##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2009oro

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

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

(I.R.S. Employer
    Identification No.)   1551 N. Tustin Avenue, Suite 300, Santa Ana,
    California

92705(Address of principal executive offices)

(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   Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Sections 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding
    12 months (or for such shorter period that the registrant
    was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

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

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

þ   Rule 12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ
    (Do not check if a smaller reporting company)

Smaller reporting company

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




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##### 



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

Business


3Item 1A.

Risk Factors


17Item 1B.

Unresolved Staff Comments


48Item 2.

Properties


48Item 3.

Legal Proceedings


49Item 4.

(Removed and Reserved)


49PART IIItem 5.

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


50Item 6.

Selected Financial Data


54Item 7.

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


55Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


71Item 8.

Financial Statements and Supplementary Data


72Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


72Item 9A(T).

Controls and Procedures


72Item 9B.

Other Information


73PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


74Item 11.

Executive Compensation


74Item 12.

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


74Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


74Item 14.

Principal Accounting Fees and Services


74PART IVItem 15.

Exhibits, Financial Statement Schedules


75SIGNATURES


111EX-21.1EX-31.1EX-31.2EX-32.1EX-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
        day-to-day
  Developments
    during 2009 and 2010
  
    During 2009, we repaid the $3,200,000 principal due on
    our loan agreement with Wachovia Bank, National Association, or
    Wachovia, or the Wachovia Loan. 3




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
    On February 10, 2009, our board of directors approved a
    decrease in our distribution to a 6.0% per annum, assuming a
    purchase price of $10.00 per share, or $0.60 per common share,
    distribution to be paid to our stockholders beginning with our
    March 2009 monthly distribution, which was paid in April
    2009.
    On February 17, 2009, we filed our registration statement
    on
    Form S-11
    (File No.
    333-157375)
    to register our follow-on public offering, which was declared
    effective by the U.S. Securities and Exchange Commission,
    or the SEC, on July 17, 2009.
    On July 17, 2009, we terminated our initial offering. As of
    July 17, 2009, we had received and accepted subscriptions
    in our initial offering for 15,738,457 shares of our common
    stock, for gross offering proceeds of $157,218,000, excluding
    shares of our common stock issued pursuant to the DRIP.
    Effective July 17, 2009, we entered into Amendment
    No. 2 to the Advisory Agreement with our advisor, which
    defines the term real estate-related securities and
    provides a 2.0% origination fee to our advisor or its affiliates
    as compensation for the acquisition of real estate-related
    securities. As of March 19, 2010, we have not purchased any
    real estate-related securities.
    On July 20, 2009, we commenced our follow-on offering.
    On September 24, 2009, Richard S. Johnson was appointed to
    serve as an independent director of our board of directors.
    Concurrent with Mr. Johnsons appointment, W. Brand
    Inlow resigned as an independent director of our board of
    directors.
    On November 10, 2009, we entered into a consolidated
    unsecured promissory note, or the Consolidated Promissory Note,
    with NNN Realty Advisors, Inc., or NNN Realty Advisors, whereby
    we cancelled two unsecured promissory note payables to NNN
    Realty Advisors, dated June 27, 2008 and September 15,
    2008, having principal balances of $3,700,000 and $5,400,000,
    respectively, and consolidated the outstanding principal
    balances of the cancelled promissory notes into the Consolidated
    Promissory Note with a reduced interest rate of 4.5% per annum.
    Effective as of January 13, 2010, Grubb & Ellis
    Equity Advisors purchased all of the interests held by
    Grubb & Ellis Realty Investors in our advisor and
    Grubb & Ellis Apartment Management.
    On January 22, 2010, we entered into a purchase and sale
    agreement with Duncanville Villages Multifamily, LTD, an
    unaffiliated third party, for the purchase of Bella Ruscello
    Luxury Apartment Homes, located in Duncanville, Texas, for a
    purchase price of $17,400,000, plus closing costs. The closing
    is expected to occur in March 2010; however, no assurance can be
    provided that we will be able to purchase the property within
    the anticipated timeframe, or at all.
    As of March 10, 2010, we had received and accepted
    subscriptions in our follow-on offering for
    1,004,984 shares of our common stock, or $10,036,000,
    excluding shares of our common stock issued pursuant to the DRIP.
    Effective March 17, 2010, Gustav G. Remppies was promoted
    to serve as our President, having previously served as our
    Executive Vice President and Chief Investment Officer from
    December 2005 to March 2010. Concurrent with
    Mr. Remppies appointment, Stanley J.
    Olander, Jr. resigned from his position as our President.
    Mr. Olander continues to serve as our Chief Executive
    Officer and Chairman of the Board of Directors. 4




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Our
    Structure
    
 5




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(714) 667-8252. www.gbe-reits.com/apartment form S-11 No. 333-157375), www.gbe-reits.com/apartment
  Investment
    Objectives
    
    stable cash flows available for distribution to our stockholders;
    preservation, protection and return of capital; and
    growth of income and principal without taking undue risk.    
    invest in income-producing real estate and real estate-related
    investments in a manner which permits us to maintain our
    qualification as a REIT for federal income tax purposes; and
    realize capital appreciation upon the ultimate sale of our
    properties.      Business
    Strategy
   6




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Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
  and/or
    Leveraging
    the Experience of Our Management
      Investment
    Strategy
         7




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Acquisition
    Standards
  and/or
  lease-up lease-up lease-up lease-up
     8




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
    We seek to purchase apartment communities at favorable prices
    and obtain immediate income from tenant rents, with the
    potential for appreciation in value over time.
    We seek to preserve capital through selective acquisitions and
    professional management, whereby we intend to increase rental
    rates, maintain high occupancy rates, reduce tenant turnover,
    make value-enhancing and income-producing capital improvements,
    where appropriate, and control operating costs and capital
    expenditures.
    We seek to acquire apartment properties in growth markets, at
    attractive prices relative to replacement cost, that provide the
    opportunity to improve operating performance through
    professional management, marketing and selective leasing and
    renovation programs.    
    geographic location and type;
    construction quality and condition;
    potential for capital appreciation;
    the general credit quality of current and potential tenants;
    the potential for rent increases;
    the interest rate environment;
    potential for economic growth in the tax and regulatory
    environment of the community in which the property is located;
    potential for expanding the physical layout of the property;
    occupancy and demand by tenants for properties of a similar type
    in the same geographic vicinity;
    prospects for liquidity through sale, financing or refinancing
    of the property;
    competition from existing properties and the potential for the
    construction of new properties in the area; and
    treatment of the property and acquisition under applicable
    federal, state and local tax and other laws and regulations.     9




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
    changes in general to national, regional or local economic
    conditions;
    changes in supply of or demand for similar competing properties
    in a geographic area;
    changes in interest rates and availability of permanent mortgage
    funds, which may render the sale of a property difficult or
    unattractive;
    changes in tax, real estate, environmental and zoning laws;
    periods of high interest rates and tight money supply, which may
    make the sale of properties more difficult;
    tenant turnover; and
    general overbuilding or excess supply of rental housing in the
    geographic market area.    Real
    Estate Investments
         10




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Joint
    Ventures
      
    there are no duplicate property management or other fees;
    the investment in each entity is on substantially the same terms
    and conditions as those received by other joint
    venturers; and
    we have a right of first refusal to acquire the property if the
    other joint venturers wish to sell their interest in the
    property.      Real
    Estate-Related Investments
    Making
    Loans and Investments in Mortgages
     11




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Investments
    in Securities
  non-U.S. dollar
    Operating
    Strategy
    
    aggressively leasing available space through targeted marketing;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    financing acquisitions and refinancing properties when favorable
    terms are available to increase cash flow.  Disposition
    Strategy
     12




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
    we believe the value of a property might decline substantially;
    an opportunity has arisen to improve other properties;
    we can increase cash flows through the disposition of the
    property; or
    we believe the sale of the property is in our best interest.    Borrowing
    Policies
     13




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Board
    Review of Our Investment Policies
      Tax
    Status
   14




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Distribution
    Policy
              Competition
     15




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Government
    Regulations
    Costs of Compliance with the Americans with Disabilities
    Act.
  Costs of Government Environmental Regulation and Private
    Litigation.
  Other Federal, State and Local
    Regulations.
  Geographic
    Concentration
   16




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Employees
  and/or day-to-day
  Financial
    Information About Industry Segments
  Segment Reporting,
  Item 1A.
    Risk
    Factors.  Investment
    Risks
  There
    is no public market for the shares of our common stock sold in
    our offerings. Therefore, it will be difficult for our
    stockholders to sell their shares of our common stock and, if
    they are able to sell their shares of our common stock, they
    will likely sell them at a substantial discount.
   17




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We
    have experienced losses in the past and we may experience
    additional losses in the future.
  start-up
  We
    have paid distributions from sources other than our cash flows
    from operations, including from the net proceeds from our
    offerings, and from borrowed funds. We may continue to pay
    distributions from the net proceeds from our follow-on offering,
    or from borrowings in anticipation of future cash flows. Any
    such distributions may reduce the amount of capital we
    ultimately invest in assets and negatively impact the value of
    our stockholders investments.
     18




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Our
    follow-on offering may be considered a blind pool
    offering because we have not identified all of the real estate
    or real estate-related investments to acquire with the net
    proceeds from our follow-on offering.
    We
    have a limited operating history. Therefore, our stockholders
    may not be able to adequately evaluate our ability to achieve
    our investment objectives.
    
    identify and acquire investments that further our investment
    strategy;
    build, expand and maintain our network of licensed securities
    brokers and other agents;
    attract, integrate, motivate and retain qualified personnel to
    manage our
    day-to-day
    operations;
    respond to competition both for investment opportunities and
    potential investors investment in us; and
    build and expand our operational structure to support our
    business.   19




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If we
    raise proceeds substantially less than the maximum offering in
    our follow-on offering, we may not be able to invest in a
    diverse portfolio of real estate and real estate-related
    investments and the value of our stockholders investment
    may fluctuate more widely with the performance of specific
    investments.
    If we
    are unable to find suitable investments, we may not have
    sufficient cash flows available for distributions to our
    stockholders.
    We
    face competition from other apartment communities and housing
    alternatives for tenants, and we face competition from other
    acquirers of apartment communities for investment opportunities,
    both of which may limit our profitability and distributions to
    our stockholders.
       20




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Our
    stockholders are limited in their ability to sell their shares
    of our common stock purchased in our offerings pursuant to our
    share repurchase plan, and repurchases are made at our board of
    directors sole discretion.
    Our
    advisor may be entitled to receive significant compensation in
    the event of our liquidation or in connection with a termination
    of the Advisory Agreement.
   21




