##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from
    to   000-52612
  GRUBB & ELLIS
    APARTMENT REIT, INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland(State or other jurisdiction
    of
    incorporation or organization)

20-3975609(I.R.S. Employer
    Identification No.)1551 N. Tustin Avenue, Suite 300
    Santa Ana, California(Address of principal executive
    offices)

92705(Zip Code)   Registrants telephone number,
    including area code:
    (714) 667-8252
  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 (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   Yes þ  No o
  Regulation S-K Form 10-K Form 10-K.
 þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o   Indicate
    by check mark whether the registrant is a shell company (as
    defined in
    Rule 12b-2
    of the Act).
    Yes o     No þ      DOCUMENTS INCORPORATED BY REFERENCE
 None




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##### 



Grubb &
    Ellis Apartment REIT, Inc.
    (A Maryland Corporation)
   TABLE OF
    CONTENTS
  PagePART IItem 1.

Business


3Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


34Item 2.

Properties


34Item 3.

Legal Proceedings


35Item 4.

Submission of Matters to a Vote of Security
    Holders


35PART IIItem 5.

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


36Item 6.

Selected Financial Data


38Item 7.

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


40Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


59Item 8.

Financial Statements and Supplementary Data


60Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


60Item 9A(T).

Controls and Procedures


60Item 9B.

Other Information


61PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


62Item 11.

Executive Compensation


67Item 12.

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


70Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


71Item 14.

Principal Accounting Fees and Services


77PART IVItem 15.

Exhibits, Financial Statement Schedules


78SIGNATURES


113EXHIBIT 21.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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PART I  Item 1.
    Business.  The use of the words we, us or
    our refers to Grubb & Ellis Apartment
    REIT, Inc. and its subsidiaries, including Grubb &
    Ellis Apartment REIT Holdings, L.P., except where the context
    otherwise requires.
  OUR
    COMPANY
         3




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Developments
    during 2007 and 2008
  
    On February 22, 2007, our board of directors approved a
    7.0% per annum distribution to be paid to stockholders. The
    increased distribution began with the March 2007 monthly
    distribution, which was paid on April 15, 2007.
    Distributions are paid to stockholders on a monthly basis.
    On November 1, 2007, we entered into a loan agreement with
    Wachovia Bank, National Association, or Wachovia, for a loan in
    the principal amount of up to $10,000,000, or the Wachovia Loan,
    which matures on November 1, 2008 and has an option to
    extend for one year subject to satisfaction of certain
    conditions.
    As of December 31, 2007, we owned interests in six
    properties in Texas consisting of 1,819 apartment units, one
    property in North Carolina consisting of 160 apartment units,
    and two properties in Virginia consisting of 394 apartment units
    for a total of 2,373 apartment units.
    As of March 14, 2008, we had received and accepted
    subscriptions in our Offering for 9,710,660 shares of our
    common stock, or $97,015,000, excluding shares issued under the
    DRIP. 4




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Our
    Structure
    
 5




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(714) 667-8252. www.gbe-reits.com www.gbe-reits.com
 6




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CURRENT
    INVESTMENT OBJECTIVES AND POLICIES
  General
    
    stable cash flow available for distribution;
    preservation and protection of capital; and
    growth of income and principal without undue risk.    
    invest in income producing real property generally through
    equity investments in a manner which permits us to qualify as a
    REIT for federal income tax purposes; and
    realize capital appreciation upon the ultimate sale of our
    properties.      Business
    Strategies
    Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
    and/or
   7




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Leveraging
    the Experience of Our Management
          Acquisition
    Strategies
  Types
    of Investments
         8




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Acquisition
    Standards
  and/or
  lease-up lease-up lease-up
       9




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
    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 premier Class A 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.
    We seek to acquire apartment communities at favorable prices and
    obtain immediate income from tenant rents, with the potential
    for appreciation in value over time.    
    geographic location and type;
    construction quality and condition;
    potential for capital appreciation;
    the general credit quality of current and potential tenants;
    the potential for rent increases;
    the interest rate environment;
    potential for economic growth;
    the tax and regulatory environment of the community in which the
    property is located;
    potential for expanding the physical layout of the property;
    occupancy and demand by tenants for properties of a similar type
    in the same geographic vicinity;
    prospects for liquidity through sale, financing or refinancing
    of the property;
    competition from existing properties and the potential for the
    construction of new properties in the area; and
    treatment under applicable federal, state and local tax and
    other laws and regulations.         10




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Property
    Acquisition
          Joint
    Venture Investments
  tenant-in-common
    
    there are no duplicate property management or other fees;
    each entitys investment is on substantially the same terms
    and conditions; and
    we have a right of first refusal if our advisor or its
    affiliates wish to sell its interest in the property held in
    such arrangement.   11




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Operating
    Strategies
    
    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
    Strategies
      
    in the judgment of our advisor, the value of a property might
    decline substantially;
    an opportunity has arisen to improve other properties;
    we can increase cash flow through the disposition of the
    property; or
    in our judgment, the sale of the property is in our best
    interests and the best interests of our stockholders.     12




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FINANCING
    POLICIES
         13




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BOARD
    REVIEW OF OUR INVESTMENT OBJECTIVES AND POLICIES
    TAX
    STATUS
    DISTRIBUTION
    POLICY
   14




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COMPETITION
        GOVERNMENT
    REGULATIONS
    Costs of Compliance with the Americans with Disabilities
    Act.
  Costs of Government Environmental Regulation and Private
    Litigation.
  Use of Hazardous Substances by Some of Our Residents.
  Other Federal, State and Local Regulations.
 15




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EMPLOYEES
    FINANCIAL
    INFORMATION ABOUT INDUSTRY SEGMENTS
    Item 1A.
    Risk
    Factors.  Limited
    Operating History
  We and
    our advisor have limited business operations, which makes our
    future performance and the performance of an investment in our
    common stock difficult to predict.
    We
    have only identified ten specific investments to make with the
    net proceeds as of March 28, 2008.
    If we
    are unable to find suitable investments, we may not be able to
    achieve our investment objectives.
   16




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We
    face competition from other apartment communities and for other
    investment opportunities, which may limit our profitability and
    returns to our stockholders.
      There
    may be delays in our investments in real property, and this
    delay may decrease the return to stockholders.
    Limited
    Working Capital
  We
    have limited sources of working capital and may not be able to
    obtain capital on acceptable terms or at all, decreasing the
    value of your investment.
    Lack of
    Investment Diversification
  We are
    not diversified and 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.
    The
    effect of adverse conditions at specific properties will be
    magnified to the extent we are able to acquire only a limited
    number of properties.
   17




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Acquisition
    Risks
  Our
    inability to obtain funding for acquisitions could prevent us
    from realizing our objectives and would adversely impact the
    distributions we pay to our stockholders and the value of an
    investment in shares of our common stock.
        We are
    likely to incur mortgage and other indebtedness, which may
    increase our business risks.
        Competition
    with entities that have greater financial resources could make
    it more difficult for us to acquire attractive properties and
    achieve our investment objectives.
   18




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Distributions
    May be Paid with Offering Proceeds or Borrowed Funds and May
    Include a Return of Capital
  We may
    not have sufficient cash available from operations to pay
    distributions. As a result, distributions may be paid with
    offering proceeds or borrowed funds and may include a return of
    capital.
    on-site
      No Market
    for Our Common Stock
  The
    absence of a public market for our common stock makes it
    difficult for our stockholders to sell their
    shares.
   19




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The
    per-share offering price of our common stock has been
    arbitrarily established by us and may not reflect the true value
    of shares of our common stock; therefore stockholders may have
    paid more for a share of our common stock than such share is
    actually worth.
    Conflicts
    of Interest
    
    any person directly or indirectly owning, controlling or
    holding, with the power to vote, 10.0% or more of the
    outstanding voting securities of such other person;
    any person 10.0% or more of whose outstanding voting securities
    are directly or indirectly owned, controlled or held, with the
    power to vote, by such other person;
    any person directly or indirectly controlling, controlled by or
    under common control with such other person;
    any executive officer, director, manager, trustee or general
    partner of such other person; and
    any legal entity for which such person acts as an executive
    officer, director, manager, trustee or general partner.  The
    conflicts of interest described below may mean we are not
    managed solely in our stockholders best interests, which
    may adversely affect our results of operations and the value of
    an investment in our common stock.
       20




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The
    absence of arms-length bargaining may mean that our
    agreements are not as favorable to our stockholders as they
    otherwise would have been.
   21




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Our
    advisor may be entitled to receive significant compensation in
    the event of our liquidation or in connection with a termination
    of the Advisory Agreement.
    Borrowings
    may Increase Our Business Risks
  As we
    incur indebtedness, we increase the expenses of our operations,
    which could result in a decrease in cash available for
    distribution to our stockholders.
   22




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Borrowing
    increases our business risks.
    We may
    incur indebtedness secured by our properties, which subjects
    those properties to foreclosure.
    Increases
    in interest rates could increase the amount of our debt payments
    and adversely affect our ability to make cash distributions to
    our stockholders.
    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.
    Restrictions
    on Share Repurchase Plan
  Our
    stockholders are limited in their ability to sell their shares
    pursuant to our share repurchase plan, and repurchases are made
    at our sole discretion.
     23




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Our
    stockholders interests may be diluted in various ways,
    which may result in lower returns to our
    stockholders.
        Federal
    Income Tax Requirements
  The
    requirement to distribute at least 90.0% of our taxable income
    may require us to borrow, sell assets or issue additional
    securities for cash, which would increase the risks associated
    with an investment in shares of our common stock.
   24




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Our
    failure to continue to qualify as a REIT would subject us to
    corporate income tax and would materially impact our
    earnings.
      SEC
    Investigation of Triple Net Properties, LLC
  The
    ongoing SEC investigation of Triple Net Properties, LLC could
    adversely impact our advisors ability to perform its
    duties to us.
      Risks
    Related to Our Advisor and its Affiliates
  Our
    ability to operate profitably depends upon the ability of our
    advisor and its management team.
   25




