April 29, 2016

30, 2019

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Sterling Real Estate Trust, d/b/a Sterling Multifamily Trust (“Trust”), which will be held on Thursday,  June 23, 2016,20, 2019, at 6:00 p.m., Central Standard Time, at the Hilton GardenHoliday Inn located at 4351 17th3803 13th Avenue South, Fargo, North Dakota 58103.  A social reception will precede the shareholder meeting commencing at 5:00 p.m.

The enclosed Notice of Annual Meeting of Shareholders provides information regarding each business proposal to be voted on at the meeting.  These proposals and the vote the Board of Trustees recommends are:

Please see the Notice of Annual Meeting of Shareholders, the Proxy Statement and form of Proxy, which follow this letter, as well as the enclosed 20152018 Annual Report.  The Proxy Statement contains a more extensive discussion of each proposal, and therefore you should read the Proxy Statement carefully.

The annual meeting will also feature a report on the operations of the Trust, followed by a question and answer period.  After the annual meeting, you will have the opportunity to speak informally with the trustees and officers of the Trust.

The Board encourages shareholders to attend the meeting in person.  Whether or not you plan to attend the meeting, your vote is important regardless of the number of shares you own.  We encourage you to vote by proxy so your shares will be represented and voted at the annual meeting even if you cannot attend.  If you attend the meeting, you may vote in person even if you have previously returned a proxy to us by mail.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 23, 2016

20, 2019

To the Shareholders of Sterling Multifamily Trust:

The 20162019 Annual Meeting of Shareholders of Sterling Real Estate Trust d/b/a Sterling Multifamily Trust (“Trust”) will be held on Thursday,  June 23, 2016,20, 2019, starting at 6:00 p.m., Central Standard Time, at the Hilton GardenHoliday Inn located at 4351 17th3803 13th Avenue South, Fargo, North Dakota 58103, for the following purposes:

These items are described in the proxy statement, which is part of this notice.  We have not received notice of other matters that may properly be presented at the annual meeting.

Our Board of Trustees has chosen the close of business on April 15, 2016,2019, as the record date for determining the shareholders entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof, all in accordance with the accompanying proxy statement.

IF YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE NOTIFY US BY CALLING (877) 269-1031269‑1031 OR EMAILING BVANDERHAGEN@SRETRUST.COM,IR@SRETRUST.COM, SO YOU MAY BE PRE‑REGISTERED.  OTHERWISE, MEETING CREDENTIALS MAY BE OBTAINED AT THE MEETING BY PERSONS IDENTIFYING THEMSELVES AS SHAREHOLDERS AS OF THE RECORD DATE.  FOR A RECORD OWNER, POSSESSION OF A PROXY CARD WILL BE ADEQUATE IDENTIFICATION.  FOR A BENEFICIAL‑BUT‑NOT‑RECORD OWNER, A COPY OF A BROKER’S STATEMENT SHOWING SHARES HELD FOR HIS OR HER BENEFIT ON APRIL 15, 2016,2019, WILL BE ADEQUATE IDENTIFICATION.

Fargo, North Dakota

April 29, 201630, 2019

TABLE OF CONTENTS

STERLING REAL ESTATE TRUST

(d/b/a Sterling Multifamily Trust)

1711 Gold Drive South, Suite 100

Fargo, North Dakota 58103

PROXY STATEMENT

FOR THE 20162019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2016

20, 2019

This proxy statement and related documents are furnished by our Board of Trustees for the solicitation of proxies from the holders of our common shares of beneficial interest in connection with the annual meeting of shareholders to be held at the Hilton GardenHoliday Inn located at 4351 17th3803 13th Avenue South, Fargo, North Dakota 58103, on Thursday,  June 23, 2016,20, 2019, at 6:00 p.m. Central Standard Time, subject to any adjournment or postponement thereof.  The Notice of Annual Meeting of Shareholders, this Proxy Statement, form of Proxy and the Annual Report will be mailed to shareholders starting on or about April 29, 2016.30, 2019.