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Our
    follow-on offering is a fixed price offering and the fixed
    offering price may not accurately represent the current value of
    our assets at any particular time. Therefore, the purchase price
    our stockholders pay for shares of our common stock may be
    higher than the value of our assets per share of common stock at
    the time of their purchase.
    Our
    board of directors may change our investment objectives without
    seeking our stockholders approval.
    The
    commercial mortgage-backed securities in which we may invest are
    subject to several types of risks.
   22




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The
    mezzanine loans in which we may invest would involve greater
    risks of loss than senior loans secured by income-producing real
    properties.
  loan-to-value
  Risks
    Related to Our Business
  The
    downturn in the credit markets may increase the cost of
    borrowing and may make it difficult for us to obtain financing,
    which may have a material adverse effect on our operations,
    liquidity and/or capital resources.
    We may
    suffer from delays in locating suitable investments, which may
    have adverse effects on our results of operations and our
    ability to pay distributions to our stockholders.
    We are
    uncertain of our sources of debt or equity for funding our
    capital needs. If we cannot obtain funding on acceptable terms,
    our ability to make necessary capital improvements to our
    properties may be impaired or delayed.
    The
    ongoing market disruptions may adversely affect our operating
    results and financial condition.
   23




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and/or and/or
  
    Debt and Equity Markets Our results of
    operations are sensitive to the volatility of the credit
    markets. The real estate debt markets have been experiencing
    volatility as a result of certain factors, including the
    tightening of underwriting standards by lenders and credit
    rating agencies and the significant inventory of unsold
    commercial mortgage-backed securities in the market. Credit
    spreads for major sources of capital have widened significantly
    as investors have demanded a higher risk premium. This is
    resulting in lenders increasing the cost for debt financing.
    Should the overall cost of borrowings increase, either by
    increases in the index rates or by increases in lender spreads,
    we will need to factor such increases into the economics of our
    acquisitions, developments and property contributions. This may
    result in our property operations generating lower overall
    economic returns and a reduced level of cash flows, which could
    potentially impact our ability to pay distributions to our
    stockholders. In addition, the ongoing dislocations in the debt
    markets have reduced the amount of capital that is available to
    finance real estate, which, in turn: (1) limits the ability
    of real estate investors to benefit from reduced real estate
    values or to realize enhanced returns on real estate
    investments; (2) has slowed real estate transaction
    activity; and (3) may result in an inability to refinance
    debt as it becomes due, all of which may reasonably be expected
    to have a material impact, favorable or unfavorable, on
    revenues, income
    and/or cash
    flows from the acquisition and operations of real estate and
    mortgage loans. In addition, the state of the debt markets could
    have an impact on the overall amount of capital being invested
    in real estate, which may result in price or value decreases of
    real estate assets and impact our ability to raise equity
    capital.
    Valuations The ongoing market volatility will
    likely make the valuation of our properties more difficult.
    There may be significant uncertainty in the valuation, or in the
    stability of the value, of our properties that could result in a
    substantial decrease in the value of our properties. As a
    result, we may not be able to recover the carrying amount of our
    properties, which may require us to recognize an impairment
    charge in earnings.
    Government Intervention The pervasive and
    fundamental disruptions that the global financial markets have
    been undergoing have led to extensive and unprecedented
    governmental intervention. Although the government intervention
    is intended to stimulate the flow of capital and to undergird
    the U.S. economy in the short term, it is impossible to
    predict the actual effect of the government intervention and
    what effect, if any, additional interim or permanent
    governmental intervention may have on the financial markets
    and/or the
    effect of such intervention on us and our results of operations.
    In addition, there is a high likelihood that regulation of the
    financial markets will be significantly increased in the future,
    which could have a material impact on our operating results and
    financial condition.  We may
    structure acquisitions of property in exchange for limited
    partnership units in our operating partnership on terms that
    could limit our liquidity or our flexibility.
  one-for-one
 24




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Our
    success is dependent on the performance of our
    advisor.
  day-to-day day-to-day and/or
  Our
    advisor may terminate the Advisory Agreement, which could
    require us to pay substantial fees and may require us to find a
    new advisor.
   25




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day-to-day
  If we
    internalize our management functions, our stockholders
    interests in us could be diluted and we could incur other
    significant costs associated with being
    self-managed.
        and/or
  and/or
 26




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Our
    success is dependent on the performance of our
    sponsor.
    The
    failure of any bank in which we deposit our funds could reduce
    the amount of cash we have available to pay distributions and
    make additional investments.
    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 acquire investments or pay
    distributions.
    Risks
    Related to Conflicts of Interest
    The
    conflicts of interest described below may mean we are not
    managed solely in our stockholders best interest, which
    may adversely affect our results of operations and the value of
    an investment in shares of our common stock.
   27




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and/or
        We may
    compete with other Grubb & Ellis Group programs for
    investment opportunities. As a result, our advisor may not cause
    us to invest in favorable investment opportunities which may
    reduce our returns on our investments.
    Our
    advisors officers face conflicts of interest relating to
    the allocation of their time and other resources among the
    various entities that they serve or have interests in and such
    conflicts may not be resolved in our favor.
   28




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Our
    advisor faces conflicts of interest relating to its compensation
    structure, which could result in actions that are not
    necessarily in our stockholders long-term best
    interest.
    Our
    advisor may receive economic benefits from its status as a
    special limited partner without bearing any of the investment
    risk.
    The
    distribution payable to our advisor may influence our decisions
    about listing the shares of our common stock on a national
    securities exchange, merging our company with another company
    and acquisition or disposition of our investments.
   29




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The
    absence of arms length bargaining may mean that our
    agreements may not be as favorable to our stockholders as they
    otherwise could have been.
    Any
    joint venture arrangements may not solely reflect our
    stockholders best interest.
      
    a venture partner may at any time have economic or other
    business interests or goals which become inconsistent with our
    business interests or goals, including inconsistent goals
    relating to the sale of properties held in a joint venture or
    the timing of the termination and liquidation of the venture;
    a venture partner might become bankrupt and such proceedings
    could have an adverse impact on the operation of the partnership
    or joint venture;
    actions taken by a venture partner might have the result of
    subjecting the property to liabilities in excess of those
    contemplated;
    a venture partner may be in a position to take action contrary
    to our instructions or requests or contrary to our strategies or
    objectives, including our strategy to qualify and maintain our
    qualification as a REIT; and
    the joint venture may provide for the distribution of income to
    us otherwise than in direct proportion to our ownership interest
    in the joint venture.   30




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Risks
    Related to Our Organizational Structure
  Several
    potential events could cause our stockholders investment
    in us to be diluted, which may reduce the overall value of their
    investment.
    
    future offerings of our securities, including issuances pursuant
    to the DRIP and up to 50,000,000 shares of any preferred
    stock that our board of directors may authorize;
    private issuances of our securities to other investors,
    including institutional investors;
    issuances of our securities pursuant to our 2006 Plan; or
    redemptions of units of limited partnership interest in our
    operating partnership in exchange for shares of our common stock.    Our
    stockholders interests may be diluted in various ways,
    which may reduce their returns.
    Our
    ability to issue preferred stock may include a preference in
    distributions superior to our common stock and also may deter or
    prevent a sale of shares of our common stock in which our
    stockholders could profit.
    
    a merger, tender offer or proxy contest;
    assumption of control by a holder of a large block of our
    securities; or
    removal of incumbent management. 31




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Upon
    investment in shares of our common stock, our stockholders will
    experience an immediate dilution of $1.00 per
    share.
    Our
    stockholders ability to control our operations is severely
    limited.
    
    the election or removal of directors;
    any amendment of our charter, except that our board of directors
    may amend our charter without stockholder approval to change our
    name or the name of other designation or the par value of any
    class or series of our stock and the aggregate par value of our
    stock, increase or decrease the aggregate number of our shares
    of stock, increase or decrease the number of our shares of any
    class or series that we have the authority to issue, or effect
    certain reverse stock splits;
    our dissolution; and
    certain mergers, consolidations and sales or other dispositions
    of all or substantially all of our assets.    The
    limitation on ownership of our common stock prevents any single
    stockholder from acquiring more than 9.9% of our capital stock
    or more than 9.9% of our common stock and may force him or her
    to sell stock back to us.
    
    may consider the transfer to be null and void;
    will not reflect the transaction on our books; 32




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
    may institute legal action to enjoin the transaction;
    will not pay dividends or other distributions to him or her with
    respect to those excess shares of stock;
    will not recognize his or her voting rights for those excess
    shares of stock; and
    may consider the excess shares of stock held in trust for the
    benefit of a charitable beneficiary.      
    he or she may lose his or her power to dispose of the stock;
    he or she may not recognize profit from the sale of such stock
    if the market price of the stock increases; and
    he or she may incur a loss from the sale of such stock if the
    market price decreases.  Limitations
    on share ownership and transfer may deter a sale of our common
    stock in which our stockholders could profit.
    Maryland
    takeover statutes may deter others from seeking to acquire us
    and prevent our stockholders from making a profit in such
    transaction.
    The
    MGCL and our organizational documents limit our
    stockholders right to bring claims against our officers
    and directors.
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Our
    stockholders investment return may be reduced if we are
    required to register as an investment company under the
    Investment Company Act.
    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates; and
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly change our operations.    and/or
     34




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Risks
    Related to Investments in Real Estate
  Our
    results of operations, our ability to pay distributions to our
    stockholders and our ability to dispose of our investments are
    subject to general economic and regulatory factors we cannot
    control or predict.
    
    poor economic times may result in defaults by tenants of our
    properties and borrowers. We may also be required to provide
    rent concessions or reduced rental rates to maintain or increase
    occupancy levels;
    job transfers and layoffs may cause vacancies to increase and a
    lack of future population and job growth may make it difficult
    to maintain or increase occupancy levels;
    increases in supply of competing properties or decreases in
    demand for our properties may impact our ability to maintain or
    increase occupancy levels;
    changes in interest rates and availability of debt financing
    could render the sale of properties difficult or unattractive;
    periods of high interest rates may reduce cash flows from
    leveraged properties; and
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution.
    Also, any such increased expenses may make it difficult to
    increase rents to tenants on turnover, which may limit our
    ability to increase our returns.    We
    depend on our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to our stockholders.
    Short-term
    apartment leases expose us to the effects of declining market
    rent, which could adversely impact our ability to pay cash
    distributions to our stockholders.
   35