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Our
    advisor may terminate the Advisory Agreement, which would
    require us to find a new advisor.
      If our
    advisor cannot retain the services of its key executives, their
    replacements may not manage us as effectively.
    Our
    advisor and its affiliates have no obligation to defer or
    forgive fees or loans or advance any funds to us, which could
    reduce our ability to make investments or pay
    distributions.
   26




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Advisors
    Broad Discretion in Allocating Proceeds
  Stockholders
    have little, if any, control over how the proceeds from our
    Offering are spent.
    Investment
    Company Act
  Our
    stockholders investment returns may be reduced if we are
    required to register as an investment company under the
    Investment Company Act.
    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates; and
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly change our operations.  and/or
    Joint
    Venture Arrangements
  Any
    joint venture arrangements may not solely reflect our
    stockholders best interests.
   27




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Investing
    in properties through joint ventures subjects that investment to
    increased risk.
    
    the risk that our co-venturer or partner in an investment might
    become bankrupt;
    the risk that such co-venturer or partner may at any time have
    economic or business interests or goals which are inconsistent
    with our business interests or goals; or
    the risk that such co-venturer or partner may be in a position
    to take action contrary to our instructions or requests are
    contrary to our policies or objectives, such as selling a
    property at a time when it would have adverse consequences for
    our stockholders.    Our
    Ability to Change Policies without a Stockholder Vote;
    Limitation on Debt
  Most
    of our policies, including the limits on debt, may be changed or
    eliminated by our board of directors at any time without a vote
    of the stockholders.
    Possible
    Adverse Consequences of Limits on Ownership and Transfer of Our
    Shares of Our Common Stock
  The
    limitation on ownership of our common stock prevents a
    stockholder from acquiring more than 9.9% of our 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;
    will not recognize his or her voting rights for those excess
    shares; and
    may consider the excess shares held in trust for the benefit of
    a charitable beneficiary.   28




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
    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.  Potential
    Anti-Takeover Effects
  Limitations
    on share ownership and transfer may deter a sale of our common
    stock in which our stockholders could profit.
    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.
    Maryland
    takeover statutes may deter others from seeking to acquire us
    and prevent our stockholders from making a profit in such
    transaction.
    Dilution
  Upon
    investment in our common stock, our stockholders experience an
    immediate dilution of $1.00 per share.
   29




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Several
    dilutive potential events could cause the fair market and book
    value of an investment in our common stock to
    decline.
    
    future offerings of our securities, including issuances under
    the DRIP and up to 50,000,000 shares of any preferred stock
    that our board may authorize;
    private issuances of our securities to other investors,
    including institutional investors;
    issuances of our securities under 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.  Dilution
    and Our Operating Partnership
  Our
    advisor may receive economic benefits from its status as a
    special limited partner without bearing any of the investment
    risk.
    Our
    Seller Financing may Delay Liquidation or Reinvestment
  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 for the purchaser of such
    properties.
   30




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Negative
    Characteristics of Real Estate Investments
  We
    depend upon our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to our stockholders.
    
    changes in national, regional or local economic conditions;
    changes in local market conditions; and
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption.      A
    default by a mortgagor on any mortgage loan we hold may reduce
    our revenues and cash available for distribution 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.  Lack
    of diversification and liquidity of real estate could make it
    difficult for us to sell underperforming properties or recover
    our investment in one or more properties.
   31




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Lack
    of geographic diversity may expose us to regional economic
    downturns that could adversely impact our operations or our
    ability to recover our investment in one or more
    properties.
    Costs
    required to become compliant with the ADA at our properties may
    affect our ability to make distributions to our
    stockholders.
    Discovery
    of previously undetected environmentally hazardous conditions
    may decrease our revenues and the return on an investment in our
    common stock.
    Losses
    for which we either could not or did not obtain insurance, and
    lender requirements to obtain terrorism insurance, will
    adversely affect our earnings.
   32




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Dramatic
    increases in insurance rates could adversely affect our cash
    flow and our ability to make distributions to our
    stockholders.
    An
    investment in unimproved real property will take longer to
    produce returns and will be riskier than investments in
    developed property.
  and/or
  Effects
    of ERISA Regulations
  Our
    common stock may not be a suitable investment for qualified
    pension and profit-sharing trusts.
    
    whether the investment satisfies the diversification
    requirements of ERISA,
    or other applicable restrictions imposed by ERISA; and
    whether the investment is prudent and suitable, since we
    anticipate that initially there will be no market in which our
    stockholders can sell or otherwise dispose of our shares.       33




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties.    Real
    Estate Investments
    Annual RentDate



% Physical


per LeasedProperty Name

Property Location

# of Units

% Owned


Acquired

Annual Rent(1)

Occupancy(2)


Unit(3)Consolidated Properties:Walker Ranch Apartment Homes

San Antonio, TX

325


100
%

10/31/06

$
3,506,000


94.5
%

$
11,421Hidden Lake Apartment Homes

San Antonio, TX

380


100
%

12/28/06


3,530,000


92.9



9,999Park at Northgate

Spring, TX

248


100
%

06/12/07


2,361,000


94.8



10,048Residences at Braemar

Charlotte, NC

160


100
%

06/29/07


1,341,000


84.4



9,932Baypoint Resort

Corpus Christi, TX

350


100
%

08/02/07


3,610,000


97.1



10,618Towne Crossing Apartments

Mansfield, TX

268


100
%

08/29/07


2,460,000


87.3



10,513Villas of El Dorado

McKinney, TX

248


100
%

11/02/07


1,965,000


91.1



8,694The Heights at Old Towne

Portsmouth, VA

148


100
%

12/21/07


1,783,000


92.6



13,012The Myrtles at Old Towne

Portsmouth, VA

246


100
%

12/21/07


2,657,000


88.2



12,243Total/Weighted-Average



2,373







$
23,213,000


92.0
%

$
10,628     (1)
    
    Annual rent is based on contractual
    base rent from leases in effect as of December 31, 2007.(2)
    
    Physical occupancy as of
    December 31, 2007.(3)
    
    Average effective annual rent per
    leased unit as of December 31, 2007.      
    we believe all of the properties are adequately covered by
    insurance and are suitable for their intended purposes;
    we have no plans for any material renovations, improvements or
    development of the 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
   34




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Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   35




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    Stockholders
    Distributions
          on-site
      Securities
    Authorized for Issuance under Equity Compensation
    Plans
   36




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Use of
    Public Offering Proceeds
  Form S-11 No. 333-130945)
        Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   37




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Item 6.
    Selected
    Financial Data.    Form 10-K.
  January 10, 2006Selected Financial Data

December 31, 2007


December 31, 2006


(Date of Inception)BALANCE SHEET DATA:Total assets

$
228,814,000


$
67,214,000


$
201,000Mortgage loan payables, net

$
139,318,000


$
19,218,000


$
Stockholders equity

$
66,056,000


$
14,247,000


$
201,000   Period from January 10, 2006For the Year Ended


(Date of Inception) throughDecember 31, 2007


December 31, 2006STATEMENT OF OPERATIONS DATA:Total revenues

$
12,705,000


$
659,000Loss from continuing operations

$
(5,579,000)


$
(523,000)Net loss

$
(5,579,000)


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

$
(1.10)


$
(1.99)Net loss

$
(1.10)


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

$
2,195,000


$
301,000Cash flows used in investing activities

$
(126,965,000)


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

$
125,010,000


$
65,144,000OTHER DATA:Distributions declared

$
3,519,000


$
145,000Distributions declared per share

$
0.68


$
0.14Funds from operations(2)

$
(194,000)


$
(234,000)        38




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The use of the words we, us or
    our refers to Grubb & Ellis Apartment
    REIT, Inc. and its subsidiaries, including Grubb &
    Ellis Apartment REIT Holdings, L.P., except where the context
    otherwise requires.
  Form 10-K.
  Forward-Looking
    Statements
    Overview
    and Background
     40




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Business
    Strategies
    Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
    and/or
 41




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Leveraging
    the Experience of Our Management
          Acquisitions
    in 2006
  Walker
    Ranch Apartment Homes  San Antonio,
    Texas
    Hidden
    Lake Apartment Homes  San Antonio,
    Texas
   42




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Acquisitions
    in 2007
  Park
    at Northgate  Spring, Texas
    Residences
    at Braemar  Charlotte, North Carolina
    Baypoint
    Resort  Corpus Christi, Texas
    Towne
    Crossing Apartments  Mansfield, Texas
    Villas
    of El Dorado  McKinney, Texas
    The
    Heights at Old Towne  Portsmouth,
    Virginia
   43




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##### Table of Contents



The
    Myrtles at Old Towne  Portsmouth,
    Virginia
    Leverage
    Proposed
    Acquisition of Arboleda Luxury Apartments
      Critical
    Accounting Policies
    Use of
    Estimates
   44




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##### Table of Contents



Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent 99-19. 99-19
    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 manner in which the asset is used.    Properties
    Held for Sale
  Accounting for the Impairment or Disposal of
    Long Lived Assets,
 45




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##### Table of Contents




    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
       46




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##### Table of Contents



Qualification
    as a REIT
      Factors
    which may Influence Results of Operations
  Rental
    Income
    Offering
    Proceeds
    Sarbanes-Oxley
    Act
     47




---



##### Table of Contents



Results
    of Operations
        Revenues
    Rental
    Expenses
    General
    and Administrative
    Depreciation
    and Amortization
   48




---



##### Table of Contents



Interest
    Expense
    Interest
    and Dividend Income
    Net
    Loss
    Liquidity
    and Capital Resources
           49