VOTING AND REVOCABILITY OF PROXIES

Record Date and Share Ownership

Owners of record of common shares of beneficial interest at the close of business on April 15, 20162019 will be entitled to vote at the annual meeting or adjournments or postponements thereof.  As of the close of business on April 15, 2016,2019, there were outstanding 7,803,8759,211,421 common shares, which is the only class of securities of the Trust entitled to vote at the annual meeting (all such common shares being referred to herein as the “shares” and all holders thereof being referred to as our “shareholders”).  Each share is entitled to one vote.  There is no cumulative voting for the election of trustees.

WeUpon satisfaction of applicable requirements, we will make available a list of holders of record of our shares as of the close of business on April 15, 20162019 for inspection by shareholders during normal business hours at our offices, 1711 Gold Drive South, Suite 100, Fargo, ND 58103.  This list will also be available at the annual meeting.  For information regarding security ownership by the Board of Trustees, management and by the beneficial owners of more than 5% of our securities, see “Security Ownership of Certain Beneficial Owners and Management.”

Voting Shares

When the proxy materials are delivered, shareholders will receive a proxy card and postage‑paid return envelope.  Shareholders can ensure their shares are voted at the annual meeting by signing, dating and returning the proxy in the return envelope.  All proxies are to be submitted either by mail or in person at the annual meeting.  If shares are held in street name, such shareholders will receive instructions from their broker, bank or other nominee, and such instructions must be followed to have their shares voted.

All properly executed written proxies delivered pursuant to this solicitation (and not revoked later) will be voted at the annual meeting in accordance with the instructions of the shareholder.  Below is a list of the different votes shareholders may cast at the annual meeting pursuant to this solicitation.

In voting on the election of trustees to serve until the next annual meeting of shareholders, or until their successors are duly elected and qualified, shareholders may vote in one of the following ways:

In voting on ratification of the appointment of Baker Tilly Virchow Krause, LLP as our independent registered public accounting firm for the year ending December 31, 2016,2019, shareholders may vote in one of the following ways:

1.    in favor of the proposal,

2.    against the proposal, or

Shareholders should specify their choice for each matter on the proxy.  If no specific instructions are given, proxies which are signed and returned will be voted FOR the election of the trustees as set forth herein, and FOR the ratification of the appointment of Baker Tilly Virchow Krause, LLP as our independent registered public accounting firm for the year ending December 31, 2016.2019.

In addition, if other matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy will vote in accordance with their best judgment with respect to such matters.  This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies.  We do not currently know of any other matters to be presented at the annual meeting.

Revocability

A shareholder submitting a proxy has the power to revoke it at any time prior to its exercise by voting in person at the annual meeting, by giving Brittaney van der Hagen, Director of Investor Relations,Administration, a written notice bearing a later date than the proxy or by giving a later dated proxy.  Attendance at the annual meeting will not in itself constitute a revocation of a proxy.  Any written notice revoking a proxy should be sent to Brittaney van der Hagen, Director of Investor Relations,Administration, at Sterling Real Estate Trust, 1711 Gold Drive South, Suite 100, Fargo, ND 58103.

Quorum

A quorum of shareholders is required to hold an annual meeting.  According to our bylaws, the holders of a majority of the outstanding shares entitled to vote at the annual meeting, represented in person or by proxy, constitute a quorum.  If a shareholder has returned valid proxy instructions or attends the annual meeting in person, that shareholder’s shares will be counted for the purpose of determining whether there is a quorum, even if the shareholder wishes to abstain from voting on some or all matters introduced at the annual meeting.  Abstentions and “broker non‑votes” (shares held by a broker, bank or other nominee that does not have authority, either express or discretionary, to vote on a particular matter) are counted for determining whether there is a quorum.  If a quorum is not present, the annual meeting may be adjourned from time to time until a quorum is present.