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##### Table of Contents



Some
    or all of our properties have incurred, and will incur,
    vacancies, which may result in reduced revenue and resale value,
    a reduction in cash available for distribution and a diminished
    return on our stockholders investment.
    We are
    dependent on our investment in a single asset class, making our
    performance more vulnerable to economic downturns in the
    apartment industry than if we had diversified
    investments.
    Lack
    of geographic diversity may expose us to regional or local
    economic downturns that could adversely impact our operations or
    our ability to recover our investment in one or more
    properties.
    We may
    be unable to secure funds for future capital improvements, which
    could adversely impact our ability to pay cash distributions to
    our stockholders.
    We may
    obtain only limited warranties when we purchase a property and
    would have only limited recourse in the event our due diligence
    did not identify any issues that lower the value of our
    property.
   36




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##### Table of Contents



Uninsured
    losses relating to real estate and lender requirements to obtain
    insurance may reduce our stockholders
    returns.
    Dramatic
    increases in our insurance rates could adversely affect our cash
    flows and our ability to pay future distributions to our
    stockholders.
    Uncertain
    market conditions relating to the future disposition of
    properties could cause us to sell our properties at a loss in
    the future.
    Our
    inability to sell a property when we desire to do so could
    adversely impact our ability to pay cash distributions to our
    stockholders.
   37




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##### Table of Contents



Our
    stockholders may not receive any profits resulting from the sale
    of our properties, or receive such profits in a timely manner,
    because we may provide financing to the purchaser of such
    properties.
    We
    face possible liability for environmental cleanup costs and
    damages for contamination related to properties we acquire,
    which could substantially increase our costs and reduce our
    liquidity and cash distributions to our
    stockholders.
    Increased
    construction of similar properties that compete with our
    properties in any particular location could adversely affect the
    operating results of our properties and our cash available for
    distribution to our stockholders.
    
    make it more difficult for us to find tenants to lease units in
    our apartment communities;
    force us to lower our rental prices in order to lease units in
    our apartment communities; and
    substantially reduce our revenues and cash available for
    distribution to our stockholders. 38




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##### Table of Contents



Costs
    required to become compliant with the Americans with
    Disabilities Act at our properties may affect our ability to pay
    distributions to our stockholders.
    Our
    real properties are subject to property taxes that may increase
    in the future, which could adversely affect our cash
    flows.
    Risks
    Related to Debt Financing
  We
    have incurred, and intend to continue to incur, mortgage
    indebtedness and other borrowings, which may increase our
    business risks, could hinder our ability to pay distributions
    and could decrease the value of our stockholders
    investment.
     39




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##### Table of Contents



Higher
    mortgage rates may make it more difficult for us to finance or
    refinance properties, which could reduce the number of
    properties we can acquire and the amount of cash distributions
    we can pay to our stockholders.
    Increases
    in interest rates could increase the amount of our debt payments
    and therefore negatively impact our operating
    results.
    To the
    extent we borrow at fixed rates or enter into fixed interest
    rate swaps, we will not benefit from reduced interest expense if
    interest rates decrease.
    Hedging
    activity may expose us to risks.
   40




---



##### Table of Contents



Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to pay
    distributions to our stockholders.
    Interest-only
    indebtedness may increase our risk of default and ultimately may
    reduce our funds available for distribution to our
    stockholders.
    If we
    enter into financing arrangements involving balloon payment
    obligations, it may adversely affect our ability to refinance or
    sell properties on favorable terms and to pay distributions to
    our stockholders.
    Risks
    Related to Other Real Estate-Related Investments
  We do
    not have substantial experience in acquiring mortgage loans or
    investing in real estate-related securities, which may result in
    our real estate-related investments failing to produce returns
    or incurring losses.
   41




---



##### Table of Contents



Real
    estate-related equity securities in which we may invest are
    subject to specific risks relating to the particular issuer of
    the securities and may be subject to the general risks of
    investing in real estate or real estate-related
    assets.
    The
    mortgage loans in which we may invest and the mortgage loans
    underlying the mortgage-backed securities in which we may invest
    may be impacted by unfavorable real estate market conditions,
    which could decrease their value.
    Delays
    in liquidating defaulted mortgage loan investments could reduce
    our investment returns.
    We
    expect a portion of our real estate-related investments to be
    illiquid and we may not be able to adjust our portfolio in
    response to changes in economic and other
    conditions.
   42




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##### Table of Contents



Interest
    rate and related risks may cause the value of our real
    estate-related investments to be reduced.
      If we
    liquidate prior to the maturity of our real estate-related
    investments, we may be forced to sell those investments on
    unfavorable terms or at a loss.
    Federal
    Income Tax Risks
  Failure
    to remain qualified as a REIT for federal income tax purposes
    would subject us to federal income tax on our taxable income at
    regular corporate rates, which would substantially reduce our
    ability to pay distributions to our stockholders.
     43




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##### Table of Contents



To
    remain qualified as a REIT and to avoid the payment of federal
    income and excise taxes, we may be forced to borrow funds, use
    proceeds from the issuance of securities (including our
    follow-on offering ), or sell assets to pay distributions, which
    may result in our distributing amounts that may otherwise be
    used for our operations.
    Our
    investment strategy may cause us to incur penalty taxes, lose
    our REIT status, or own and sell properties through taxable REIT
    subsidiaries, each of which would diminish the return to our
    stockholders.
  i.e.
  i.e.
   44




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##### Table of Contents



Our
    stockholders may have a current tax liability on distributions
    they elect to reinvest in shares of our common
    stock.
    Legislative
    or regulatory action with respect to taxes could adversely
    affect the returns to our investors.
     45




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##### Table of Contents



In
    certain circumstances, we may be subject to federal and state
    income taxes as a REIT, which would reduce our cash available
    for distribution to our stockholders.
    Distributions
    to tax-exempt stockholders may be classified as
    UBTI.
    
    part of the income and gain recognized by certain qualified
    employee pension trusts with respect to our common stock may be
    treated as UBTI if the shares of our common stock are
    predominately held by qualified employee pension trusts, and we
    are required to rely on a special look-through rule for purposes
    of meeting one of the REIT share ownership tests, and we are not
    operated in a manner to avoid treatment of such income or gain
    as UBTI;
    part of the income and gain recognized by a tax exempt
    stockholder with respect to the shares of our common stock would
    constitute UBTI if the stockholder incurs debt in order to
    acquire shares of our common stock; and
    part or all of the income or gain recognized with respect to the
    shares of our common stock by social clubs, voluntary employee
    benefit associations, supplemental unemployment benefit trusts
    and qualified group legal services plans which are exempt from
    federal income taxation under Sections 501(c)(7), (9),
    (17) or (20) of the Code may be treated as UBTI.  Complying
    with the REIT requirements may cause us to forego otherwise
    attractive opportunities.
   46




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##### Table of Contents



Foreign
    purchasers of shares of our common stock may be subject to
    FIRPTA tax upon the sale of their shares of our common
    stock.
    Foreign
    stockholders may be subject to FIRPTA tax upon the payment of a
    capital gains dividend.
    Employee
    Benefit Plan, IRA and Other Tax-Exempt Investor Risks
    If our
    stockholders fail to meet the fiduciary and other standards
    under ERISA or the Code as a result of an investment in shares
    of our common stock, our stockholders could be subject to
    criminal and civil penalties.
    
    whether their investment is consistent with the applicable
    provisions of ERISA and the Code, or any other applicable
    governing authority in the case of a government plan;
    whether their investment is made in accordance with the
    documents and instruments governing their Benefit Plan or IRA,
    including their Benefit Plan or IRAs investment policy;
    whether their investment satisfies the prudence and
    diversification requirements of Sections 404(a)(1)(B) and
    404(a)(1)(C) of ERISA;
    whether their investment will impair the liquidity of the
    Benefit Plan or IRA;
    whether their investment will constitute a prohibited
    transaction under Section 406 of ERISA or Section 4975
    of the Code;
    whether their investment will produce unrelated business taxable
    income, referred to as UBTI and as defined in Sections 511
    through 514 of the Code, to the Benefit Plan or IRA; and
    their need to value the assets of the Benefit Plan or IRA
    annually in accordance with ERISA and the Code. 47




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##### Table of Contents



and/or and/or
  Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      % Total





Annual RentProperty

# of


Ownership


Date


Purchase


Annual


of Annual


Physical


Per LeasedProperty

Location

Units


Percentage


Acquired


Price


Rent(1)


Rent(1)


Occupancy(2)


Unit(3)Consolidated Properties:Walker Ranch Apartment Homes

San Antonio, TX


325



100
%


10/31/06


$
30,750,000


$
3,453,000



9.8
%


96.0
%

$
11,067Hidden Lake Apartment Homes

San Antonio, TX


380



100
%


12/28/06



32,030,000



3,442,000



9.8



95.3



9,508Park at Northgate

Spring, TX


248



100
%


06/12/07



16,600,000



2,263,000



6.4



94.0



9,711Residences at Braemar

Charlotte, NC


160



100
%


06/29/07



15,000,000



1,463,000



4.2



90.0



10,161Baypoint Resort

Corpus Christi, TX


350



100
%


08/02/07



33,250,000



3,430,000



9.8



92.6



10,587Towne Crossing Apartments

Mansfield, TX


268



100
%


08/29/07



21,600,000



2,693,000



7.7



97.0



10,357Villas of El Dorado

McKinney, TX


248



100
%


11/02/07



18,000,000



2,094,000



6.0



91.9



9,184The Heights at Olde Towne

Portsmouth, VA


148



100
%


12/21/07



17,000,000



1,782,000



5.1



92.6



13,011The Myrtles at Olde Towne

Portsmouth, VA


246



100
%


12/21/07



36,000,000



3,040,000



8.7



90.7



13,634Arboleda Apartments

Cedar Park, TX


312



100
%


03/31/08



29,250,000



2,547,000



7.2



93.3



8,751Creekside Crossing

Lithonia, GA


280



100
%


06/26/08



25,400,000



2,889,000



8.2



93.6



11,026Kedron Village

Peachtree City, GA


216



100
%


06/27/08



29,600,000



2,533,000



7.2



94.0



12,477Canyon Ridge Apartments

Hermitage, TN


350



100
%


09/15/08



36,050,000



3,479,000



9.9



96.3



10,324Total/Weighted Average




3,531










$
340,530,000


$
35,108,000



100
%


93.9
%

$
10,587     (1)
    
    Annual rent is based on contractual base rent from leases in
    effect as of December 31, 2009.(2)
    