---



##### Table of Contents



Other
    Liquidity Needs
        Cash
    Flows
     50




---



##### Table of Contents



Distributions
        Year Ended December 31, 2007


Year Ended December 31, 2006Ordinary income

$




%


$




%Capital gain














Return of capital


3,115,000



100%



68,000



100%$
3,115,000



100%


$
68,000



100%   on-site
     51




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##### Table of Contents



Capital
    Resources
  Financing
    Mortgage
    Loan Payables
      Interest

Maturity


December 31,


December 31,Property

Rate

Date


2007


2006Hidden Lake Apartment Homes

5.34%


01/11/2017


$
19,218,000


$
19,218,000Walker Ranch Apartment Homes

5.36%


05/11/2017



20,000,000



Residences at Braemar

5.72%


06/01/2015



9,662,000



Park at Northgate

5.94%


08/01/2017



10,295,000



Baypoint Resort

5.94%


08/01/2017



21,612,000



Towne Crossing Apartments

5.04%


11/01/2014



15,289,000



Villas of El Dorado

5.68%


12/01/2016



13,600,000



The Heights at Old Towne

5.79%


01/01/2018



10,475,000



The Myrtles at Old Towne

5.79%


01/01/2018



20,100,000



140,251,000



19,218,000Less: discount








(933,000
)


$
139,318,000


$
19,218,000  52




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##### Table of Contents



Unsecured
    Note Payables to Affiliate
    Date of Note

Amount


Maturity Date

Interest Rate

Default Interest Rate

Date Paid in Full12/28/06

$
10,000,000


06/28/07

6.86%

8.86%

04/06/0706/29/07

$
3,300,000


12/29/07

6.85%

8.85%

07/31/0708/01/07

$
13,200,000


02/01/08

6.86%

8.86%

08/22/0708/29/07

$
5,400,000


03/01/08

6.85%

8.85%

10/17/0712/21/07

$
10,000,000


06/20/08

7.46%

9.46%

02/20/08       Lines of
    Credit
  Line of
    Credit and Mezzanine Line of Credit
           53




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##### Table of Contents



Wachovia Loan
        REIT
    Requirements
    Commitments
    and Contingencies
  Repairs
    and Maintenance Expenses
    Organizational,
    Offering and Related Expenses
   54




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##### Table of Contents



Insurance
    Coverage
    Debt
    Service Requirements
        Contractual
    Obligations
    Payments Due by PeriodLess than 1 Year


1-3 Years


4-5 Years


More than 5 Years(2008)


(2009-2010)


(2011-2012)


(After 2012)


TotalPrincipal payments  fixed rate debt

$
7,991,000


$
853,000


$
947,000


$
138,060,000


$
147,851,000Interest payments  fixed rate debt


8,127,000



15,652,000



15,559,000



31,601,000



70,939,000Principal payments  variable rate debt


10,000,000















10,000,000Interest payments  variable rate debt


















Repairs and maintenance


176,000















176,000Total

$
26,294,000


$
16,505,000


$
16,506,000


$
169,661,000


$
228,966,000  55




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Inflation
    Funds
    from Operations
         56




---



##### Table of Contents



Period fromJanuary 10, 2006(Date of Inception)Year Ended


throughDecember 31, 2007


December 31, 2006Net loss

$
(5,579,000)


$
(523,000)Add:Depreciation and amortization  consolidated properties


5,385,000



289,000FFO

$
(194,000)


$
(234,000)Weighted average common shares outstanding  basic and
    diluted


5,063,942



262,609   Subsequent
    Events
  Status
    of our Offering
    Unsecured
    Note Payable to Affiliate
    Share
    Repurchases
    Related
    Party Services Agreement
    Proposed
    Acquisition of Arboleda Luxury Apartments
   57




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##### Table of Contents



Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurement, SFAS No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13, FAS 157-1. FAS 157-1 FAS 157-1 Accounting for Leases FAS 157-1 FAS 157-1
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities,
  Business Combinations, Noncontrolling Interests in
    Consolidated Financial Statements  An Amendment of
    ARB No. 51,
  Disclosures about Derivative Instruments and Hedging
    Activities
 58




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.          Expected Maturity Date2008


2009


2010


2011


2012


Thereafter


Total


Fair ValueFixed rate debt

$
7,991,000


$
415,000


$
438,000


$
462,000


$
485,000


$
138,060,000


$
147,851,000



*Average interest rate on maturing debt


7.35%



5.30%



5.30%



5.30%



5.30%



5.61%



5.70%



Variable rate debt

$
10,000,000


$



$



$



$



$



$
10,000,000


$
10,000,000Average interest rate on maturing debt (based on rates in effect
    as of December 31, 2007)


9.84%



%



%



%



%



%



9.84%



   *
    The estimated fair value of our mortgage loan payables was
    $137,958,000 as of December 31, 2007. The estimated fair
    value of the $7,600,000 unsecured note payables to an affiliate
    as of December 31, 2007 is not determinable due to the
    related party nature of the note.     59




---



##### Table of Contents



Expected Maturity Date2007


2008


2009


2010


2011


Thereafter


Total


Fair ValueFixed rate debt

$
10,000,000


$



$



$



$



$
19,218,000


$
29,218,000



*Average interest rate on maturing debt


6.86%



%



%



%



%



5.34%



5.86%



Variable rate debt

$
21,585,000


$



$



$



$



$



$
21,585,000


$
21,585,000Average interest rate on maturing debt (based on rates in effect
    as of December 31, 2007)


6.88%



%



%



%



%



%



6.88%



   *
    The estimated fair value of our mortgage loan payables was
    $19,218,000 as of December 31, 2006. The estimated fair
    value of the $10,000,000 unsecured note payables to an affiliate
    as of December 31, 2006 is not determinable due to the
    related party nature of the note. The fair value of the line of
    credit with Wachovia Bank, National Association, or Wachovia,
    and LaSalle Bank National Association, or LaSalle, which we
    refer to as the line of credit, as of December 31, 2006 was
    $21,585,000.        Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Rules 13a-15(e) 15d-15(e)
 60




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##### Table of Contents



Managements Report on Internal Control over
    Financial Reporting. Rules 13a-15(f) 15d-15(f).
      Changes in internal control over financial
    reporting.
  Form 10-K Form 10-K.
  Item 9B.
    Other
    Information.   61




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Name

Age

Position

Term of OfficeStanley J. Olander, Jr.


53


Chief Executive Officer, President and Chairman of the Board of
    Directors

Since 2006David L. Carneal


44


Executive Vice President and Chief Operating Officer

Since 2006Gus G. Remppies


47


Executive Vice President and Chief Investment Officer

Since 2006Scott D. Peters


50


Executive Vice President and Director

Since 2006Shannon K S Johnson


30


Chief Financial Officer

Since 2006Andrea R. Biller


58


Secretary

Since 2006Glenn W. Bunting, Jr.


63


Independent Director

Since 2006Robert A. Gary, IV


54


Independent Director

Since 2006W. Brand Inlow


54


Independent Director

Since 2006     Stanley J. (Jay) Olander, Jr.
  David L. Carneal
  Gus G. Remppies
 62




---



##### Table of Contents



Scott D. Peters
  Shannon K S Johnson
  Andrea R. Biller
  Glenn W. Bunting, Jr.
 63




---



##### Table of Contents



Robert A. Gary, IV
  W. Brand Inlow
  Our
    Advisor
  Management
    Name

Age

PositionStanley J. Olander, Jr.


53


Chief Executive OfficerScott D. Peters


50


Executive Vice President and Chief Financial OfficerAndrea R. Biller


58


Executive Vice PresidentDavid L. Carneal


44


Executive Vice President and Chief Operating OfficerGus G. Remppies


47


Executive Vice President and Chief Investment Officer      64




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##### Table of Contents



Grubb &
    Ellis, NNN Realty Advisors and Grubb & Ellis Realty
    Investors
          Committees
    of Our Board of Directors
    Acquisition
    Committee
   65




---



##### Table of Contents



Audit
    Committee
    
    makes recommendations to our board of directors concerning the
    engagement of independent public accountants;
    reviews the plans and results of the audit engagement with the
    independent public accountants;
    approves professional services provided by, and the independence
    of, the independent public accountants;
    considers the range of audit and non-audit fees; and
    consults with the independent public accountants regarding the
    adequacy of our internal accounting controls.  2006
    Incentive Award Plan
         66




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##### Table of Contents



Amendment
    and Termination of the 2006 Incentive Award Plan
      Code of
    Business Conduct and Ethics
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Item 11.
    Executive
    Compensation.  Executive
    Compensation
  Form 10-K.
  Option/SAR
    Grants in Last Fiscal Year
   67




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##### Table of Contents



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


Change inFees Earned








Incentive


Pension Value andor Paid


Stock


Option


Plan


Nonqualified Deferred


All Otherin Cash


Awards


Awards


Compensation


Compensation Earnings


Compensation


TotalName(a)

($)(b)(1)


($)(c)(2)


($)(d)


($)(e)


($)(f)


($)(g)


($)(h)Stanley J. Olander, Jr.(3)

$



$



$



$



$



$



$
Scott. D. Peters(3)(4)

$



$



$



$



$



$



$
Glenn W. Bunting, Jr.