Required Vote

A plurality of the votes cast is required for the election of the trustees to serve until the next annual meeting of shareholders, or until their successors are duly elected and qualified.  This means the trustee nominee with the most votes for a particular slot is elected for that slot.  Only votes “FOR” or “WITHHELD” affect the outcome.  If you withhold your authority to vote for a particular nominee on your proxy card, your vote will have no effect on the outcome because only a plurality of votes actually cast is required to elect a trustee.  A broker non‑vote will also have no effect on the outcome for the same reason.

With respect to all other matters you may vote “FOR,” “AGAINST” or “ABSTAIN.” Shares voted by proxies will be voted in accordance with the specifications marked thereon, and, if no specification is made, will be voted “FOR” each matter.  Shares represented by proxies that are marked “ABSTAIN” are considered shares entitled to vote on the particular matter and will have the same effect as a vote against the matter.  A broker non‑vote will not have the effect of a vote against the matter, because broker non‑votes are considered shares that are not entitled to vote on the particular matter.

Attending the Meeting

If you were a shareholder as of the close of business on April 15, 2016,2019, you may attend the annual meeting in person.  If you want to vote your shares in person and your shares are held in street name, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Expenses of Solicitation

The expense of solicitation of proxies will be borne by us, which is estimated to be approximately $8,000.  We have not retained a proxy solicitor to solicit proxies; however, we may choose to do so prior to the annual meeting.  Proxies may also be solicited by certain of our trustees, officers and other employees, without additional compensation, personally or by written communication, telephone or other electronic means.  We are required to request brokers, banks and nominees who hold shares in their name to furnish our proxy material to beneficial owners of the shares and will reimburse such brokers, banks and nominees for their reasonable out‑of‑pocket expenses in so doing.

OTHER MATTERS

The Board of Trustees is not aware of any business other than the aforementioned matters that will be presented for consideration at the annual meeting.  If other matters properly come before the annual meeting, it is the intention of the person(s) named in the proxy to vote thereon in accordance with his/their best judgment.

FINANCIAL STATEMENTS

Our consolidated financial statements for the year ended December 31, 20152018 are included in our Form 10‑K filed with the Securities and Exchange Commission on March 14, 201615, 2019 and in our Annual Report that will be mailed to our shareholders either before or concurrent with this Proxy Statement.  In addition, our Form 10‑K will be sent to our shareholders upon request.  The Form 10‑K and the Annual Report do not form any part of the material for the solicitation of proxies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 15, 2016,2019, the beneficial ownership of common shares of the Trust and of limited partnership units of our operating partnership, which are exchangeable for common shares on a one‑for‑one basis or cash, at the option of the Trust, by (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding common shares of the Trust, (2) each trustee and nominee for trustee of the Trust, (3) each executive officer of the Trust and (4) all of the trustees and executive officers of the Trust as a group.  The calculation of the percentage of outstanding shares is based on 7,803,8759,211,421 common shares outstanding on April 15, 2016.2019.  Except as otherwise indicated by footnote, each shareholder named has sole voting and investment power with respect to such common shares and limited partnership units.

*Less than 1% of the outstanding common shares of beneficial interest.

Our Board of Trustees has determined that seven (7) of our nine (9) current trustees—Messrs. Fearing, Furness, Hansen, Haugen, Hunt, Savageau and Wolf—areWolf, and Ms. Korsmo —are independent under the standards of the Nasdaq Stock Market, and that the members of our Audit Committee are independent pursuant to Rule 10A‑3 of the Securities and Exchange Act of 1934.

Leadership Structure

We operate under the direction of our Board of Trustees.  The Board is responsible for the overall management and control of our affairs.  Our Chairman of the Board, Bruce W. Furness, is an independent trustee under the independence standards described above.