    Physical occupancy as of December 31, 2009.(3)
    
    Average effective annual rent per leased unit as of
    December 31, 2009.   48




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##### Table of Contents




    we believe all of our properties are adequately covered by
    insurance and are suitable for their intended purposes;
    we have no plans for any material renovations, improvements or
    development with respect to any of our properties, except in
    accordance with planned budgets; and
    our properties are located in markets where we are subject to
    competition for attracting new tenants and retaining current
    tenants.  Indebtedness
  Form 10-K.
  Item 3.
    Legal
    Proceedings.    Item 4.
    (Removed
    and Reserved). 49




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    Form 10-K; Form 10-K
  Stockholders
    Distributions
     50




---



##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of Securities





Number ofto be Issued upon


Weighted Average


SecuritiesExercise of


Exercise Price of


RemainingOutstanding Options,


Outstanding Options,


Available forPlan Category

Warrants and Rights


Warrants and Rights


Future IssuanceEquity compensation plans approved by security holders(1)










1,988,800Equity compensation plans not approved by security holders










Total










1,988,800     (1)
    
    On July 19, 2006, we granted an aggregate of
    4,000 shares of restricted common stock, as defined in our
    2006 Plan, to our independent directors under our 2006 Plan, of
    which 20.0% vested on the grant date and 20.0% will vest on each
    of the first four anniversaries of the date of the grant. On
    each of June 12, 2007, June 25, 2008 and June 23,
    2009, in connection with their re-election, we granted an
    aggregate of 3,000 shares of restricted common stock to our
    independent directors under our 2006 Plan, which will vest over
    the same period described above. On September 24, 2009, in
    connection with the resignation of one independent director, W.
    Brand Inlow, and the concurrent election of a new independent
    director, Richard S. Johnson, we granted 1,000 shares of
    restricted common stock to Mr. Johnson under our 2006 Plan,
    which will vest over the same period described above. In
    addition, 800 shares and 2,000 shares of 51




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##### Table of Contents



restricted common stock were forfeited in November 2006 and
    September 2009, respectively. Such outstanding shares of
    restricted common stock are not shown in the chart above as they
    are deemed outstanding shares of our common stock; however, such
    grants reduce the number of securities remaining available for
    future issuance.  Use of
    Public Offering Proceeds
  Initial
    Offering
  Form S-11 (File No. 333-130945)
      Follow-on
    Offering
  Form S-11 No. 333-157375)
         52




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##### Table of Contents



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


Dollar ValueTotal Number of Shares


of Shares that May(a)


(b)


Purchased As Part of


Yet Be PurchasedTotal Number of


Average Price


Publicly Announced


Under thePeriod

Shares Purchased


Paid per Share


Plan or Program(1)


Plans or ProgramsOctober 1, 2009 to October 31, 2009


52,278


$
10.00



52,278


$

(2)November 1, 2009 to November 30, 2009





$







$
December 1, 2009 to December 31, 2009





$







$
     (1)
    
    Our board of directors adopted a share repurchase plan effective
    July 19, 2006. Our board of directors adopted, and we
    publicly announced, an amended share repurchase plan effective
    August 25, 2008. On September 30, 2009, our board of
    directors approved an amendment and restatement of our share
    repurchase plan. As of December 31, 2009, we had
    repurchased 329,262 shares pursuant to our share repurchase
    plan. Our share repurchase plan does not have an expiration date.(2)
    
    Subject to funds being available, we will limit the number of
    shares of our common stock repurchased during any calendar year
    to 5.0% of the weighted average number of shares of our common
    stock outstanding during the prior calendar year. 53




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##### Table of Contents



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


January 10, 2006Selected Financial Data

2009


2008


2007


2006


(Date of Inception)BALANCE SHEET DATA:Total assets

$
338,303,000


$
344,685,000


$
228,814,000


$
67,214,000


$
201,000Mortgage loan payables, net

$
217,434,000


$
217,713,000


$
139,318,000


$
19,218,000


$
Unsecured note payables to affiliate

$
9,100,000


$
9,100,000


$
7,600,000


$
10,000,000


$
Total equity

$
104,769,000


$
106,705,000


$
66,057,000


$
14,248,000


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


through2009


2008


2007


December 31, 2006STATEMENT OF OPERATIONS DATA:Total revenues

$
37,465,000


$
31,878,000


$
12,705,000


$
659,000Loss from continuing operations

$
(5,719,000
)

$
(12,827,000
)

$
(5,579,000
)

$
(523,000
)Net loss attributable to controlling interest

$
(5,719,000
)

$
(12,826,000
)

$
(5,579,000
)

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

$
(0.35
)

$
(1.04
)

$
(1.10
)

$
(1.99
)Net loss attributable to controlling interest

$
(0.35
)

$
(1.04
)

$
(1.10
)

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

$
5,718,000


$
1,567,000


$
2,195,000


$
301,000Cash flows used in investing activities

$
(1,824,000
)

$
(126,638,000
)

$
(126,965,000
)

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

$
337,000


$
126,041,000


$
125,010,000


$
65,144,000OTHER DATA:Distributions declared

$
9,999,000


$
8,633,000


$
3,519,000


$
145,000Distributions declared per common share

$
0.62


$
0.70


$
0.68


$
0.14Funds from operations(2)

$
6,135,000


$
(1,106,000
)

$
(194,000
)

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

$
19,343,000


$
15,832,000


$
6,482,000


$
393,000     (1)
    
    Net loss per common share is based upon the weighted average
    number of shares of our common stock outstanding. Distributions
    by us of our current and accumulated earnings and profits for
    federal income tax purposes are taxable to stockholders as
    ordinary income. Distributions in excess of these earnings and
    profits generally are treated as a non-taxable reduction of the
    stockholders basis in the shares of our common stock to
    the extent thereof (a return of capital for tax purposes) and,
    thereafter, as taxable gain. These distributions in excess of
    earnings and profits will have the effect of deferring taxation
    of the distributions until the sale of the stockholders
    common stock.(2)
    
    For additional information on FFO, see Item 7.
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Funds from Operations,
    which includes a reconciliation of our GAAP net loss to FFO for
    the years ended December 31, 2009, 2008 and 2007.(3)
    
    For additional information on net operating income, see
    Item 7. Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Net
    Operating Income, which includes a reconciliation of our GAAP
    net loss to net operating income for the years ended
    December 31, 2009, 2008 and 2007. 54




---



##### Table of Contents



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
     55




---



##### Table of Contents



day-to-day
    Business
    Strategy
    Following
    Demographic Trends and Population Shifts to Find Attractive
    Tenants in Quality Apartment Community Markets
  and/or
   56




---



##### Table of Contents



Leveraging
    the Experience of Our Management
      Critical
    Accounting Policies
    Use of
    Estimates
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Revenue Recognition
  605-45, Revenue Recognition  Principal Agent
    Considerations 605-45. 605-45
   57




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##### Table of Contents



Capitalization
    of Expenditures and Depreciation of Assets
    Impairment
    
    significant negative industry or economic trends;
    a significant underperformance relative to historical or
    projected future operating results; and
    a significant change in the extent or manner in which the asset
    is used or a significant physical change in the asset.    Properties
    Held for Sale
  Property, Plant and Equipment
    
    management, having the authority to approve the action, commits
    to a plan to sell the asset;
    the asset is available for immediate sale in its present
    condition subject only to terms that are usual and customary for
    sales of such assets; 58




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##### Table of Contents




    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
       59




---



##### Table of Contents



Qualification
    as a REIT
      Recently
    Issued Accounting Pronouncements
  Form 10-K.
  Acquisitions
    in 2009, 2008 and 2007
  Form 10-K.
  Factors
    Which May Influence Results of Operations
  Form 10-K,
  Rental
    Income
    Offering
    Proceeds
   60




---



##### Table of Contents



Sarbanes-Oxley
    Act
      Results
    of Operations
  Comparison
    of the Years Ended December 31, 2009, 2008 and
    2007
      Revenues
     61




---



##### Table of Contents



Rental
    Expenses
    Years Ended December 31,2009


2008


2007Administration

$
6,101,000


$
4,665,000


$
1,606,000Real estate taxes


5,679,000



5,368,000



2,488,000Utilities


2,505,000



2,399,000



599,000Repairs and maintenance


2,175,000



2,024,000



852,000Property management fees


1,087,000



1,129,000



489,000Insurance


575,000



461,000



189,000Total rental expenses

$
18,122,000


$
16,046,000


$
6,223,000     General
    and Administrative
    Years Ended December 31,2009


2008


2007Professional and legal fees(a)

$
456,000


$
672,000


$
601,000Bad debt expense


446,000



544,000



264,000Directors and officers insurance premiums


230,000



220,000



202,000Bank charges


113,000



61,000



6,000Franchise taxes


103,000



57,000



2,000Directors fees


98,000



101,000



100,000Postage and delivery


72,000



60,000



20,000Investor-related services


67,000



68,000



11,000Acquisition-related costs(b)


12,000



825,000



Asset management fee(c)






2,563,000



950,000Acquisition-related audit fees to comply with the provisions of
    Article 3-14
    of
    Regulation S-X(d)






84,000



187,000Other


62,000



99,000



40,000Total general and administrative

$
1,659,000


$
5,354,000


$
2,383,000    62




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##### Table of Contents



Form 10-K Form 10-Q.
              Depreciation
    and Amortization
   63




---



##### Table of Contents



Interest
    Expense
    Years Ended December 31,2009


2008


2007Interest expense on mortgage loan payables(a)

$
10,429,000


$
9,783,000


$
3,358,000Amortization of deferred financing fees  mortgage
    loan payables(a)


231,000



173,000



36,000Amortization of debt discount


136,000



136,000



47,000Interest expense on the Wachovia Loan(b)


124,000



714,000



39,000Interest expense on the line of credit(b)










377,000Write-off of deferred financing fees  line of
    credit(c)






243,000



Unused and annual fees on line of credit










128,000Amortization of deferred financing fees  lines of
    credit(c)


88,000



338,000



197,000Interest expense on unsecured note payables to affiliate(d)


544,000



220,000



204,000Total interest expense

$
11,552,000


$
11,607,000


$
4,386,000                  64




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##### Table of Contents



Interest
    and Dividend Income
    Liquidity
    and Capital Resources
    and/or
       65