$
30,500


$
5,100


$



$



$



$



$
35,600Robert A. Gary, IV

$
37,500


$
5,100


$



$



$



$



$
42,600W. Brand Inlow

$
31,500


$
5,100


$



$



$



$



$
36,600Louis J. Rogers(3)(5)

$



$



$



$



$



$



$
     Basic AnnualRetainer


Meeting FeesDirector

Role

($)


($)Olander

Chairman of the Board

$



$
Peters

Director

$



$
Bunting

Member, Audit Committee

$
15,000


$
15,500Gary

Chairman, Audit Committee

$
15,000


$
22,500Inlow

Member, Audit Committee

$
15,000


$
16,500Rogers

Director

$



$
    68




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##### Table of Contents



Share-Based Payment
    Full GrantNumber of


Date FairRestricted


Value ofDirector

Grant Date


Shares (#)


Award ($)Olander









$
Peters









$
Bunting


06/12/07



1,000


$
10,000Gary


06/12/07



1,000


$
10,000Inlow


06/12/07



1,000


$
10,000Rogers









$

     NonvestedDirector

Restricted StockOlander


Peters


Bunting


1,400Gary


1,400Inlow


1,400Rogers



        69




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  PRINCIPAL
    STOCKHOLDERS
    Number of Sharesof Common StockName of Beneficial Owners(1)

Beneficially Owned

PercentageStanley J. Olander, Jr.(2)


22,223




*Glenn W. Bunting, Jr.(3)


2,159




*Robert A. Gary, IV(3)


2,000




*W. Brand Inlow(3)


2,000




*All directors and executive officers as a group (9 persons)


28,382




*
     *
    
    Represents less than 1.0% of our outstanding common stock.(1)
    
    The address of each beneficial owner listed is
    c/o Grubb &
    Ellis Apartment REIT, Inc., 1551 N. Tustin Avenue,
    Suite 300, Santa Ana, California 92705.(2)
    
    Includes 22,223 shares of our common stock owned by our
    advisor. Stanley J. Olander, Jr. is the chief executive officer
    of our advisor. Our advisor also owns 100 units of
    Grubb & Ellis Apartment REIT Holdings, L.P., or our
    operating partnership.(3)
    
    Includes vested and nonvested restricted shares of common stock.  EQUITY
    COMPENSATION PLAN INFORMATION
    Number of Securities



Number ofto be Issued Upon

Weighted Average

SecuritiesExercise of

Exercise Price of

RemainingOutstanding Options,

Outstanding Options,

Available for FuturePlan Category

Warrants and Rights

Warrants and Rights

IssuanceEquity compensation plans approved by security holders(1)










1,993,800Equity compensation plans not approved by security holders










Total










1,993,800
    70




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Relationships
    Among Our Affiliates
  and/or
        Fees and
    Expenses Paid to Affiliates
    Offering
    Stage
  Selling
    Commissions
   71




---



##### Table of Contents



Marketing
    Support Fee and Due Diligence Expense Reimbursements
    Other
    Organizational and Offering Expenses
    Acquisition
    and Development Stage
  Acquisition
    Fees
    Reimbursement
    of Acquisition Expenses
   72




---



##### Table of Contents



Operational
    Stage
  Asset
    Management Fee
    Property
    Management Fees
    On-site
    Personnel Payroll
  on-site
  Operating
    Expenses
      Compensation
    for Additional Services
   73




---



##### Table of Contents



Liquidity
    Stage
  Disposition
    Fees
    Incentive
    Distribution Upon Sales
    Incentive
    Distribution Upon Listing
    Fees
    Payable upon Termination of Advisory Agreement
   74




---



##### Table of Contents



Accounts
    Payable Due to Affiliates, Net
    December 31,


December 31,Entity

Fee

2007


2006Grubb & Ellis Realty Investors

Operating Expenses

$
50,000


$
325,000Grubb & Ellis Realty Investors

Offering Costs


270,000



53,000Grubb & Ellis Realty Investors

Due Diligence






18,000Grubb & Ellis Realty Investors

On-site Payroll


10,000



Grubb & Ellis Securities

Selling Commissions, Marketing Support Fees
    and Due Diligence Expense Reimbursements


153,000



93,000Residential Management

Property Management Fees


9,000



Realty

Asset and Property Management Fees


284,000



Realty

Acquisition Fees






961,000$
776,000


$
1,450,000   Unsecured
    Note Payables to Affiliate
    Date of Note

Amount


Maturity Date

Interest Rate

Default Interest Rate

Date Paid in Full12/28/06

$
10,000,000


06/28/07

6.86%

8.86%

04/06/0706/29/07

$
3,300,000


12/29/07

6.85%

8.85%

07/31/0708/01/07

$
13,200,000


02/01/08

6.86%

8.86%

08/22/0708/29/07

$
5,400,000


03/01/08

6.85%

8.85%

10/17/0712/21/07

$
10,000,000


06/20/08

7.46%

9.46%

02/20/08         Director
    and Former Presidents Financial Arrangement with Legal
    Counsel
     75




---



##### Table of Contents



Process
    for Resolution of Conflicting Opportunities
        Director
    Independence
     76




---



##### Table of Contents



Item 14.  Principal
    Accounting Fees and Services.      Services

2007


2006Audit fees(1)

$
410,000


$
99,000Audit-related fees(2)


10,000



Tax fees(3)


5,000



All other fees






Total

$
425,000


$
99,000          77




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  (a)(1) Financial
    Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


79Consolidated Balance Sheets as of
    December 31, 2007 and 2006


80Consolidated Statements of Operations for the
    Year Ended December 31, 2007 and for the Period from
    January 10, 2006 (Date of Inception) through
    December 31, 2006


81Consolidated Statements of Stockholders
    Equity for the Year Ended December 31, 2007 and for the
    Period from January 10, 2006 (Date of Inception) through
    December 31, 2006


82Consolidated Statements of Cash Flows for the
    Year Ended December 31, 2007 and for the Period from
    January 10, 2006 (Date of Inception) through
    December 31, 2006


83Notes to Consolidated Financial Statements


84   (a)(2) Financial
    Statement Schedules:
    PageValuation and Qualifying Accounts
    (Schedule II)


109Real Estate Operating Properties and Accumulated
    Depreciation (Schedule III)


110     (a)(3) Exhibits:
    (b) Exhibits:
    (c) Financial
    Statement Schedules:
  PageValuation and Qualifying Accounts
    (Schedule II)


109Real Estate Operating Properties and Accumulated
    Depreciation (Schedule III)


110  78




---



##### Table of Contents



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




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
 CONSOLIDATED
    BALANCE SHEETS

As of December 31, 2007 and 2006 December 31, 2007


December 31, 2006ASSETSReal estate investments:Operating properties, net

$
220,390,000


$
63,685,000Cash and cash equivalents


1,694,000



1,454,000Accounts and other receivables


438,000



170,000Restricted cash


3,286,000



192,000Identified intangible assets, net


1,171,000



904,000Other assets, net


1,835,000



809,000Total assets

$
228,814,000


$
67,214,000LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS
    EQUITYLiabilities:Mortgage loan payables, net

$
139,318,000


$
19,218,000Unsecured note payables to affiliate


7,600,000



10,000,000Lines of credit


10,000,000



21,585,000Accounts payable and accrued liabilities


4,388,000



529,000Accounts payable due to affiliates, net


776,000



1,450,000Security deposits and prepaid rent


675,000



184,000Total liabilities


162,757,000



52,966,000Commitments and contingencies (Note 8)Minority interest of limited partner in operating partnership


1,000



1,000Stockholders equity:Preferred stock, $0.01 par value; 50,000,000 shares
    authorized; none issued and outstanding






Common stock, $0.01 par value; 300,000,000 shares
    authorized; 8,528,844 and 1,686,068 shares issued and
    outstanding as of December 31, 2007 and 2006, respectively


85,000



17,000Additional paid-in capital


75,737,000



14,898,000Accumulated deficit


(9,766,000)



(668,000)Total stockholders equity


66,056,000



14,247,000Total liabilities, minority interest and stockholders
    equity

$
228,814,000


$
67,214,000    80




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2007 and

for the Period from January 10, 2006 (Date of Inception)
    through December 31, 2006 Period from January 10, 2006Year Ended

(Date of Inception) throughDecember 31, 2007

December 31, 2006Revenues:Rental income

$
11,610,000

$
615,000Other property revenue


1,095,000


44,000Total revenues


12,705,000


659,000Expenses:Rental expenses


6,223,000


266,000General and administrative


2,383,000


294,000Depreciation and amortization


5,385,000


289,000Total expenses


13,991,000


849,000Loss before other income (expense)


(1,286,000)


(190,000)Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to mezzanine line of credit and note
    payables to affiliate


(204,000)


(25,000)Interest expense related to mortgage loan payables and line of
    credit


(4,182,000)


(314,000)Interest and dividend income


91,000


6,000Other income, net


2,000


Net loss

$
(5,579,000)

$
(523,000)Net loss per share  basic and diluted

$
(1.10)

$
(1.99)Weighted-average number of shares outstanding 
    basic and diluted


5,063,942


262,609Distributions declared per common share

$
0.68

$
0.14    81




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
    For the Year Ended December 31, 2007 
    and for the Period from January 10, 2006 (Date of
    Inception)
    through December 31, 2006  Common Stock







TotalNumber of



Additional

Preferred

Accumulated

StockholdersShares

Amount

Paid-In Capital

Stock

Deficit

EquityBALANCE  January 10, 2006




$


$


$


$


$
Issuance of common stock


1,680,776


17,000


16,752,000








16,769,000Issuance of vested and nonvested common stock


4,000





8,000








8,000Offering costs








(1,884,000)








(1,884,000)Forfeiture of nonvested shares of common stock


(800)





(1,000)








(1,000)Amortization of nonvested common stock compensation








3,000








3,000Issuance of common stock under the DRIP


2,092





20,000








20,000Distributions














(145,000)


(145,000)Net loss














(523,000)


(523,000)BALANCE  December 31, 2006


1,686,068


17,000


14,898,000





(668,000)


14,247,000Issuance of common stock


6,707,393


67,000


66,934,000








67,001,000Issuance of vested and nonvested common stock


3,000





6,000








6,000Offering costs








(7,367,000)








(7,367,000)Amortization of nonvested common stock compensation








9,000








9,000Issuance of common stock under the DRIP


132,383


1,000


1,257,000








1,258,000Distributions














(3,519,000)


(3,519,000)Net loss














(5,579,000)


(5,579,000)BALANCE  December 31, 2007


8,528,844

$
85,000

$
75,737,000

$


$
(9,766,000)

$
66,056,000    82




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2007 and for the Period
    from
    January 10, 2006 (Date of Inception) through
    December 31, 2006  Period from January 10, 2006Year Ended


(Date of Inception)December 31,


through2007


December 31, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(5,579,000)


$
(523,000)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization (including deferred financing
    costs and debt discount)


5,665,000



319,000Stock based compensation, net of forfeitures


15,000



11,000Bad debt expense


264,000



Changes in operating assets and liabilities:Accounts and other receivables


(307,000)



(43,000)Other assets


218,000



(97,000)Accounts payable and accrued liabilities


2,125,000



344,000Accounts payable due to affiliates, net


28,000



325,000Prepaid rent


(234,000)



(35,000)Net cash provided by operating activities


2,195,000



301,000CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of real estate operating properties


(123,657,000)



(63,794,000)Capital expenditures


(215,000)



(4,000)Restricted cash


(3,093,000)



(193,000)Net cash used in investing activities


(126,965,000)



