Officer, pursuant to 18 U.S.C. Section 1350, as
    created by Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith.**
    
    Furnished herewith. 129