---



##### Table of Contents



Other
    Liquidity Needs
        Cash
    Flows
   66




---



##### Table of Contents



Distributions
     67




---



##### Table of Contents



Years Ended December 31,2009


2008


2007Ordinary income

$





%

$





%

$





%Capital gain






















Return of capital


0.63



100



0.70



100



0.68



100$
0.63



100
%

$
0.70



100
%

$
0.68



100
%     Financing
      Mortgage
    Loan Payables, Net and Unsecured Note Payables to
    Affiliate
  Form 10-K.
  Line of
    Credit
  Form 10-K.
  REIT
    Requirements
   68




---



##### Table of Contents



Commitments
    and Contingencies
  Form 10-K.
  Debt
    Service Requirements
        Contractual
    Obligations
    Payments Due by PeriodLess than 1 Year


1-3 Years


4-5 Years


More than 5 Years(2010)


(2011-2012)


(2013-2014)


(After 2014)


TotalPrincipal payments  fixed rate debt

$
588,000


$
10,535,000


$
15,955,000


$
139,117,000


$
166,195,000Interest payments  fixed rate debt


9,230,000



17,547,000



16,864,000



15,022,000



58,663,000Principal payments  variable rate debt










251,000



60,749,000



61,000,000Interest payments  variable rate debt (based on rates
    in effect as of December 31, 2009)


1,512,000



3,029,000



3,021,000



895,000



8,457,000Total

$
11,330,000


$
31,111,000


$
36,091,000


$
215,783,000


$
294,315,000   Off-Balance
    Sheet Arrangements
    Inflation
   69




---



##### Table of Contents



Funds
    from Operations
            Years Ended December 31,2009


2008


2007Net loss

$
(5,719,000
)

$
(12,827,000
)

$
(5,579,000
)Add:Net loss attributable to noncontrolling interests






1,000



Depreciation and amortization  consolidated properties


11,854,000



11,720,000



5,385,000FFO

$
6,135,000


$
(1,106,000
)

$
(194,000
)FFO per common share  basic and diluted

$
0.38


$
(0.09
)

$
(0.04
)Weighted average common shares outstanding  basic and
    diluted


16,226,924



12,322,032



5,063,942    70




---



##### Table of Contents



Net
    Operating Income
      Years Ended December 31,2009


2008


2007Net loss

$
(5,719,000
)

$
(12,827,000
)

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


1,659,000



5,354,000



2,383,000Depreciation and amortization


11,854,000



11,720,000



5,385,000Interest expense


11,552,000



11,607,000



4,386,000Less:Interest and dividend income


(3,000
)


(22,000
)


(91,000
)Other income, net










(2,000
)Net operating income

$
19,343,000


$
15,832,000


$
6,482,000   Subsequent
    Events
  Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.       71




---



##### Table of Contents



Expected Maturity Date2010


2011


2012


2013


2014


Thereafter


Total


Fair ValueFixed rate debt  principal payments

$
588,000


$
9,801,000


$
734,000


$
1,145,000


$
14,810,000


$
139,117,000


$
166,195,000



*Weighted average interest rate on maturing debt (based on rates
    in effect as of December 31, 2009)


5.32
%


4.56
%


5.32
%


5.47
%


5.08
%


5.63
%


5.52
%


Variable rate debt  principal payments

$



$



$



$
49,000


$
202,000


$
60,749,000


$
61,000,000


$
55,986,000Weighted average interest rate on maturing debt (based on rates
    in effect as of December 31, 2009)



%



%



%


2.47
%


2.47
%


2.45
%


2.45
%


     *
    
    The estimated fair value of our fixed rate mortgage loan
    payables was $162,414,000 as of December 31, 2009. The
    estimated fair value of the $9,100,000 principal amount
    outstanding under the Consolidated Promissory Note as of
    December 31, 2009 is not determinable due to the related
    party nature of the note.            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.
 72




---



##### Table of Contents



Rules 13a-15(b) 15d-15(b) Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control over
    Financial Reporting. Rules 13a-15(f) 15d-15(f).
      Changes in internal control over financial
    reporting.
  Form 10-K Form 10-K.
  Item 9B.
    Other
    Information.   73




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   74




---



##### Table of Contents



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


76Consolidated Balance Sheets as of
    December 31, 2009 and 2008


77Consolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


78Consolidated Statements of Equity for the Years
    Ended December 31, 2009, 2008 and 2007


79Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


80Notes to Consolidated Financial Statements


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


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


109   75




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Deloitte &
    Touche, LLP
    76




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.CONSOLIDATED BALANCE SHEETS
    As of December 31, 2009 and 2008
  December 31,2009


2008ASSETSReal estate investments:Operating properties, net

$
324,938,000


$
335,267,000Cash and cash equivalents


6,895,000



2,664,000Accounts and other receivables


662,000



395,000Restricted cash


4,007,000



3,762,000Identified intangible assets, net






249,000Other assets, net


1,801,000



2,348,000Total assets

$
338,303,000


$
344,685,000LIABILITIES AND EQUITYLiabilities:Mortgage loan payables, net

$
217,434,000


$
217,713,000Unsecured note payables to affiliate


9,100,000



9,100,000Line of credit






3,200,000Accounts payable and accrued liabilities


5,698,000



5,859,000Accounts payable due to affiliates, net


140,000



864,000Security deposits, prepaid rent and other liabilities


1,162,000



1,244,000Total liabilities


233,534,000



237,980,000Commitments and contingencies (Note 8)Redeemable noncontrolling interest (Note 10)






Equity:Stockholders 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; 17,028,454 and 15,488,810 shares issued and
    outstanding as of December 31, 2009 and December 31,
    2008, respectively


170,000



155,000Additional paid-in capital


151,542,000



137,775,000Accumulated deficit


(46,943,000
)


(31,225,000
)Total stockholders equity


104,769,000



106,705,000Noncontrolling interest (Note 11)






Total equity


104,769,000



106,705,000Total liabilities and equity

$
338,303,000


$
344,685,000    77




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the
    Years Ended December 31, 2009, 2008 and 2007
  Years Ended December 31,2009


2008


2007Revenues:Rental income

$
33,674,000


$
28,692,000


$
11,610,000Other property revenues


3,791,000



3,186,000



1,095,000Total revenues


37,465,000



31,878,000



12,705,000Expenses:Rental expenses


18,122,000



16,046,000



6,223,000General and administrative


1,659,000



5,354,000



2,383,000Depreciation and amortization


11,854,000



11,720,000



5,385,000Total expenses


31,635,000



33,120,000



13,991,000Income (loss) from operations


5,830,000



(1,242,000
)


(1,286,000
)Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to unsecured note payables to affiliate


(544,000
)


(220,000
)


(204,000
)Interest expense related to mortgage loan payables, net


(10,796,000
)


(10,092,000
)


(3,441,000
)Interest expense related to lines of credit


(212,000
)


(1,295,000
)


(741,000
)Interest and dividend income


3,000



22,000



91,000Other income, net










2,000Net loss


(5,719,000
)


(12,827,000
)


(5,579,000
)Less: Net loss attributable to noncontrolling interests






1,000



Net loss attributable to controlling interest

$
(5,719,000
)

$
(12,826,000
)

$
(5,579,000
)Net loss per share attributable to controlling
    interest  basic and diluted

$
(0.35
)

$
(1.04
)

$
(1.10
)Weighted average number of common shares
    outstanding  basic and diluted


16,226,924



12,322,032



5,063,942    78




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.CONSOLIDATED STATEMENTS OF EQUITY
    For the Years Ended December 31, 2009, 2008 and
    2007
  Stockholders EquityCommon Stock


Additional














RedeemableNumber of





Paid-In


Preferred


Accumulated


Noncontrolling


Total


NoncontrollingShares


Amount


Capital


Stock


Deficit


Interest


Equity


InterestBALANCE  December 31, 2006


1,686,068


$
17,000


$
14,898,000


$



$
(668,000
)

$
1,000


$
14,248,000


$
Issuance of common stock


6,707,393



67,000



66,934,000















67,001,000



Issuance of vested and nonvested restricted common stock


3,000







6,000















6,000



Offering costs










(7,367,000
)














(7,367,000
)


Amortization of nonvested common stock compensation










9,000















9,000



Issuance of common stock under the DRIP


132,383



1,000



1,257,000















1,258,000



Distributions


















(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
)


1,000



66,057,000



Issuance of common stock


6,641,058



67,000



66,269,000















66,336,000



Issuance of vested and nonvested restricted common stock


3,000







6,000















6,000



Offering costs










(7,254,000
)














(7,254,000
)


Amortization of nonvested common stock compensation










15,000















15,000



Issuance of common stock under the DRIP


400,216



4,000



3,798,000















3,802,000



Repurchase of common stock


(84,308
)


(1,000
)


(796,000
)














(797,000
)


Distributions


















(8,633,000
)






(8,633,000
)


Net loss


















(12,826,000
)


(1,000
)


(12,827,000
)


BALANCE  December 31, 2008


15,488,810



155,000



137,775,000







(31,225,000
)






106,705,000



Issuance of common stock


1,322,313



13,000



13,202,000















13,215,000



Issuance of vested and nonvested restricted common stock


4,000







8,000















8,000



Forfeiture of nonvested shares of common stock


(2,000
)






(2,000
)














(2,000
)


Offering costs










(1,447,000
)














(1,447,000
)


Amortization of nonvested common stock compensation










18,000















18,000



Issuance of common stock under the DRIP


460,285



5,000



4,368,000















4,373,000



Repurchase of common stock


(244,954
)


(3,000
)


(2,380,000
)














(2,383,000
)


Distributions


















(9,999,000
)






(9,999,000
)


Net loss


















(5,719,000
)






(5,719,000
)


BALANCE  December 31, 2009


17,028,454


$
170,000


$
151,542,000


$



$
(46,943,000
)

$



$
104,769,000


$
    79




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Years Ended December 31, 2009, 2008 and
    2007
  Years Ended December 31,2009


2008


2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(5,719,000
)

$
(12,827,000
)

$
(5,579,000
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization (including deferred financing
    costs and debt discount)


12,309,000



12,610,000



5,665,000(Gain) loss on property insurance settlements


(101,000
)


16,000



Stock based compensation, net of forfeitures


24,000



21,000



15,000Bad debt expense


446,000



544,000



264,000Changes in operating assets and liabilities:Accounts and other receivables


(726,000
)


(712,000
)


(307,000
)Other assets, net


233,000



(79,000
)


218,000Accounts payable and accrued liabilities


286,000



1,819,000



2,125,000Accounts payable due to affiliates, net


(580,000
)


324,000



28,000Security deposits and prepaid rent


(454,000
)


(149,000
)