(63,991,000)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on mortgage loan payables


82,482,000



19,218,000Borrowings on unsecured note payables to affiliate


31,900,000



10,000,000Payments on mortgage loan payables


(137,000)



Payments on unsecured note payables to affiliate


(34,300,000)



(Repayments) borrowings under lines of credit, net


(11,585,000)



21,585,000Deferred financing costs


(1,174,000)



(543,000)Proceeds from issuance of common stock


66,796,000



16,651,000Minority interest contribution to operating partnership






1,000Security deposits


(7,000)



Payment of offering costs


(7,108,000)



(1,720,000)Distributions


(1,857,000)



(48,000)Net cash provided by financing activities


125,010,000



65,144,000NET CHANGE IN CASH AND CASH EQUIVALENTS


240,000



1,454,000CASH AND CASH EQUIVALENTS  Beginning of period


1,454,000



CASH AND CASH EQUIVALENTS  End of period

$
1,694,000


$
1,454,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:Interest

$
3,843,000


$
128,000Income taxes

$
2,000


$
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Investing Activities:Capital expenditures

$
17,000


$
The following represents the increase in certain assets and
    liabilities in connection with our acquisitions of operating
    properties:Accounts and other receivable

$
20,000


$
11,000Other assets

$
314,000


$
185,000Mortgage loan payables, net

$
37,709,000


$
Accrued expenses

$
1,385,000


$
94,000Accounts payable due to affiliates, net

$



$
961,000Security deposits and prepaid rent

$
732,000


$
222,000Financing Activities:Issuance of common stock under the DRIP

$
1,258,000


$
20,000Distributions declared but not paid

$
481,000


$
77,000Accrued offering costs

$
423,000


$
164,000Accrued deferred financing costs

$
4,000


$
13,000Receivable from transfer agent for issuance of common stock

$
323,000


$
118,000    83




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
 NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 For the Year Ended December 31, 2007 and for the
    Period from January 10, 2006
 (Date of Inception) through December 31, 2006
  The use of the words we, us or
    our refers to Grubb & Ellis Apartment
    REIT, Inc. and its subsidiaries, including Grubb &
    Ellis Apartment REIT Holdings, L.P., except where the context
    otherwise requires.
  1.
    Organization
    and Description of Business         84




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    Summary
    of Significant Accounting Policies    Basis
    of Presentation
  Consolidation of
    Variable Interest Entities, an Interpretation of Accounting
    Research Bulletin No. 51,
  Use of
    Estimates
    Cash
    and Cash Equivalents
    Restricted
    Cash
   85




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent 99-19. 99-19
    Properties
    Held for Sale
  Accounting for the Impairment or Disposal of
    Long Lived Assets
    
    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
 86




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  lease-up
          Operating
    Properties
     87




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Assets
    Fair
    Value of Financial Instruments
  Disclosures About Fair Value of
    Financial Instruments
          Concentration
    of Credit Risk
   88




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Organizational,
    Offering and Related Expenses
    Stock
    Compensation
  Share-Based Payment
  Income
    Taxes
    Accounting for
    Uncertainty in Income
  Per
    Share Data
  Earnings Per Share
 89




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Segment
    Disclosure
  Disclosures about
    Segments of an Enterprise and Related Information
  Recently
    Issued Accounting Pronouncements
  Fair Value Measurement, SFAS No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13, FAS 157-1. FAS 157-1 FAS 157-1 Accounting for Leases FAS 157-1 FAS 157-1
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities,
  Business Combinations, Noncontrolling Interests in
    Consolidated Financial Statements  An Amendment of
    ARB No. 51,
 90




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures about Derivative Instruments and Hedging
    Activities
  3.
    Real
    Estate Investments    December 31,


December 31,2007


2006Land

$
24,670,000


$
6,056,000Land improvements


12,592,000



4,301,000Building and improvements


179,226,000



50,722,000Furniture, fixtures and equipment


7,454,000



2,794,000223,942,000



63,873,000Less: accumulated depreciation


(3,552,000)



(188,000)$
220,390,000


$
63,685,000    91




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Acquisitions
    in 2006
  Walker
    Ranch Apartment Homes  San Antonio,
    Texas
    Hidden
    Lake Apartment Homes  San Antonio,
    Texas
    Acquisitions
    in 2007
  Park at
    Northgate  Spring, Texas
    Residences
    at Braemar  Charlotte, North Carolina
    Baypoint
    Resort  Corpus Christi, Texas
    Towne
    Crossing Apartments  Mansfield, Texas
   92




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Villas of
    El Dorado  McKinney, Texas
    The
    Heights at Old Towne  Portsmouth, Virginia
    The
    Myrtles at Old Towne  Portsmouth, Virginia
    Leverage
   93




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Identified
    Intangible Assets    December 31, 2007


December 31, 2006In place leases, net of accumulated amortization of $450,000 and
    $85,000 as of December 31, 2007 and 2006, respectively,
    (with a weighted average remaining life of 5 and 8 months
    as of December 31, 2007 and 2006, respectively)

$
785,000


$
649,000Tenant relationships, net of accumulated amortization of
    $499,000 and $16,000 as of December 31, 2007 and 2006,
    respectively, (with a weighted-average remaining life of 5 and
    15 months as of December 31, 2007 and 2006,
    respectively)


386,000



255,000$
1,171,000


$
904,000       Year

Amount2008

$
1,171,0002009

$
2010

$
2011

$
2012

$
Thereafter

$
   5.
    Other
    Assets    December 31, 2005


December 31, 2006Deferred financing costs, net of accumulated amortization of
    $262,000 and $30,000 as of December 31, 2007 and 2006,
    respectively

$
1,457,000


$
526,000Prepaid expenses and deposits


378,000



283,000$
1,835,000


$
809,000       Year

Amount2008

$
394,0002009

$
264,0002010

$
116,0002011

$
116,0002012

$
116,000Thereafter

$
451,000  94




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Mortgage
    Loan Payables and Unsecured Note Payables to Affiliate  Mortgage
    Loan Payables
      Interest

Maturity


December 31,


December 31,Property

Rate

Date


2007


2006Hidden 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



Residences at Braemar

5.72%


06/01/15



9,662,000



Park at Northgate

5.94%


08/01/17



10,295,000



Baypoint Resort

5.94%


08/01/17



21,612,000



Towne Crossing Apartments

5.04%


11/01/14



15,289,000



Villas of El Dorado

5.68%


12/01/16



13,600,000



The Heights at Old Towne

5.79%


01/01/18



10,475,000



The Myrtles at Old Towne

5.79%


01/01/18



20,100,000



140,251,000



19,218,000Less: discount








(933,000
)


$
139,318,000


$
19,218,000     Year

Amount2008

$
391,0002009

$
415,0002010

$
438,0002011

$
462,0002012

$
485,000Thereafter

$
138,060,000  95




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unsecured
    Note Payables to Affiliate
    Date of Note

Amount


Maturity Date

Interest Rate

Default Interest Rate

Date Paid in Full12/28/06

$
10,000,000


06/28/07

6.86%

8.86%

04/06/0706/29/07

$
3,300,000


12/29/07

6.85%

8.85%

07/31/0708/01/07

$
13,200,000


02/01/08

6.86%

8.86%

08/22/0708/29/07

$
5,400,000


03/01/08

6.85%

8.85%

10/17/0712/21/07

$
10,000,000


06/20/08

7.46%

9.46%

02/20/08       7.
    Lines of
    Credit  Line
    of Credit and Mezzanine Line of Credit
           96




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Wachovia
    Loan
        8.
    Commitments
    and Contingencies  Litigation
    Environmental
    Matters
    Repairs
    and Maintenance Expenses
   97




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Organizational,
    Offering and Related Expenses
    Other
    9.
    Related
    Party Transactions  Fees
    and Expenses Paid to Affiliates
  and/or
  Offering
    Stage
  Selling
    Commissions
    Marketing
    Support Fee and Due Diligence Expense Reimbursements
   98




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Organizational and Offering Expenses
    Acquisition
    and Development Stage
  Acquisition
    Fees
    Reimbursement
    of Acquisition Expenses
    Operational
    Stage
  Asset
    Management Fee
   99




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    Management Fees
    On-site
    Personnel Payroll
  on-site
  Operating
    Expenses
      Compensation
    for Additional Services
   100




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Liquidity
    Stage
  Disposition
    Fees
    Incentive
    Distribution Upon Sales
    Incentive
    Distribution Upon Listing
    Fees
    Payable upon Termination of Advisory Agreement
   101




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Payable Due to Affiliates, Net
    December 31,


December 31,Entity

Fee

2007


2006Grubb & Ellis Realty Investors

Operating Expenses

$
50,000


$
325,000Grubb & Ellis Realty Investors

Offering Costs


270,000



53,000Grubb & Ellis Realty Investors

Due Diligence






18,000Grubb & Ellis Realty Investors

On-site Payroll


10,000



Grubb & Ellis Securities

Selling Commissions, Marketing Support Fees and Due Diligence
    Expense Reimbursements


153,000



93,000Residential Management

Property Management Fees


9,000



Realty

Asset and Property Management Fees


284,000



Realty

Acquisition Fees






961,000$
776,000


$
1,450,000   Unsecured
    Note Payables to Affiliate
    Director
    and Former Presidents Financial Arrangement with Legal
    Counsel
     102




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Minority
    Interest    11.
    Stockholders
    Equity  Common
    Stock
      Preferred
    Stock
    Distribution
    Reinvestment Plan
    Share
    Repurchase Plan
   103




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006
    Incentive Award Plan
          WeightedRestricted


Average GrantCommon


Date FairStock


ValueBalance  January 10, 2006 (Date of Inception)






Granted


4,000


$
10.00Vested


(800
)

$
10.00Forfeited


(800
)

$
10.00Balance  December 31, 2006


2,400


$
10.00Granted


3,000


$
10.00Vested


(1,200
)

$
10.00Forfeited






Balance  December 31, 2007


4,200


$
10.00Expected to vest  December 31, 2007


4,200


$
10.00  104




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Special
    Limited Partner Interest    13.
    Tax
    Treatment of Distributions    Year Ended December 31, 2007