The Board has retained Sterling Management, LLC as our Advisor to manage our day‑to‑day affairs and the acquisition and disposition of our investments, subject to the board’s supervision and approval.  Kenneth P. Regan, our Chief Executive Officer; Bradley J. Swenson,Ryan M. Downs, our President and Secretary; Joel S. Thomsen, our Chief Investment Officer and Angie D. Stock, our Chief Accounting Officer and Treasurer are also officers, employees, owners or governors of our Advisor.  Among others, such executive officers oversee our Advisor’s day‑to‑day operations with respect to us.  However, when doing so, such executive officers are acting on behalf of our Advisor in performing the Advisor’s obligations under the Advisory Agreement.  Generally, the only services performed by our executive officers in their capacity as executive officers are those required by law or regulation, such as executing documents as required by North Dakota law and providing certifications required by the federal securities laws.

Under our board leadership structure, the roles of Chief Executive Officer and Chairman of the Board are separate.  The separation of officers allows the Chairman of the Board to focus on board management matters and to maintain the objectivity of the Board in its risk oversight role and management oversight role of the Advisor, specifically with respect to reviewing and assessing the Advisor’s performance.

Board Meetings

Our Board of Trustees held four regularly scheduled meetings and no special meetingmeetings during 2015.  The2018.  In 2018, the Board of Trustees also took actionacted by unanimous written consent in lieu of a meeting one time during 2015.time.  During 2015,2018, all trustees attended 75% or more of the meetings of the Board of Trustees and committees to which they were assigned.

In order to control expenses, and in light of the fact a limited number of our shareholders attend our annual or special meetings of shareholders in person, we do not require trustees to attend shareholder meetings.  Our trustees are invited, and frequently one or more of our trustees is in attendance at such meetings.  At the 20152018 annual meeting of shareholders, all of our trustees except one were present.

We have a standing Audit Committee, Nomination and Governance Committee, Disclosure Committee and Executive Committee, each of which is more fully described below.

Committees

Our entire Board of Trustees considers all major decisions concerning our business, including property acquisitions and dispositions.  However, we have established an Audit Committee, so audit functions can be addressed in more depth than may be possible at a full Board meeting, as well as a Nomination and Governance Committee, Disclosure Committee and Executive Committee.

Copies of each committee charter may be found on our website at www.sretrust.com.www.smftrust.com. Except for information specifically incorporated herein by reference, the information contained on or accessible through our website is not a part of this proxy statement.

The Audit Committee’s primary functions are to oversee our accounting, financial reporting, disclosure processes and the audits of our financial statements.  The committee selects the Trust’s independent registered public accounting firm to audit our consolidated financial statements, monitors the effectiveness of the audit effort, and the effectiveness of the Trust’s internal and financial accounting organization, controls and financial reporting.  The committee also oversees and evaluates the independent registered public accounting firm, meets with the independent registered public accounting firm to review the scope and results of the audit, approves non‑audit services provided to us by our independent certified public accountants, and considers various accounting and auditing matters related to our system of internal controls, financial management practices and other matters.  The committee complies with the provisions of the Sarbanes‑Oxley Act of 2002.

The Audit Committee currently consists of Board members Clifford Fearing,James R. Hansen, Timothy L. Haugen, Timothy A. Hunt and Lance R. Wolf, and is chaired by Mr. Hunt. Mr. Hunt has served as Chair of this committee since June 2011.  The members of the Audit Committee are independent trustees, as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules and as defined by the Sarbanes‑Oxley Act of 2002.  Our Board of Trustees has determined that we have at least twoan Audit Committee financial expertsexpert as defined in Item 407(d)(5)(ii) of Regulation S‑K: Timothy Haugen and Timothy Hunt.S-K:  Mr. Haugen. 

The Audit Committee meets at least quarterly to review and approve the financial reports, discuss accounting, reporting and internal control matters, and review other pertinent matters as they arise.  The Audit Committee also discusses auditing issues via telephone conference and during regularly scheduled Board meetings, as appropriate, after which time the conversations are incorporated into Board’s minutes.  The committee held four meetings during 2015.  The Audit Committee also tookand acted by written action by unanimous written consent in lieu of a meeting on one timeoccasion during 2015. 2018.

Nomination and Governance Committee

The Nomination and Governance Committee’s primary functions are to assist the Board in overseeing company governance matters, including the development of company governance guidelines; periodic evaluation of the Board, its committees and individual trustees; identification and selection of trustee nominees; and oversight of our policies and practices relating to ethical and compliance issues.

The committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members and periodically reviews and recommends for approval by the Board any updates to the criteria as deemed necessary.  Such criteria may include integrity, independence, diversity and extent of experience, length of service, number of other Board and committee memberships, leadership qualities and ability to exercise sound judgment.  The committee evaluates the qualifications of each trustee candidate against these criteria in making its recommendation to the Board concerning nominations for election or reelection as a trustee.

The Nomination and Governance Committee currently consists of Board members Bruce W. Furness, James Hansen,Michelle L. Korsmo,  Richard F. Savageau and James S. Wieland, and is chaired by Mr. Savageau.  The current slate of trustee nominees was recommended to the Board of Directors by the Nomination and Governance Committee.

The Nomination and Governance Committee meets at least twice a year, and holds additional meetings when pertinent matters arise.  This committee also discusses governance issues via telephone conference and during regularly scheduled Board meetings, after which time the conversations are incorporated into the Board’s minutes.  The committee held two regularly scheduled meetings during 2015.2018.

Disclosure Committee

The Disclosure Committee’s primary functions are to assist the Board in overseeing the integrity of our public filings and compliance with our public disclosure and reporting requirements.

The Disclosure Committee currently consists of Board members Clifford FearingTimothy L. Haugen,  Michelle L. Korsmo and Lance R. Wolf, and is chaired by Mr. Wolf.

The Disclosure Committee meets at least four times a year, in conjunction with audit committee meetings.  This committee also discusses disclosure issues via telephone conference and during regularly scheduled Board meetings, after which time the conversations are incorporated into the Board’s minutes.  The committee held four meetings during 2015.2018.

Executive Committee

The Executive Committee’s primary functions are to assist the Board in handling matters which should not be postponed until the following scheduled meeting of the Board of Trustees, including investments, acquisitions, dispositions and financing activities.

The Executive Committee currently consists of Board members Bruce W. Furness, James R. Hansen,  Timothy A. Hunt,  Richard F. Savageau and James S. Wieland, and is chaired by Mr. Furness.

The Executive Committee meets periodically when necessary or deemed desirable by the committee or the Chair of the Committee.  The committee held threefour meetings during 2015.2018.

Other Committees

The Board of Trustees may determine to establish additional committees of the Board in the future.

Compensation Committee Interlocks and Insider Participation

We do not have a separate compensation committee, or other Board committee performing equivalent functions, as we have no employees and do not compensate our executive officers.  Therefore, there is no current or prior relationship to any other company required to be described under the Securities and Exchange Commission rules relating to disclosure of executive compensation.

Qualifications of Candidates for Election to the Board

When candidates for our Board of Trustees are considered, the Nomination and Governance Committee will consider all relevant experience and qualifications of the nominees, and each candidate is evaluated based upon various criteria including integrity, independence, diversity and extent of experience, length of service, number of other board or committee memberships, leadership qualities and the ability to exercise sound judgment.  Additional considerations include:

Process for Identifying and Evaluating Candidates for Election to the Board

A role of the Nomination and Governance Committee is to review the qualifications and backgrounds of any candidates for our Board of Trustees, its current members, as well as the overall composition of the Board.  Only members of the Nomination and Governance Committee who are deemed independent trustees may perform the nomination responsibilities of the committee.

In the case of any trustee candidate, the questions of independence and financial expertise are important to determine what roles the candidate can perform, and the Nomination and Governance Committee will consider whether the candidate meets the applicable independence standards and the level of the candidate’s financial expertise.  Any new candidates will be interviewed, and the Nomination and Governance Committee will approve the final nominations.  Our Chairman of the Board, acting on behalf of the Nomination and Governance Committee, will extend the formal invitation to the selected candidates.