(234,000
)Net cash provided by operating activities


5,718,000



1,567,000



2,195,000CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of real estate operating properties


(469,000
)


(124,874,000
)


(123,657,000
)Capital expenditures


(1,304,000
)


(1,648,000
)


(215,000
)Proceeds from property insurance settlements


194,000



360,000



Restricted cash


(245,000
)


(476,000
)


(3,093,000
)Net cash used in investing activities


(1,824,000
)


(126,638,000
)


(126,965,000
)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on mortgage loan payables






78,651,000



82,482,000Payments on mortgage loan payables


(415,000
)


(391,000
)


(137,000
)Borrowings on unsecured note payables to affiliate






9,100,000



31,900,000Payments on unsecured note payables to affiliate






(7,600,000
)


(34,300,000
)Borrowings on the lines of credit






34,850,000



13,195,000Payments on the lines of credit


(3,200,000
)


(41,650,000
)


(24,780,000
)Deferred financing costs


(4,000
)


(1,050,000
)


(1,174,000
)Security deposits


367,000



196,000



(7,000
)Proceeds from issuance of common stock


13,238,000



66,636,000



66,796,000Repurchase of common stock


(2,383,000
)


(797,000
)


Payment of offering costs


(1,590,000
)


(7,490,000
)


(7,108,000
)Distributions


(5,676,000
)


(4,414,000
)


(1,857,000
)Net cash provided by financing activities


337,000



126,041,000



125,010,000NET CHANGE IN CASH AND CASH EQUIVALENTS


4,231,000



970,000



240,000CASH AND CASH EQUIVALENTS  Beginning of period


2,664,000



1,694,000



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

$
6,895,000


$
2,664,000


$
1,694,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:Interest

$
11,109,000


$
10,376,000


$
3,483,000Income taxes

$
120,000


$
11,000


$
2,000SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Investing Activities:Accrued capital expenditures

$
26,000


$
20,000


$
17,000The following represents the increase in certain assets and
    liabilities in connection with our acquisitions of operating
    properties:Accounts and other receivables

$



$
2,000


$
20,000Other assets, net

$



$
141,000


$
314,000Accounts payable and accrued liabilities

$



$
399,000


$
1,385,000Mortgage loan payables, net

$



$



$
37,709,000Security deposits and prepaid rent

$



$
521,000


$
732,000Financing Activities:Issuance of common stock under the DRIP

$
4,373,000


$
3,802,000


$
1,258,000Distributions declared but not paid

$
848,000


$
898,000


$
481,000Accrued offering costs

$
44,000


$
187,000


$
423,000Accrued deferred financing costs

$



$



$
4,000Receivable for issuance of common stock

$



$
23,000


$
323,000    80




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2009, 2008 and 2007
  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        day-to-day
   81




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    Summary
    of Significant Accounting Policies    Basis
    of Presentation
  Consolidation
    Use of
    Estimates
    Cash
    and Cash Equivalents
    Restricted
    Cash
   82




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Revenue Recognition
  605-45, Revenue Recognition  Principal Agent
    Considerations 605-45. 605-45
    Properties
    Held for Sale
  Property, Plant and Equipment
    
    management, having the authority to approve the action, commits
    to a plan to sell the asset;
    the asset is available for immediate sale in its present
    condition subject only to terms that are usual and customary for
    sales of such assets;
    an active program to locate a buyer and other actions required
    to complete the plan to sell the asset has been initiated;
    the sale of the asset is probable and the transfer of the asset
    is expected to qualify for recognition as a completed sale
    within one year; 83




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    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
       84




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operating
    Properties, Net
      Fair
    Value Measurements
  Fair Value Measurements and
    Disclosures
     85




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Assets, Net
    Stock
    Compensation
  Compensation  Stock
    Compensation
  Income
    Taxes
      Income Taxes
  Segment
    Disclosure
  Segment Reporting,
  Prior
    Period Correction in Cash Flow Presentation
   86




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently
    Issued Accounting Pronouncements
  Accounting for Transfers of Financial Assets  an
    amendment of FASB Statement No. 140 Transfers and Servicing Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities Transfers
    and Servicing Consolidation of Variable Interest Entities,
    an Interpretation of Accounting Research
    Bulletin No. 51, Consolidation
  Amendments to FASB Interpretation No. 46(R) Consolidation
  2010-06, Improving Disclosures about Fair Value Measurements 2010-06. 2010-06 2010-06 2010-06 2010-06 2010-06
 87




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Real
    Estate Investments    December 31,2009


2008Land

$
41,926,000


$
41,926,000Land improvements


22,066,000



22,066,000Building and improvements


274,199,000



273,171,000Furniture, fixtures and equipment


10,799,000



10,734,000348,990,000



347,897,000Less: accumulated depreciation


(24,052,000
)


(12,630,000
)$
324,938,000


$
335,267,000     Acquisition
    of Real Estate Investments
    Acquisitions
    in 2009
    Acquisitions
    in 2008
         88




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Acquisitions
    in 2007
                 89




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              4.
    Identified
    Intangible Assets, Net    December 31,2009


2008In place leases, net of accumulated amortization of $0 and
    $185,000 as of December 31, 2009 and 2008, respectively
    (with a weighted average remaining life of 0 months and
    4 months as of December 31, 2009 and 2008,
    respectively)

$



$
181,000Tenant relationships, net of accumulated amortization of $0 and
    $69,000 as of December 31, 2009 and 2008, respectively
    (with a weighted average remaining life of 0 months and
    4 months as of December 31, 2009 and 2008,
    respectively)






68,000$



$
249,000    90




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Other
    Assets, Net    December 31,2009


2008Deferred financing costs, net of accumulated amortization of
    $440,000 and $225,000 as of December 31, 2009 and 2008,
    respectively

$
1,435,000


$
1,750,000Prepaid expenses and deposits


366,000



598,000$
1,801,000


$
2,348,000       Year

Amount2010

$
232,0002011

$
232,0002012

$
232,0002013

$
232,0002014

$
228,000Thereafter

$
279,000   6.
    Mortgage
    Loan Payables, Net and Unsecured Note Payables to
    Affiliate  Mortgage
    Loan Payables, Net
     91




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,Property

Interest Rate


Maturity Date

2009


2008Fixed Rate Debt:Hidden Lake Apartment Homes


5.34
%

01/11/17

$
19,218,000


$
19,218,000Walker Ranch Apartment Homes


5.36
%

05/11/17


20,000,000



20,000,000Residences at Braemar


5.72
%

06/01/15


9,355,000



9,513,000Park at Northgate


5.94
%

08/01/17


10,295,000



10,295,000Baypoint Resort


5.94
%

08/01/17


21,612,000



21,612,000Towne Crossing Apartments


5.04
%

11/01/14


14,789,000



15,046,000Villas of El Dorado


5.68
%

12/01/16


13,600,000



13,600,000The Heights at Olde Towne


5.79
%

01/01/18


10,475,000



10,475,000The Myrtles at Olde Towne


5.79
%

01/01/18


20,100,000



20,100,000Arboleda Apartments


5.36
%

04/01/15


17,651,000



17,651,000157,095,000



157,510,000Variable Rate Debt:Creekside Crossing


2.42
%*

07/01/15


17,000,000



17,000,000Kedron Village


2.44
%*

07/01/15


20,000,000



20,000,000Canyon Ridge Apartments


2.47
%*

10/01/15


24,000,000



24,000,00061,000,000



61,000,000Total fixed and variable rate debt








218,095,000



218,510,000Less: discount








(661,000
)


(797,000
)Mortgage loan payables, net







$
217,434,000


$
217,713,000     *
    
    Represents the interest rate in effect as of December 31,
    2009. In addition, pursuant to the terms of the related loan
    documents, the maximum variable interest rate allowable is
    capped at a rate ranging from 6.50% to 6.75% per annum.    Year

Amount2010

$
588,0002011

$
701,0002012

$
734,0002013

$
1,194,0002014

$
15,012,000Thereafter

$
199,866,000  92




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##### 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 Rate06/27/08

$
3,700,000



05/10/09



5.26
%


7.26
%09/15/08


5,400,000



03/15/09



4.99
%


6.99
%$
9,100,000           7.
    Line of
    Credit  Wachovia
    Loan
     93




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8.
    Commitments
    and Contingencies  Litigation
    Environmental
    Matters
    Other
    Organizational and Offering Expenses
    Initial
    Offering
   94




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Follow-On
    Offering
    Other
    9.
    Related
    Party Transactions  Fees
    and Expenses Paid to Affiliates
  and/or
  Offering
    Stage
  Selling
    Commissions
  Initial
    Offering
   95




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Follow-On
    Offering
    Initial
    Offering Marketing Support Fees and Due Diligence Expense
    Reimbursements and Follow-On Offering Dealer Manager
    Fees
  Initial
    Offering
    Follow-On
    Offering
    Other
    Organizational and Offering Expenses
  Initial
    Offering
   96




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Follow-On
    Offering
    Acquisition
    and Development Stage
  Acquisition
    Fee
    Reimbursement
    of Acquisition Expenses
     97




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operational
    Stage
  Asset
    Management Fee
        Property
    Management Fee
    On-site
    Personnel Payroll
  on-site
  Operating
    Expenses
   98




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Compensation
    for Additional Services
            Liquidity
    Stage
  Disposition
    Fees
   99




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Incentive
    Distribution upon Sales
    Incentive
    Distribution upon Listing
    Fees
    Payable upon Internalization of the Advisor
    Accounts
    Payable Due to Affiliates, Net
    December 31,Entity

Fee

2009


2008Grubb & Ellis Realty Investors

Operating Expenses

$
6,000


$
10,000Grubb & Ellis Realty Investors

Offering Costs


14,000



157,000Residential Management

On-site Personnel Payroll






Grubb & Ellis Realty Investors

Acquisition Related Expenses






1,000Grubb & Ellis Securities

Selling Commissions, Marketing Support
      Fees and Dealer Manager Fees


30,000



30,000Residential Management

Property Management Fees


90,000



85,000Triple Net Properties Realty, Inc.