Year Ended December 31, 2006Ordinary income

$



%

$





%Capital gain












Return of capital


3,115,000


100%


68,000



100
%$
3,115,000


100%

$
68,000



100
%   14.
    Business
    Combinations    AcquisitionProperty

DatePark at Northgate

June 12, 2007Residences at Braemar

June 29, 2007Baypoint Resort

August 2, 2007Towne Crossing Apartments

August 29, 2007Villas of El Dorado

November 2, 2007The Heights at Old Towne

December 21, 2007The Myrtles at Old Towne

December 21, 2007      105




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Northgate


Braemar


Baypoint


Towne Crossing


El Dorado


Heights


Myrtlesproperty


property


property


property


property


property


property


TotalLand

$
1,870,000


$
1,564,000


$
5,306,000


$
2,041,000


$
1,622,000


$
2,513,000


$
3,698,000


$
18,614,000Land improvements


1,405,000



1,428,000



826,000



1,492,000



1,363,000



710,000



1,067,000



8,291,000Building and improvements


12,590,000



11,715,000



27,250,000



16,868,000



14,918,000



14,008,000



31,013,000



128,362,000Furniture, fixtures and equipment


963,000



575,000



446,000



719,000



461,000



239,000



1,239,000



4,642,000In place leases


232,000



137,000



381,000



234,000



191,000



162,000



266,000



1,603,000Tenant relationships


88,000



56,000



146,000



94,000



81,000



57,000



93,000



615,000Total assets acquired


17,148,000



15,475,000



34,355,000



21,448,000



18,636,000



17,689,000



37,376,000



162,127,000Debt discount






75,000







904,000















979,000Total liabilities assumed






75,000







904,000















979,000Net assets acquired

$
17,148,000


$
15,550,000


$
34,355,000


$
22,352,000


$
18,636,000


$
17,689,000


$
37,376,000


$
163,106,000       Walker Ranch property


Hidden Lake property


TotalLand

$
3,025,000


$
3,031,000


$
6,056,000Land Improvements


3,513,000



788,000



4,301,000Building and improvements


23,864,000



26,858,000



50,722,000Furniture, fixtures and equipment


896,000



1,894,000



2,790,000In place leases


349,000



385,000



734,000Tenant relationships


124,000



147,000



271,000Net asset acquired

$
31,771,000


$
33,103,000


$
64,874,000    106




---



##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Selected
    Quarterly Financial Data (Unaudited)    Quarters EndedDecember 31,

September 30,2007

2007

June 30, 2007

March 31, 2007Revenues

$
5,014,000


$
3,852,000


$
2,003,000


$
1,836,000Expenses


5,441,000



4,035,000



2,462,000



2,053,000Loss before other income (expense)


(427,000
)


(183,000
)


(459,000
)


(217,000
)Other income (expense)


(1,705,000
)


(1,237,000
)


(599,000
)


(752,000
)Net loss


(2,132,000
)


(1,420,000
)


(1,058,000
)


(969,000
)Loss per share  basic and diluted

$
(0.28
)

$
(0.24
)

$
(0.24
)

$
(0.42
)Weighted average number of shares outstanding  basic
    and diluted


7,590,409



5,990,009



4,374,486



2,293,301   Period fromJanuary 10, 2006Quarters Ended


(Date of Inception)December 31,

September 30,




through2006

2006

June 30, 2006


March 31, 2006Revenues

$
659,000


$



$



$
Expenses


(778,000
)


(71,000
)






Loss before other income (expense)


(119,000
)


(71,000
)






Other income (expense)


(333,000
)










Net loss


(452,000
)


(71,000
)






Loss per share  basic and diluted

$
(0.47
)

$
(3.10
)

$



$
Weighted average number of shares outstanding  basic
    and diluted


958,883



22,866



22,223



22,223   16.
    Subsequent
    Events  Status
    of our Offering
    Unsecured
    Note Payable to Affiliate
    Share
    Repurchases
   107




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Related
    Party Services Agreement
    Proposed
    Acquisition of Arboleda Luxury Apartments
     108




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTSDecember 31, 2007 AdditionsBalance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other





End ofDescription

Period


Expenses


Accounts


Deductions


PeriodPeriod from January 10, 2006 (Date of Inception) through
    December 31, 2006  Reserve deducted from
    accounts receivable

$



$



$



$



$
For the Year Ended December 31, 2007  Reserve
    deducted from accounts receivable

$



$



$



$



$
  109




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##### Table of Contents





Grubb &
    Ellis Apartment REIT, Inc.
  SCHEDULE III  REAL ESTATE
    OPERATING PROPERTIES AND
    ACCUMULATED DEPRECIATION
 December 31, 2007
  Maximum Life onWhich DepreciationInitial Cost to Company


Gross Amounts at Which Carried at Close of Period(b)







in LatestBuilding, Improvements





Buildings, Fixtures





Accumulated







Income Statement isEncumbrance


Land


and Fixtures


Land


and Improvements


Total(a)


Depreciation(c)


Date Constructed

Date Acquired


ComputedWalker Ranch Apartment Homes (Residential)

San Antonio, TX

$
20,000,000


$
3,025,000


$
28,273,000


$
3,025,000


$
28,281,000


$
31,306,000


$
(1,214,000)


2004


10/31/06



40 yearsHidden Lake Apartment Homes (Residential)

San Antonio, TX


19,218,000



3,031,000



29,540,000



3,031,000



29,578,000



32,609,000



(892,000)


2004


12/28/06



40 yearsPark at Northgate (Residential)

Spring, TX


10,295,000



1,870,000



14,958,000



1,870,000



14,966,000



16,836,000



(355,000)


2002


06/12/07



40 yearsResidences at Braemar (Residential)

Charlotte, NC


9,662,000



1,564,000



13,718,000



1,564,000



13,726,000



15,290,000



(258,000)


2005


06/29/07



40 yearsBaypoint Resort (Residential)

Corpus Christi, TX


21,612,000



5,306,000



28,522,000



5,306,000



28,593,000



33,899,000



(372,000)


1998


08/02/07



40 yearsTowne Crossing Apartments (Residential)

Mansfield, TX


15,289,000



2,041,000



19,079,000



2,041,000



19,096,000



21,137,000



(269,000)


2004


08/29/07



40 yearsVillas of El Dorado (Residential)

McKinney, TX


13,600,000



1,622,000



16,742,000



1,622,000



16,752,000



18,374,000



(146,000)


2002


11/02/07



40 yearsThe Heights at Old Towne (Residential)

Portsmouth, VA


10,475,000



2,513,000



14,957,000



2,513,000



14,957,000



17,470,000



(15,000)


1972


12/21/07



40 yearsThe Myrtles at Old Towne (Residential)

Portsmouth, VA


20,100,000



3,698,000



33,319,000



3,698,000



33,319,000



37,017,000



(31,000)


2004


12/21/07



40 yearsTotal



$
140,251,000


$
24,670,000


$
199,108,000


$
24,670,000


$
199,268,000


$
223,938,000


$
(3,552,000)     AmountBalance as of January 10, 2006 (Date of Inception)

$
Acquisitions


63,869,000Additions


Dispositions


Balance as of December 31, 2006


63,869,000Acquisitions


159,909,000Additions


232,000Dispositions


(72,000
)Balance as of December 31, 2007

$
223,938,000  110




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES AND
    ACCUMULATED DEPRECIATION  (Continued)
    AcquisitionProperty

Date

Tax BasisWalker Ranch Apartment Homes

October 31, 2006

$
31,806,000Hidden Lake Apartment Homes

December 28, 2006

$
33,176,000Park at Northgate

June 12, 2007

$
17,134,000Residences at Braemar

June 29, 2007

$
15,484,000Baypoint Resort

August 2, 2007

$
33,882,000Towne Crossing Apartments

August 29, 2007

$
22,363,000Villas of El Dorado

November 2, 2007

$
18,667,000The Heights at Old Towne

December 21, 2007

$
17,689,000The Myrtles at Old Towne

December 21, 2007

$
37,376,000  111




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##### Table of Contents





SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES AND
    ACCUMULATED DEPRECIATION  (Continued)
    AmountBalance as of January 10, 2006 (Date of Inception)

$
Additions


188,000Disposals


Balance as of December 31, 2006


188,000Additions


3,434,000Disposals


(70,000
)Balance as of December 31, 2007

$
3,552,000  112




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##### Table of Contents



SIGNATURES    Grubb &
    Ellis Apartment REIT, Inc.(Registrant)By

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

Chief Executive Officer and President
    (principal executive officer)Date

March 28, 2008By

/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer
    (principal financial officer)Date

March 28, 2008    By

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

Chief Executive Officer and President
    (principal executive officer)Date

March 28, 2008By

/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer
    (principal financial officer)Date

March 28, 2008By

/s/  Scott
    D. PetersScott
    D. Peters

DirectorDate

March 28, 2008By

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

DirectorDate

March 28, 2008By

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

DirectorDate

March 28, 2008By

/s/  W.
    Brand InlowW.
    Brand Inlow

DirectorDate

March 28, 2008  113




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##### Table of Contents



EXHIBIT INDEX
    Regulation S-K,
  Form 10-K Regulation S-K).
  1.1

Dealer Manager Agreement between NNN Apartment REIT, Inc. and
    NNN Capital Corp. (included as Exhibit 1.1 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)1.2

Form of Participating Broker-Dealer Agreement (included as
    Exhibit 1.2 to our Registration Statement on
    Form S-11,
    Amendment No. 6 filed on July 3, 2006 (File
    No. 333-130945)
    and incorporated herein by reference)3.1

Articles of Amendment and Restatement of NNN Apartment REIT,
    Inc. dated July 18, 2006 (included as Exhibit 3.1 to
    our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)3.2

Articles of Amendment to the Articles of Amendment and
    Restatement of Grubb & Ellis Apartment REIT, Inc.
    dated December 7, 2007 (included as Exhibit 3.1 to our
    Form 8-K
    filed on December 10, 2007 and incorporated herein by
    reference)3.3

