ITEM 8.01 Other Events
On August 28, 2012, Associated Estates Realty Corporation (the "Company") entered into a separate Equity Distribution Agreement (each an "Equity Distribution Agreement" and, collectively, the "Equity Distribution Agreements") with each of Barclays Capital Inc., Citigroup Global Markets Inc., Jefferies & Company, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Raymond James & Associates, Inc. (each, a "sales agent" and, collectively, the "sales agents") pursuant to which the Company may sell from time to time, up to $75.0 million in aggregate offering price of its common shares (the "Shares"), without par value, through an "at-the-market" share offering program. The sales, if any, of the Shares will be made by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company will pay each sales agent an aggregate fee that will not exceed, but may be lower than, 2.0% of the gross sales price of all shares sold through it as agent under the applicable equity distribution agreement.
The Shares will be issued under the Company's Registration Statement on Form S-3
(File No. 333-167472) filed with the Securities and Exchange Commission ("SEC")
and the prospectus supplement filed with SEC on August 28, 2012.

The Equity Distribution Agreements are filed as Exhibits to this Current Report on Form 8-K, and the description of the Equity Distribution Agreements in this Item 1.01 is qualified in its entirety by reference to such Exhibits, which are incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits Description 1.1 Equity Distribution Agreement between Associated Estates Realty Corporation and Barclays Capital Inc. 1.2 Equity Distribution Agreement between Associated Estates Realty Corporation and Citigroup Global Markets Inc. 1.3 Equity Distribution Agreement between Associated Estates Realty Corporation and Jefferies & Company, Inc. 1.4 Equity Distribution Agreement between Associated Estates Realty Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated 1.5 Equity Distribution Agreement between Associated Estates Realty Corporation and Raymond James & Associates, Inc.

---