Asset and Property Management Fees






581,000$
140,000


$
864,000  100




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unsecured
    Note Payables to Affiliate
    10.
    Redeemable
    Noncontrolling Interest    11.
    Equity  Preferred
    Stock
    Common
    Stock
     101




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Noncontrolling
    Interest
      Distribution
    Reinvestment Plan
    Share
    Repurchase Plan
         102




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006
    Incentive Award Plan
         103




---



##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedRestricted


Average GrantCommon


Date FairStock


ValueBalance  December 31, 2006


2,400


$
10.00Granted


3,000



10.00Vested


(1,200
)


10.00Forfeited






Balance  December 31, 2007


4,200



10.00Granted


3,000



10.00Vested


(1,800
)


10.00Forfeited






Balance  December 31, 2008


5,400



10.00Granted


4,000



10.00Vested


(2,600
)


10.00Forfeited


(2,000
)


10.00Balance  December 31, 2009


4,800


$
10.00Expected to vest  December 31, 2009


4,800


$
10.00   12.
    Fair
    Value of Financial Instruments  Financial Instruments
  Financial
    Instruments Reported at Fair Value
  Cash and
    Cash Equivalents
      Quoted Pricesin Active Markets





Significantfor


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1 )


(Level 2)


(Level 3)


TotalAssetsMoney market funds

$
3,000



$




$




$
3,000Total assets at fair value

$
3,000



$




$




$
3,000    104




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financial
    Instruments Disclosed at Fair Value
  Financial Instruments,
        13.
    Tax
    Treatment of Distributions    Years Ended December 31,2009


2008


2007Ordinary income

$





%

$





%

$





%Capital gain






















Return of capital


0.63



100



0.70



100



0.68



100$
0.63



100
%

$
0.70



100
%

$
0.68



100
%   14.
    Concentration
    of Credit Risk     105




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Per Share
    Data  Earnings Per Share
  16.
    Selected
    Quarterly Financial Data (Unaudited)    Quarters EndedDecember 31, 2009


September 30, 2009


June 30, 2009


March 31, 2009Revenues

$
9,423,000


$
9,405,000


$
9,259,000


$
9,378,000Expenses


(7,651,000
)


(8,037,000
)


(7,951,000
)


(7,996,000
)Income from operations


1,772,000



1,368,000



1,308,000



1,382,000Other expense, net


(2,862,000
)


(2,933,000
)


(2,894,000
)


(2,860,000
)Net loss


(1,090,000
)


(1,565,000
)


(1,586,000
)


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














Net loss attributable to controlling interest

$
(1,090,000
)

$
(1,565,000
)

$
(1,586,000
)

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

$
(0.06
)

$
(0.10
)

$
(0.10
)

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


16,780,769



16,384,198



16,042,294



15,688,833   106




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters EndedDecember 31, 2008


September 30, 2008


June 30, 2008


March 31, 2008Revenues

$
9,421,000


$
8,885,000


$
7,267,000


$
6,305,000Expenses


(9,900,000
)


(8,883,000
)


(7,470,000
)


(6,867,000
)(Loss) income from operations


(479,000
)


2,000



(203,000
)


(562,000
)Other expense, net


(3,198,000
)


(3,171,000
)


(2,857,000
)


(2,359,000
)Net loss


(3,677,000
)


(3,169,000
)


(3,060,000
)


(2,921,000
)Less: Net loss attributable to noncontrolling interests














1,000Net loss attributable to controlling interest

$
(3,677,000
)

$
(3,169,000
)

$
(3,060,000
)

$
(2,920,000
)Net loss per common share attributable to controlling
    interest  basic and diluted

$
(0.25
)

$
(0.23
)

$
(0.27
)

$
(0.31
)Weighted average number of common shares outstanding 
    basic and diluted


14,998,194



13,499,942



11,368,448



9,368,150   17.
    Subsequent
    Events  Share
    Repurchases
    Transfer
    of Interests in our Advisor
    Proposed
    Acquisition of Bella Ruscello Luxury Apartment
    Homes
    Transfer
    Agent and Investor Services Agreement
   107




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Status
    of our Follow-On Offering
    Declaration
    of Distributions
   108




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INCSCHEDULE III  REAL ESTATE
    OPERATING PROPERTIES AND
    ACCUMULATED DEPRECIATION
    December 31, 2009
  Gross Amount at Which Carried atInitial Cost to Company





Close of PeriodBuilding,








Building,Improvements


Cost Capitalized





Improvementsand


Subsequent to





and





Accumulated


Date of


DateEncumbrances


Land


Fixtures


Acquisition(a)


Land


Fixtures


Total(b)


Depreciation(d)(e)


Construction


AcquiredWalker Ranch Apartment Homes (Residential)

San Antonio, TX

$
20,000,000


$
3,025,000


$
28,273,000


$
79,000


$
3,025,000


$
28,352,000


$
31,377,000


$
(3,308,000
)


2004



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

San Antonio, TX


19,218,000



3,031,000



29,540,000



231,000



3,031,000



29,771,000



32,802,000



(2,701,000
)


2004



12/28/06Park at Northgate (Residential)

Spring, TX


10,295,000



1,870,000



14,958,000



169,000



1,870,000



15,127,000



16,997,000



(1,644,000
)


2002



06/12/07Residences at Braemar (Residential)

Charlotte, NC


9,355,000



1,564,000



13,718,000



75,000



1,564,000



13,793,000



15,357,000



(1,307,000
)


2005



06/29/07Baypoint Resort (Residential)

Corpus Christi, TX


21,612,000



5,306,000



28,522,000



624,000



5,306,000



29,146,000



34,452,000



(2,161,000
)


1998



08/02/07Towne Crossing Apartments (Residential)

Mansfield, TX


14,789,000



2,041,000



19,079,000



182,000



2,041,000



19,261,000



21,302,000



(1,836,000
)


2004



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

McKinney, TX


13,600,000



1,622,000



16,741,000



345,000



1,622,000



17,086,000



18,708,000



(1,832,000
)


2002



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

Portsmouth, VA


10,475,000



2,513,000



14,957,000



42,000



2,513,000



14,999,000



17,512,000



(986,000
)


1972



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

Portsmouth, VA


20,100,000



3,698,000



33,319,000



88,000



3,698,000



33,407,000



37,105,000



(2,104,000
)


2004



12/21/07Arboleda Apartments (Residential)

Cedar Park, TX


17,651,000



4,051,000



25,928,000



74,000



4,051,000



26,002,000



30,053,000



(1,515,000
)


2007



03/31/08Creekside Crossing (Residential)

Lithonia, GA


17,000,000



5,233,000



20,699,000



79,000



5,233,000



20,778,000



26,011,000



(1,242,000
)


2003



06/26/08Kedron Village (Residential)

Peachtree City, GA


20,000,000



4,057,000



26,144,000



138,000



4,057,000



26,282,000



30,339,000



(1,606,000
)


2001



06/27/08Canyon Ridge Apartments (Residential)

Hermitage, TN


24,000,000



3,915,000



32,987,000



73,000



3,915,000



33,060,000



36,975,000



(1,810,000
)


2005



09/15/08Total



$
218,095,000


$
41,926,000


$
304,865,000


$
2,199,000


$
41,926,000


$
307,064,000


$
348,990,000
(c)

$
(24,052,000
)     (a)
    
    The cost capitalized subsequent to acquisition is net of
    dispositions. 109




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##### Table of Contents



GRUBB &
    ELLIS APARTMENT REIT, INC.
  SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES AND
 ACCUMULATED
    DEPRECIATION  (Continued)


AmountBalance as of December 31, 2006

$
63,869,000Acquisitions


159,909,000Additions


232,000Dispositions


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


223,938,000Acquisitions


122,942,000Additions


1,698,000Dispositions


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


347,897,000Acquisitions


Additions


1,382,000Dispositions


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

$
348,990,000
   (c)
    
    The aggregate cost of our real estate for federal income tax
    purposes is $354,032,000.(d)
    
    The changes in accumulated depreciation for the years ended
    December 31, 2009, 2008 and 2007 are as follows:  AmountBalance as of December 31, 2006

$
188,000Additions


3,434,000Dispositions


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

$
3,552,000Additions


9,260,000Dispositions


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

$
12,630,000Additions


11,605,000Dispositions


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

$
24,052,000
   (e)
    
    The cost of building and improvements is depreciated on a
    straight-line basis over the estimated useful lives of the
    buildings and improvements, ranging primarily from 10 to
    40 years. Land improvements are depreciated over the
    estimated useful lives ranging primarily from five to
    15 years. Furniture, fixtures and equipment is depreciated
    over the estimated useful lives ranging primarily from five to
    15 years. 110




---



##### Table of Contents



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
    1934, as amended, the registrant has duly caused this report to
    be signed on its behalf by the undersigned thereunto duly
    authorized. Grubb &
    Ellis Apartment REIT, Inc.(Registrant)By

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

Chief Executive Officer
    (principal executive officer)Date

March 19, 2010By

/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer (principal financial officer and
    principal accounting officer)Date

March 19, 2010     By

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

Chief Executive Officer
    (principal executive officer)Date

March 19, 2010By

/s/  Shannon
    K S JohnsonShannon
    K S Johnson

Chief Financial Officer (principal financial officer and
    principal accounting officer)Date

March 19, 2010By

/s/  Andrea
    R. BillerAndrea
    R. Biller

DirectorDate

March 19, 2010By

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

DirectorDate

March 19, 2010By

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

DirectorDate

March 19, 2010By

/s/  Richard
    S. JohnsonRichard
    S. Johnson

DirectorDate

March 19, 2010  111




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##### Table of Contents



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

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

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

Agreement of Limited Partnership of NNN Apartment REIT Holdings,
    L.P. dated July 19, 2006 (included as Exhibit 3.3 to our
    Quarterly Report on Form 10-Q filed November 9, 2006 and
    incorporated herein by reference)3
.4

Amendment to Amended and Restated Bylaws of NNN Apartment REIT,
    Inc. dated December 6, 2006 (included as Exhibit 3.6 to
    Post-Effective Amendment No. 1 to the registrants
    Registration Statement on Form S-11 (File No. 333-130945) filed
    January 31, 2007 and incorporated herein by reference)3
.5

Articles of Amendment to the Articles of Amendment and
    Restatement of Grubb & Ellis Apartment REIT, Inc. dated
    December 7, 2007 (included as Exhibit 3.1 to our Current Report
    on Form 8-K filed on December 10, 2007 and incorporated herein
    by reference)4
.1

Form of Subscription Agreement (included as Exhibit B to our
    Prospectus filed pursuant to Rule 424(b)(3) (File No.
    333-157375) filed July 20, 2009 and incorporated herein by
    reference)10
.1

Contract of Sale by and between Cedar Park Multifamily, Ltd. and
    Triple Net Properties, LLC, dated January 8, 2008 (included as
    Exhibit 10.1 to our Current Report on Form 8-K filed April 4,
    2008 and incorporated herein by reference)10
.2