Amended and Restated Bylaws of NNN Apartment REIT, Inc. dated
    July 19, 2006 (included as Exhibit 3.2 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)3.4

Amendment to Amended and Restated Bylaws of NNN Apartment REIT,
    Inc. dated December 6, 2006 (included as Exhibit 3.2
    to our Post-Effective Amendment filed January 31, 2007 and
    incorporated herein by reference)3.5

Agreement of Limited Partnership of NNN Apartment REIT Holdings,
    L.P. dated July 19, 2006 (included as Exhibit 3.3 to
    our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)4.1

Form of Subscription Agreement to be used for the period from
    the December 19, 2007 to December 31, 2007 (included
    as Exhibit B to our Post-Effective Amendment filed
    December 19, 2007 and incorporated herein by reference)4.2

From of Subscription Agreement to be used beginning
    January 1, 2008 (included as Exhibit C to our
    Post-Effective Amendment filed December 19, 2007 and
    incorporated herein by reference)10.1

Distribution Reinvestment Plan (included as Exhibit D to
    our Post-Effective Amendment filed December 19, 2007 and
    incorporated herein by reference)10.2

Share Repurchase Plan (included as Exhibit E to our
    Post-Effective Amendment filed December 19, 2007 and
    incorporated herein by reference)10.3

2006 Incentive Award Plan of NNN Apartment REIT, Inc. (included
    as Exhibit 10.3 to our Registration Statement on
    Form S-11,
    Amendment No. 3 filed on April 21, 2006 (File
    No. 333-130945)
    and incorporated herein by reference)10.4

Amendment to 2006 Incentive Award Plan of NNN Apartment REIT,
    Inc. (included as Exhibit 10.6 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference)10.5

Advisory Agreement between NNN Apartment REIT, Inc. and NNN
    Apartment REIT Advisor, LLC dated July 19, 2006 (included
    as Exhibit 10.4 to our
    Form 10-Q
    filed on November 9, 2006 and incorporated herein by
    reference) 114




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##### Table of Contents



10.6

Amendment to Advisory Agreement among NNN Apartment REIT, Inc.
    and NNN Apartment Advisor, LLC dated November 16, 2006
    (included as Exhibit 10.7 to our Post-Effective Amendment
    filed January 31, 2007 and incorporated herein by reference)10.7

Secured Promissory Note issued by Braemar Housing Limited
    Partnership in favor of Transamerica Occidental Life Insurance
    Company dated May 25, 2005 (included as Exhibit 10.4
    to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.8

Deed of Trust, Security Agreement and Fixture Filing made and
    given by Braemar Housing Limited Partnership to J. Lindsay
    Stradley, Jr. as Trustee for Transamerica Occidental Life
    Insurance Company as of May 25, 2005 (included as
    Exhibit 10.5 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.9

Absolute Assignment of Leases and Rents by Braemar Housing
    Limited Partnership in favor of Transamerica Occidental Life
    Insurance Company dated May 25, 2005 (included as
    Exhibit 10.6 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.10

Multifamily Note dated October 31, 2005 by FS Towne
    Crossing, LP in favor of Keycorp Real Estate Capital Markets,
    Inc. (included as Exhibit 10.5 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.11

Multifamily Deed of Trust, Assignment of Rents, and Security
    Agreement and Fixture Filing dated October 31, 2005 by FS
    Towne Crossing, LP to Sameer Upadhya for the benefit of Keycorp
    Real Estate Capital Markets, Inc. (included as Exhibit 10.6
    to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.12

Contract of Sale dated May 4, 2006 by and between TR Hidden
    Lake Partners, Ltd. and Triple Net Properties, LLC (included as
    Exhibit 10.1 to our
    Form 8-K
    filed January 4, 2007 and incorporated herein by reference)10.13

Letter Agreement pursuant to the Contract of Sale dated
    May 5, 2006 by and between TR Hidden Lake Partners, Ltd.
    and Triple Net Properties, LLC. (included as Exhibit 10.2
    to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.14

Letter Agreement pursuant to the Contract of Sale dated
    May 25, 2006 by and between TR Hidden Lake Partners, Ltd.
    and Triple Net Properties, LLC (included as Exhibit 10.3 to
    our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.15

Amendment to the Contract of Sale dated June 2, 2006 by and
    between TR Hidden Lake Partners, Ltd. and Triple Net Properties,
    LLC (included as Exhibit 10.4 to our
    Form 8-K
    filed January 4, 2007 and incorporated herein by reference)10.16

Letter Agreement pursuant to the Contract of Sale dated
    September 11, 2006 by and between TR Hidden Lake Partners,
    Ltd. and Triple Net Properties, LLC (included as
    Exhibit 10.5 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.17

Amendment to the Contract of Sale dated September 25, 2006
    by and between TR Hidden Lake Partners, Ltd. and Triple Net
    Properties, LLC (included as Exhibit 10.6 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.18

Amendment to the Contract of Sale dated November 27, 2006
    by and between TR Hidden Lake Partners, Ltd. and Triple Net
    Properties, LLC (included as Exhibit 10.7 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.19

Promissory Note by El Dorado Apartments, LLC in favor of Royal
    Bank of Canada, dated November 29, 2006 (included as
    Exhibit 10.5 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.20

Deed of Trust, Security Agreement, Fixture Financing Statement
    and Assignment of Leases and Rents by El Dorado Apartments, LLC
    for the benefit of Royal Bank of Canada, dated November 29,
    2006 (included as Exhibit 10.6 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.21

Assignment of Contract dated December 28, 2006 by Triple
    Net Properties, LLC to Apartment REIT Hidden Lakes, L.P.
    (included as Exhibit 10.8 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference) 115




---



##### Table of Contents



10.22

Promissory Note dated December 28, 2006 issued by Apartment
    REIT Hidden Lakes, LP to Wachovia Bank, National Association
    (included as Exhibit 10.9 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.23

Deed of Trust, Security Agreement and Fixture Filing dated
    December 28, 2006 by Apartment REIT Hidden Lakes, LP from
    the benefit of Wachovia Bank, National Association (included as
    Exhibit 10.10 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.24

Indemnity and Guaranty Agreement dated December 28, 2006 by
    NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.11 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.25

Assignment of Leases and Rents dated December 28, 2006 by
    Apartment REIT Hidden Lakes, LP to Wachovia Bank, National
    Association (included as Exhibit 10.12 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.26

Assignment of Warranties and Other Contract Rights dated
    December 28, 2006 by Apartment REIT Hidden Lakes, LP in
    favor of Wachovia Bank, National Association (included as
    Exhibit 10.13 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.27

Environmental Indemnity Agreement dated December 28, 2006
    by NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.14 to our
    Form 8-K/A
    filed on January 5, 2007 and incorporated herein by
    reference)10.28

SEC Indemnity and Guaranty Agreement dated December 28,
    2006 by NNN Apartment REIT, Inc. in favor of Wachovia Bank,
    National Association (included as Exhibit 10.15 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.29

Unsecured Promissory Note dated December 28, 2006 issued by
    NNN Apartment REIT Holdings, L.P. in favor of NNN Realty
    Advisors, Inc. (included as Exhibit 10.16 to our
    Form 8-K
    filed on January 4, 2007 and incorporated herein by
    reference)10.30

Purchase and Sale Agreement by and between Northspring Park, LLC
    and Triple Net Properties, LLC entered into as of
    February 21, 2007 (included as Exhibit 10.1 to our
    Form 8-K
    filed on June 18, 2007 and incorporated herein by reference)10.31

Purchase and Sale Agreement dated February 21, 2007 by and
    between FS Towne Crossing, LTD and Triple Net Properties, LLC
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.32

Purchase and Sale Agreement by and between El Dorado Apartments,
    LLC and Triple Net Properties, LLC, dated February 21, 2007
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.33

Promissory Note dated April 12, 2007 issued by Apartment
    REIT Walker Ranch, LP to Wachovia Bank, National Association
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10.34

Deed of Trust, Security Agreement and Fixture Filing dated
    April 12, 2007 by Apartment REIT Walker Ranch, LP for the
    benefit of Wachovia Bank, National Association (included as
    Exhibit 10.2 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10.35

Indemnity and Guaranty Agreement dated April 12, 2007 by
    NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.3 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10.36

Assignment of Leases and Rents dated April 12, 2007 by
    Apartment REIT Walker Ranch, LP to Wachovia Bank, National
    Association (included as Exhibit 10.4 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10.37

Assignment of Warranties and Other Contract Rights dated
    April 12, 2007 by Apartment REIT Walker Ranch, LP in favor
    of Wachovia Bank, National Association (included as
    Exhibit 10.5 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10.38

Environmental Indemnity Agreement dated April 12, 2007 by
    NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.6 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference) 116




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##### Table of Contents



10.39

SEC Indemnity and Guaranty Agreement dated April 12, 2007
    by NNN Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association (included as Exhibit 10.7 to our
    Form 8-K
    filed on April 17, 2007 and incorporated herein by
    reference)10.40

Purchase and Sale Agreement by and between Braemar Housing
    Limited Partnership and Triple Net Properties, LLC entered into
    as of April 26, 2007 (included as Exhibit 10.1 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.41

Sale Agreement dated June 8, 2007 by and between Bay Point
    Resort Corpus Christi, L.P. and Triple Net Properties, LLC
    (included as Exhibit 10.1 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.42

Reinstatement of and First Amendment to and Joinder and
    Ratification of Purchase and Sale Agreement dated June 8,
    2007 by and between FS Towne Crossing, LP, Fountain Green, LLC,
    and Triple Net Properties, LLC (included as Exhibit 10.2 to
    our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.43

Reinstatement of and First Amendment to Purchase and Sale
    Agreement by and between North Spring Park, LLC and Triple Net
    Properties, LLC made as of June 12, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed on June 18, 2007 and incorporated herein by reference)10.44

Assignment of Contract by Triple Net Properties, LLC to
    Apartment REIT Park at North Gate, LP made as of June 12,
    2007 (included as Exhibit 10.3 to our
    Form 8-K
    filed on June 18, 2007 and incorporated herein by reference)10.45