Shareholder Nominations

The Nomination and Governance Committee will consider candidates proposed by our shareholders.  Shareholders may nominate trustee candidates for consideration by the Nomination and Governance Committee by writing to our Secretary, who will forward the nomination to the Chairman of the Nomination and Governance Committee.  The shareholder will be required to comply with the requirements of our Amended and Restated Bylaws regarding time frames during which to submit trustee candidates and the submission process.  The submission must provide, among other things, the candidate’s name, biographical data and qualifications, including five‑year employment history with employer names and a description of the employer’s business; whether such individual can read and understand fundamental financial statements; other board memberships (if any); ownership of our shares or limited partnership units in our operating partnership; and such other information as is reasonably available and sufficient to enable the Nomination and Governance Committee to evaluate the minimum qualifications stated above under the section of this proxy statement entitled “Qualifications of Candidates for Election to the Board.” The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Nomination and Governance Committee and to serve if elected by the shareholders.  If a shareholder nominee is eligible, and if the nomination is proper, the Nomination and Governance Committee then will deliberate and make a decision as to whether the nominee will be approved and subsequently submitted to our shareholders for a vote.  The Nomination and Governance Committee will not change the manner in

The following schedule applies to independent trustee compensation, calculated annually, and payable in shares of our common stock on or about July 15 each year for the Trustees’ prior year of service:

Non-independent Trustees do not receive compensation for their service on the Board or Committees.  Our trustees are also reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at meetings.

The chart below shows the shares each trustee will receive for meeting attendance during the year ended December 31, 2015.

2018.

The chart below shows the compensation paid to each trustee during the year-ended December 31, 2015.

2018.

As of the date of this report, each of the persons below currently serves as one of our executive officers:

*As of April 15, 20162019

The following is a summary of the background and business experience of our executive officers other than Mr. Regan (whose background and business experiences are described in connection with his status as a trustee):

Bradley J. SwensonRyan M. Downshas served as ourthe Advisor’s President and Secretary since December 2011.July 2017 and as Governor since January 1, 2019. He has also served as the President and a governorSecretary of Sterling Multifamily Trust and Sterling Office and Industrial Trust since September 2017.  Prior to joining Sterling Management, LLC, since August 2010.he was the President of Thomsen Homes, LLC, a residential developer and construction firm in North Dakota. Prior, he was the Vice President of Business Integration & Finance at Nor-Son, Inc., a multi-faceted construction firm headquartered in Baxter, Minnesota. Mr. SwensonDowns has more than 23several years of leadership and management experience in corporate governance, operational strategy, ethicsconstruction, finance and compliance, real estatestrategic leadership. Mr. Downs currently serves as treasurer and the law.  Prior to joining the Advisor,board member for TNT Kid’s Fitness. Mr. Swenson practice lawDowns is a Certified Public Accountant licensed in both the public and private sectors.  In 1999, he was appointed Assistant Special Counsel to investigate the FBI stand‑off and fire at the Branch Davidian compoundMinnesota, which is currently inactive. Mr. Downs earned a B.A.S. in Waco, Texas.  Upon completion of the investigation in 2001, Swenson joined the law firm of Dorsey and Whitney where he served Of Counsel until joining Ulteig as General Counsel and Corporate Secretary in 2004.  Mr. Swenson was later named Ulteig’s Chief Operating Officer serving in that role until 2010.  Mr. Swenson received a B.A. degree in English from the North Dakota State University and a J.D. degreeAviation from the University of Denver, College of Law.  Mr. Swenson currently serves or has held leadership positions on numerous boards including the Board of Directors for the NDSU Research and Technology Park, the Board of Directors for the National Center for Employee Ownership, the Board of Trustees for the

maintains a real estate license in North Dakota. He holds the Certified Financial Examiner (CFE) which is inactive and an Accredited Reinsurance Administration (ARA), also inactive.

We have provided below certain information about the executive officers and Board of Governors of the Advisor.

*As of April 15, 20162019

The following is a summary of the background and business experience of the executive officers and governors of the Advisor other than Messrs. Swenson,Downs, Thomsen, Regan, StockWieland and WielandMs. Stock (whose background and business experiences are described in connection with their status as a trustee or executive officer).