Amendment to Contract of Sale by and between Cedar Park
    Multifamily, Ltd. and Triple Net Properties, LLC, dated February
    26, 2008 (included as Exhibit 10.2 to our Current Report on Form
    8-K filed April 4, 2008 and incorporated herein by reference)10
.3

Second Amendment to Contract of Sale by and between Cedar Park
    Multifamily, Ltd. and Grubb & Ellis Realty Investors, LLC,
    dated March 7, 2008 (included as Exhibit 10.3 to our Current
    Report on Form 8-K filed April 4, 2008 and incorporated herein
    by reference)10
.4

Third Amendment to Contract of Sale by and between Cedar Park
    Multifamily, Ltd. and Grubb & Ellis Realty Investors, LLC,
    dated March 27, 2008 (included as Exhibit 10.4 to our Current
    Report on Form 8-K filed April 4, 2008 and incorporated herein
    by reference)10
.5

Sale Agreement Assignment by and between Grubb & Ellis
    Realty Investors, LLC and G&E Apartment REIT Arboleda, LLC,
    dated March 27, 2008 (included as Exhibit 10.5 to our Current
    Report on Form 8-K filed April 4, 2008 and incorporated herein
    by reference)10
.6

Fixed+1 Multifamily Note by G&E Apartment REIT Arboleda,
    LLC in favor of PNC ARCS, LLC, dated March 31, 2008 (included as
    Exhibit 10.6 to our Current Report on Form 8-K filed April 4,
    2008 and incorporated herein by reference) 112




---



##### Table of Contents



10
.7

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing by G&E Apartment REIT
    Arboleda, LLC for the benefit of PNC ARCS, LLC, dated March 31,
    2008 (included as Exhibit 10.7 to our Current Report on Form 8-K
    filed April 4, 2008 and incorporated herein by reference)10
.8

Second Amendment to and Waiver of Loan Agreement by and between
    Grubb & Ellis Apartment REIT, Inc. and Wachovia Bank,
    National Association, date March 31, 2008 (included as Exhibit
    10.8 to our Current Report on Form 8-K filed April 4, 2008 and
    incorporated herein by reference)10
.9

Amended and Restated Promissory Note by Grubb & Ellis
    Apartment REIT, Inc. in favor of Wachovia Bank, National
    Association, dated March 31, 2008 (included as Exhibit 10.9 to
    our Current Report on Form 8-K filed April 4, 2008 and
    incorporated herein by reference)10
.10

Second Amended and Restated Pledge Agreement (Membership and
    Partnership Interests) by and between Wachovia Bank, National
    Association and Grubb & Ellis Apartment REIT Holdings,
    L.P., dated March 31, 2008 (included as Exhibit 10.10 to our
    Current Report on Form 8-K filed April 4, 2008 and incorporated
    herein by reference)10
.11

Purchase and Sale Agreement by and between Atlanta Creekside
    Gardens Associates, LLC and Grubb & Ellis Realty Investors,
    LLC, dated June 12, 2008 (included as Exhibit 10.1 to our
    Current Report on Form 8-K filed July 2, 2008 and incorporated
    herein by reference)10
.12

First Amendment to Purchase and Sale Agreement by and between
    Atlanta Creekside Gardens Associates, LLC and Grubb & Ellis
    Realty Investors, LLC, dated June 18, 2008 (included as Exhibit
    10.2 to our Current Report on Form 8-K filed July 2, 2008 and
    incorporated herein by reference)10
.13

Purchase and Sale Agreement by and between AMLI at Peachtree
    City-Phase I, LLC, AMLI at Peachtree City-Phase II, LLC and
    Grubb and Ellis Realty Investors, LLC, dated June 23, 2008
    (included as Exhibit 10.4 to our Current Report on Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.23

Assignment and Assumption of Real Estate Purchase Agreement by
    and between Grubb & Ellis Realty Investors, LLC and
    G&E Apartment REIT Kedron Village, LLC, dated June 27, 2008
    (included as Exhibit 10.5 to our Current Report on Form 8-K
    filed July 2, 2008 and incorporated herein by reference)10
.24

Unsecured Promissory Note by Grubb & Ellis Apartment REIT
    Holdings, LP in favor of NNN Realty Advisors, Inc., dated June
    27, 2008 (included as Exhibit 10.14 to our Current Report on
    Form 8-K filed July 2, 2008 and incorporated herein by reference)10
.25

Real Estate Purchase and Sale Agreement by and between
    Apartments at Canyon Ridge, LLC and Grubb & Ellis Realty
    Investors, LLC, dated July 10, 2008 (included as Exhibit 10.1 to
    our Current Report on Form 8-K filed September 19, 2008 and
    incorporated herein by reference)10
.26

First Amended and Restated Advisory Agreement by and between
    Grubb & Ellis Apartment REIT, Inc. and Grubb & Ellis
    Apartment REIT Advisor, LLC, dated July 18, 2008 (included as
    Exhibit 10.1 to our Current Report on Form 8-K filed July 21,
    2008 and incorporated herein by reference)10
.27

First Amendment to Real Estate Purchase and Sale Agreement by
    and between Apartments at Canyon Ridge, LLC and Grubb &
    Ellis Realty Investors, LLC, dated August 15, 2008 (included as
    Exhibit 10.2 to our Current Report on Form 8-K filed September
    19, 2008 and incorporated herein by reference)10
.28

Assignment and Assumption of Real Estate Purchase and Sale
    Agreement by and between Grubb & Ellis Realty Investors,
    LLC and G&E Apartment REIT Canyon Ridge, LLC, dated
    September 15, 2008 (included as Exhibit 10.3 to our Current
    Report on Form 8-K filed September 19, 2008 and incorporated
    herein by reference)10
.29

Multifamily Note by G&E Apartment REIT Canyon Ridge, LLC to
    the order of Capmark Bank, dated September 15, 2008 (included as
    Exhibit 10.4 to our Current Report on Form 8-K filed September
    19, 2008 and incorporated herein by reference)10
.31

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement by G&E Apartment REIT Canyon Ridge, LLC for the
    benefit of Capmark Bank, dated September 15, 2008 (included as
    Exhibit 10.5 to our Current Report on Form 8-K filed September
    19, 2008 and incorporated herein by reference)10
.32

Guaranty by G&E Apartment REIT, Inc. for the benefit of
    Capmark Bank, dated September 15, 2008 (included as Exhibit 10.6
    to our Current Report on Form 8-K filed September 19, 2008 and
    incorporated herein by reference)10
.33

Fourth Amendment to and Waiver of Loan Agreement between Grubb
    & Ellis Apartment REIT, Inc. and Wachovia Bank, National
    Association, dated September 15, 2008 (included as Exhibit 10.7
    to our Current Report on Form 8-K filed September 19, 2008 and
    incorporated herein by reference) 113




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##### Table of Contents



10
.34

Fourth Amended and Restated Pledge Agreement by and between
    Wachovia Bank, National Association and Grubb and Ellis
    Apartment REIT Holdings, L.P., dated September 15, 2008
    (included as Exhibit 10.8 to our Current Report on Form 8-K
    filed September 19, 2008 and incorporated herein by reference)10
.35

Unsecured Promissory Note by Grubb & Ellis Apartment REIT
    Holdings, LP in favor of NNN Realty Advisors, Inc., dated
    September 15, 2008 (included as Exhibit 10.9 to our Current
    Report on Form 8-K filed September 19, 2008 and incorporated
    herein by reference)10
.36

Assignment and Assumption of Real Estate Purchase and Sale
    Agreement by and between Grubb & Ellis Realty Investors,
    LLC and G&E Apartment REIT Canyon Ridge, LLC, dated
    September 15, 2008 (included as Exhibit 10.3 to our Current
    Report on Form 8-K/A filed September 25, 2008 and incorporated
    herein by reference)10
.37

Amendment No. 1 to First Amended and Restated Advisory Agreement
    by and between Grubb & Ellis Apartment REIT, Inc. and Grubb
    & Ellis Apartment REIT Advisor, LLC, dated as of November
    26, 2008 (included as Exhibit 10.1 to our Current Report on Form
    8-K filed on December 2, 2008 and incorporated herein by
    reference)10
.38

Dealer Manager Agreement by and between Grubb & Ellis
    Apartment REIT, Inc. and Grubb & Ellis Securities, Inc.,
    dated June 22, 2009 (included as Exhibit 1.1 to our Current
    Report on Form 8-K filed on June 26, 2009 and incorporated
    herein by reference)10
.39

Share Repurchase Plan (included as Exhibit D to our Prospectus
    filed pursuant to Rule 424(b)(3) (File No. 333-157375) filed
    July 20, 2009 and incorporated herein by reference)10
.40

Amended and Restated Distribution Reinvestment Plan (included as
    Exhibit C to our Prospectus filed pursuant to Rule 424(b)(3)
    (File No. 333-157375) filed July 20, 2009 and incorporated
    herein by reference, and as amended and included as Annex A to
    Supplement No. 1 to our Prospectus filed August 14, 2009 and
    incorporated herein by reference)10
.41

Amendment No. 2 to First Amended and Restated Advisory Agreement
    by and between Grubb & Ellis Apartment REIT, Inc. and Grubb
    & Ellis Apartment REIT Advisor, LLC, dated as of July 17,
    2009 (included as Exhibit 10.1 to our Current Report on Form 8-K
    filed on July 23, 2009 and incorporated herein by reference)10
.42

Fifth Amendment to and Waiver of Loan Agreement with Wachovia
    Bank dated August 31, 2009 (included as Exhibit 10.1 to our
    Current Report on Form 8-K filed on September 4, 2009 and
    incorporated herein by reference)10
.43

Extension No. 2 to the Unsecured Promissory Note with NNN Realty
    Advisors, Inc. dated September 15, 2009 (included as Exhibit
    10.1 to our Current Report on Form 8-K filed on September 18,
    2009 and incorporated herein by reference)10
.44

Amended and Restated Share Repurchase Plan of Grubb & Ellis
    Apartment REIT, Inc. effective as of November 5, 2009 (included
    as Exhibit 10.1 to our Current Report on Form 8-K filed on
    October 2, 2009 and incorporated herein by reference)10
.45

Consolidated Promissory Note between Grubb & Ellis
    Apartment REIT Holdings, L.P. and NNN Realty Advisors, Inc.,
    dated November 10, 2009 (included as Exhibit 10.1 to our Current
    Report on Form 8-K filed on November 12, 2009 and incorporated
    herein by reference)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     *
    
    Filed herewith.**
    
    Furnished herewith. 114