Reinstatement of and First Amendment to Purchase and Sale
    Agreement by and between El Dorado Apartments, LLC and Triple
    Net Properties, LLC, dated June 12, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.46

Amendment to Sale Agreement dated June 14, 2007 by and
    between Bay Point Resort Corpus Christi, L.P. and Triple Net
    Properties, LLC (included as Exhibit 10.2 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.47

Assignment and Assumption of Real Estate Purchase Agreement by
    and between Triple Net Properties, LLC and Apartment REIT
    Residences at Braemar, LLC as of June 29, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.48

Loan Assumption and Modification Agreement by and between
    Apartment REIT Residences at Braemar, LLC, and Transamerica
    Occidental Life Insurance Company and is joined by Braemar
    Housing Limited Partnership, et al. made and entered into and
    effective as of June 29, 2007 (included as
    Exhibit 10.3 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.49

Supplemental Carveout Guarantee and Indemnity Agreement by NNN
    Apartment REIT, Inc. in favor of Transamerica Occidental Life
    Insurance Company dated June 29, 2007 (included as
    Exhibit 10.7 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.50

Supplemental Environmental Indemnity Agreement by Apartment REIT
    Residences at Braemar, LLC and NNN Apartment REIT, Inc. in favor
    of Transamerica Occidental Life Insurance Company dated
    June 29, 2007 (included as Exhibit 10.8 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.51

Assignment and Subordination of Management Agreement by
    Apartment REIT Residences at Braemar, LLC, Triple Net Properties
    Realty, Inc. and Transamerica Occidental Life Insurance Company
    dated June 29, 2007 (included as Exhibit 10.9 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.52

Unsecured Promissory Note dated June 29, 2007 issued by NNN
    Apartment REIT Holdings, L.P. in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.10 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10.53

Amendment Letter regarding Credit Agreement dated July 10,
    2007 by and among NNN Apartment REIT Holdings, L.P., NNN
    Apartment REIT, Inc., Wachovia Bank, National Association and
    LaSalle Bank National Association (included as Exhibit 10.1
    to our
    Form 8-K
    filed July 13, 2007 and incorporated herein by reference) 117




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##### Table of Contents



10.54

Amendment Letter regarding Mezzanine Credit Agreement dated
    July 10, 2007 by and among NNN Apartment REIT Holdings,
    L.P., NNN Apartment REIT, Inc. and Wachovia Bank, National
    Association (included as Exhibit 10.2 to our
    Form 8-K
    filed July 13, 2007 and incorporated herein by reference)10.55

Sale Agreement Assignment dated August 1, 2007 by and
    between Triple Net Properties, LLC and Apartment REIT Bay Point
    Resort, LLC (included as Exhibit 10.3 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.56

Fixed+1 Multifamily Note dated August 1, 2007 by Apartment
    REIT Bay Point Resort, LLC in favor of PNC ARCS LLC (included as
    Exhibit 10.4 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.57

Multifamily Deed of Trust, Assignment of Rents, and Security
    Agreement and Fixture Filing dated August 1, 2007 by
    Apartment REIT Bay Point Resort, LLC to Lawyers
    Title Insurance Corporation for the benefit of PNC ARCS LLC
    (included as Exhibit 10.5 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.58

Unsecured Promissory Note dated August 1, 2007 by NNN
    Apartment REIT Holdings, L.P. in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.6 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.59

Fixed+1 Multifamily Note dated August 1, 2007 by Apartment
    REIT Park at North Gate, LP in favor of PNC ARCS LLC (included
    as Exhibit 10.7 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.60

Multifamily Deed of Trust, Assignment of Rents, and Security
    Agreement and Fixture Filing dated August 1, 2007 by
    Apartment REIT Part at North Gate, LP to Lawyers
    Title Insurance Company for the benefit of PNC ARCS LLC
    (included as Exhibit 10.8 to our
    Form 8-K
    filed on August 7, 2007 and incorporated herein by
    reference)10.61

Assumption Agreement dated August 24, 2007 by and among FS
    Towne Crossing, LP, Bowler Holdings, LLC, Fountain Green, LLC,
    Apartment REIT Towne Crossing, LP, and the Federal Home Loan
    Mortgage Corporation acknowledged and consented to by Wendell A.
    Jacobson (included as Exhibit 10.4 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.62

Assignment of Contract dated August 29, 2007 by Triple Net
    Properties, LLC to Apartment REIT Towne Crossing, LP (included
    as Exhibit 10.3 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.63

Guaranty dated August 28, 2007 by NNN Apartment REIT, Inc.
    for the benefit of Federal Home Loan Mortgage Corporation
    (included as Exhibit 10.7 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.64

Unsecured Promissory Note dated August 29, 2007 by NNN
    Apartment REIT Holdings, LP in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.8 to our
    Form 8-K
    filed on August 31, 2007 and incorporated herein by
    reference)10.65

Assignment of Contract by Triple Net Properties, LLC to
    Apartment REIT Villas of El Dorado, LLC, dated November 1,
    2007 (included as Exhibit 10.3 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.66

Agreement of Assumption and Modification of Security Instrument
    and Other Loan Documents by and among El Dorado Apartments, LLC;
    Wendell A. Jacobson; Apartment REIT Villas of El Dorado, LLC;
    NNN Apartment REIT, Inc.; and The Bank of New York
    Trust Company, National Association, as Trustee for the
    Registered Holders of Morgan Stanley Capital I Inc., Commercial
    Mortgage Pass-Through Certificates,
    Series 2007-IQ14,
    dated as of November 1, 2007 (included as Exhibit 10.4
    to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.67

Limited Guaranty by NNN Apartment REIT, Inc. in favor of The
    Bank of New York Trust Company, National Association, as
    Trustee for the Registered Holders of Morgan Stanley Capital I
    Inc., Commercial Mortgage Pass-Through Certificates,
    Series 2007-IQ14,
    dated November 1, 2007 (included as Exhibit 10.7 to
    our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference) 118




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##### Table of Contents



10.68

Environmental Indemnity Agreement by Apartment REIT Villas of El
    Dorado, LLC and NNN Apartment REIT, Inc. for the benefit of The
    Bank of New York Trust Company, National Association, as
    Trustee for the Registered Holders of Morgan Stanley Capital I
    Inc., Commercial Mortgage Pass-Through Certificates,
    Series 2007-IQ14,
    dated November 1, 2007 (included as Exhibit 10.8 to
    our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.69

Loan Agreement by and between NNN Apartment REIT, Inc. and
    Wachovia Bank, National Association, dated November 1, 2007
    (included as Exhibit 10.9 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.70

Promissory Note by NNN Apartment REIT, Inc. in favor of Wachovia
    Bank, National Association, dated November 1, 2007
    (included as Exhibit 10.10 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.71

Pledge Agreement (Partnership Interests) by and between Wachovia
    Bank, National Association and NNN Apartment REIT Holdings,
    L.P., dated November 1, 2007 (included as
    Exhibit 10.11 to our
    Form 8-K
    filed on November 7, 2007 and incorporated herein by
    reference)10.72

Purchase and Sale Agreement by and between Fort Nelson
    Apartments, L.L.C. and Triple Net Properties, LLC, dated
    December 10, 2007 (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.73

Purchase and Sale Agreement by and between The Myrtles at Old
    Towne, L.L.C. and Triple Net Properties, LLC, dated
    December 10, 2007 (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.74

Amendment Letter by and between Triple Net Properties, LLC,
    Fort Nelson Apartments, L.L.C. and The Myrtles at Old
    Towne, L.L.C., dated December 19, 2007 (included as
    Exhibit 10.3 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.75

Sale Agreement Assignment by and between Triple Net, Properties,
    LLC and G&E Apartment REIT The Heights at Old Towne, LLC,
    dated December 21, 2007 (included as Exhibit 10.4 to
    our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.76

Sale Agreement Assignment by and between Triple Net, Properties,
    LLC and G&E Apartment REIT The Myrtles at Old Towne, LLC,
    dated December 21, 2007 (included as Exhibit 10.5 to
    our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.77

Multifamily Note by G&E Apartment REIT The Heights at Old
    Towne, LLC issued to Capmark Bank for Freddie Mac, dated
    December 21, 2007 (included as Exhibit 10.6 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.78

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement, by G&E Apartment REIT The Heights at Old Towne,
    LLC, dated December 21, 2007 (included as Exhibit 10.7
    to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.79

Guaranty by G&E Apartment REIT The Heights at Old Towne,
    LLC for the benefit of Capmark Bank, dated December 21,
    2007 (included as Exhibit 10.8 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.80

Multifamily Note by G&E Apartment REIT The Myrtles at Old
    Towne, LLC issued to Capmark Bank for Freddie Mac, dated
    December 21, 2007 (included as Exhibit 10.9 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.81

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement, by G&E Apartment REIT The Myrtles at Old Towne,
    LLC, dated December 21, 2007 (included as
    Exhibit 10.10 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.82

Guaranty by G&E Apartment REIT The Myrtles at Old Towne,
    LLC for the benefit of Capmark Bank, dated December 21,
    2007 (included as Exhibit 10.11 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.83

First Amendment to and Waiver of Loan Agreement between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, dated December 21, 2007 (included as
    Exhibit 10.12 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference) 119




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##### Table of Contents



10.84

First Amended and Restated Pledge Agreement by and between
    Wachovia Bank, N.A. and Grubb and Ellis Apartment REIT Holdings,
    L.P., dated December 21, 2007 (included as
    Exhibit 10.13 to our Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)10.85

Unsecured Promissory Note issued by Grubb and Ellis Apartment
    REIT Holdings, L.P. in favor of NNN Realty Advisors, Inc., dated
    December 21, 2007 (included as Exhibit 10.14 to our
    Current Report on
    Form 8-K
    filed December 31, 2007 and incorporated herein by
    reference)21.1*

Subsidiaries of Grubb & Ellis Apartment REIT, Inc.31.1*

Certification of Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231.2*

Certification of Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232.1*

Certification of Chief Executive Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 200232.2*

Certification of Chief Financial Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 2002     
    
    Compensatory plan or arrangement.*
    
    Filed herewith. 120