James D. Echtenkamp has served as a governor of Sterling Management, LLC since 2007.  He is a partner and principal of GOLDMARK Property Management, Inc., one of our property managers.  Prior, he practiced law with Arthur, Chapman & McDonough from 1983 through 1989.  He also served as a tax consultant for Touche Ross & Co. from 1981 to 1983. Mr. Echtenkamp received a B.S.B.A degree in accounting from the University of North Dakota and a J.D. degree from Drake University, School of Law.  He also holds a real estate broker’s license in Minnesota and Nebraska, a series 62 and 63 securities license in Minnesota and is a registered representative of Gardner Financial Services, Inc., and is licensed to practice law (inactive status) in Iowa and Minnesota.  As of April 15, 2016,2019,  Mr. Echtenkamp owned 825987 shares of the Trust, Mr. Echtenkamp’s spouse owned 62,634 shares of the Trust, a family member owned 2,24163,623 shares of the Trust,  and a trust owned 31,64139,841 shares of the Trust.  In addition, as of such date, Mr. Echtenkamp owned 125,275192,883 limited partnership units, his spouse owned 135,506180,386 limited partnership units, James D. Echtenkamp LLC owned 4,074 limited partnership units,  and a trust owned 2,0436,639 limited partnership units; 182,931345,439 of these limited partnership units may be exchanged for common shares of the Trust pursuant to the Exchange Right. 16,50016,550 units owned by Mr. Echtenkamp are pledged to a bank as collateral.

Dale D. Lian has served as a governor of Sterling Management, LLC since January 2007.  He is the President of GOLDMARK Development Corporation, which has provided development services to us from time to time.  In this position, he oversees new construction and development and manages its financing and banking relationships.  Prior, he was a certified public accountant with Charles Bailly and Co., Fargo, where he focused on tax and accounting for small businesses.  He also serves on the Board of Directors of GOLDMARK Property Management, Inc., GOLDMARK Schlossman Commercial Real Estate, Services, Inc., both affiliates of the Advisor. Mr. Lian received a B.S. degree in Accounting from the University of North Dakota.  He is a Certified Public Accountant (CPA) which license is currently inactive; and he maintains a real estate license in North Dakota.  He also has a series 62 securities license and is a registered representative of Gardner Financial Services Inc. As of April 15, 2016,2019,  Mr. Lian owned 1,0791,271 shares of the Trust and 218,673Trust. In addition, as of such date, Mr. Lian owned 258,512 limited partnership units, and Dale D. Lian, LLC owned 3,444 units.  197,056249,459 of these limited partnership units may be exchanged for common shares of the Trust pursuant to the Exchange Right.  180,000 units owned by Mr. Lian are pledged

Erica J. Chaffee has served as the Advisor’s Chief Financial Officer since April 1, 2019.  Prior to joining Sterling Management, LLC, Ms. Chaffee served as Controller for Petro Serve USA.  In addition, Ms. Chaffee worked in the banking/finance industry as Commercial Lender and Commercial Credit Officer with a large national bank as collateral.and spent the first six years of her career in the public accounting industry with

Joel S. Thomsen joined as a governor of Sterling Management, LLC in May 2015.  Prior to joining Sterling, he was the founderKPMG, LLP and CEO of the Black Arbor Group, a real estate investment and advisory firm.  Prior, he was the Managing Director of Bell Wealth Management, a $5 billion investment firm as well as an equity partner for Eide Bailly LLP, Fargo where he was the lead partnerLLP.  Ms. Chaffee received her Bachelor of the national insurance practiceScience degree in Accounting from Colorado State University and audit department head of the Fargo office.   He currently serves on the Bell Wealth Management Trust Committee as an independent trustee, as board member and audit committee chair of Discovery Benefits, and as board member for Homeward Animal Shelter.  Mr. Thomsen received his Bachelors of Accountancy degree from the University of North Dakota.  He is a Certified Public Accountant (CPA) licensed in Minnesota and North Dakota.  He maintains a real estate license in North Dakota.  He also has series 7 and 66 securities licenses and is a registered representative of Gardner Financial Services, Inc.  He holds the Certified Financial Examiner (CFE) which is inactive and an Accredited Reinsurance Administration (ARA), also inactive.  As of April 15, 2016, Mr. Thomsen owned 2,754 shares of the Trust, and his spouse owned 2,754 shares of the Trust.Accountant.

