Exhibit 1.1
 GRUBB & ELLIS APARTMENT REIT, INC.
UP TO 105,000,000 SHARES OF COMMON STOCK
DEALER MANAGER AGREEMENT
 
 
  Company Shares Offering DRIP
 Dealer Manager Dealer Dealers FINRA Participating
Broker-Dealer Agreement
 Offering Period SEC




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1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 Securities
Act Securities Act Rules and Regulations Effective Date Registration Statement Prospectus Preliminary
Prospectus
  2




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3




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2.
REPRESENTATIONS AND WARRANTIES OF THE DEALER MANAGER
 Exchange Act
      4




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3.
COVENANTS OF THE COMPANY.
     5




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Exchange Act Rules and Regulations Rules and Regulations
 Advisor
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Stockholders
 4. COVENANTS OF THE DEALER MANAGER
      7




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5. COMPENSATION OF DEALER MANAGER
        8




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6. INDEMNIFICATION
 Indemnified Persons Losses Blue Sky Application
 9




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Company Indemnitee
 10




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Dealer Indemnified Person
  11




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7. SURVIVAL OF PROVISIONS
   8. APPLICABLE LAW
 9. COUNTERPARTS
 12




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10. SUCCESSORS AND AMENDMENT
   11. TERM
    12. CONFIRMATION
 13. SUITABILITY OF INVESTORS; COMPLIANCE WITH PRIVACY AND ANTI-MONEY LAUNDERING REGULATIONS.
 NASAA Guidelines
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14. SUBMISSION OF ORDERS
  14




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15. SEVERABILITY
 16. NOTICES
 If to the Company:
    
    
    
    Grubb & Ellis Apartment REIT, Inc.Suite 3001551 N. Tustin AvenueSanta Ana, CA 92705Facsimile No.: (866) 405-6905Attention: Stanley J. Olander, Jr., Chief
Executive Officer and PresidentIf to the Dealer Manager:
    
    Grubb & Ellis Securities, Inc.Suite 7004 Hutton Centre DriveSanta Ana, CA 92707Facsimile No.: (714) 667-6843Attention: Kevin K. Hull, Chief
Executive Officer and President
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17. DELAY
 18. NO PARTNERSHIP
 19. NO THIRD PARTY BENEFICIARIES
 20. ENTIRE AGREEMENT
 [SIGNATURE PAGE FOLLOWS]
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Grubb & Ellis Apartment REIT, Inc.
 By:Stanley J. Olander, Jr.Chief Executive Officer and
PresidentAccepted and agreed as of the date first above written.Grubb & Ellis Securities, Inc.By:Kevin K. HullChief Executive Officer and
President
 [SIGNATURE PAGE TO DEALER MANAGER AGREEMENT]
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EXHIBIT A
 GRUBB & ELLIS APARTMENT REIT, INC.
Up to 105,000,000 Shares of Common Stock
PARTICIPATING BROKER-DEALER AGREEMENT
  
 I. Dealer Manager Agreement
   II. Submission of Orders




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III. Pricing
  IV. Dealers Commissions
       2




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V. Payment
  VI. Covenants of Dealer
      3




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VII. Right to Reject Orders or Cancel Sales
  VIII. Prospectus and Supplemental Information
  IX. License and Association Membership
  X. Anti-Money Laundering Compliance Programs
  4




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XI. Limitation of Offer
  XII. Termination
   XIII. Privacy Laws
    5




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XIV. Confidentiality of Due Diligence Information
    XV. Notice
  If to the Dealer Manager:
    
    Grubb & Ellis Securities, Inc.Suite 7004 Hutton Centre DriveSanta Ana, CA 92707Facsimile No.: (866) 508-4705Attention: Kevin K. Hull, CEO and President
  6




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XVI. Attorneys Fees and Applicable Law
    7




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Grubb & Ellis Apartment REIT, Inc.
Participating Broker-Dealer Agreement
  Dealer Name:
    
    
    
    
    
    
    
    (as shown in FINRA records)Attention:Address:City:State:
    
    
    
    Zip Code:Telephone No.:Facsimile No.:E-mail:
 AGREED TO AND ACCEPTED BY THE DEALER:By:SignaturePrinted NameTitle
 
 By:Kevin K. HullChief Executive Officer and President