We are an externally advised trust and as such, although we have a Board of Trustees and executive officers responsible for our management, we have no paid employees.  Our President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary are all employees of our Advisor, and receive compensation directly from the Advisor.  Our Chairman of the Board is not an employee of our Advisor and receives compensation only for serving as a trustee.

The following is a brief description of the fees and compensation that may be received by the Advisor.  The compensation payable to the Advisor is subject to the terms and conditions of the Advisory Agreement, which must be renewed on an annual basis and approved by a majority of the independent trustees.  As a result, such amounts may be increased or decreased in future renewals of the Advisory Agreement.  The Advisory Agreement was last approved by the Board and a majority of the independent trustees on March 24, 2016.28, 2019.  The fees listed below reflect the fees payable to the Advisor under the Advisory Agreement as amended and restated.

The expenses listed below reflect the expenses incurred by the Advisor in connection with the services it provides to the Company and the Operating Partnership payable to the Advisor under the Advisory Agreement as amended and restated.

Advisor Summary Compensation Table

The table below sets forth information regarding compensation earned in or with respect to our fiscal years 20152018 and 20142017 by the Advisor.

We are subject to various conflicts of interest arising out of our relationship with our Advisor and its affiliates, some of whom serve as our executive officers and trustees.  These conflicts include the compensation arrangements between us and the Advisor under the Advisory Agreement, whereby the Advisor receives a management fee, acquisition fees, disposition fees, financing fees, development fees and development fees when engaged as a property manager for our properties.

Under our Amended and Restated Declaration of Trust, we may not enter into any contract or transaction, including the purchase or sale of property to, the Advisor, trustees or their affiliates unless a majority of our trustees as well as a majority of our independent trustees approve the transaction as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.  Our Amended and Restated Bylaws also provide our trustees, officers, employees and agents, in a personal capacity or in a capacity as an affiliate, employee or agent of any other person, may have business interests and engage in business activities similar and even competitive to or in addition to those relating to our business.

In addition to the foregoing provisions of our Amended and Restated Declaration of Trust and our Amended and Restated Bylaws, our Board of Trustees has adopted a written Related Person Transaction Policy which governs the review and approval of any “Related Party Transaction,” meaning any transaction with a “Related Person” in which the Trust is a participant and where the amount involved exceeds $120,000.  For purposes of the Related Person Transaction Policy, a “Related Person” is any trustee or executive officer of the Trust (including any person who was a trustee or officer of the Trust during the last fiscal year), any person who beneficially owns 5% or more of the outstanding capital stock of the Trust, and any immediate family member of any such person.

Pursuant to the Related Person Transaction Policy, when any potential Related Person Transaction is identified, before it is entered into, the Related Person involved must submit to legal counsel for the Trust information regarding all relevant facts and circumstances regarding the proposed Related Person Transaction.  Following delivery of such information, our Chief Executive Officer and/or our legal counsel will assess whether the proposed transaction is a Related Person Transaction for purposes of the Related Person Transaction Policy.  If it is determined that such transaction is a Related Person Transaction, such transaction is submitted to the Audit Committee for consideration at the next Audit Committee meeting, or, if waiting until the next Audit Committee meeting is determined not to be practicable, to the Audit Committee Chair. The Audit Committee or Audit Committee Chair, as applicable, considers all relevant facts and circumstances concerning the proposed Related Person Transaction and, following such consideration, determines whether to approve or disapprove the proposed Related Party Transaction.

For more information on related party transactions described below and amounts paid, see the footnotes to our Consolidated Financial Statements included in our Annual Report on Form 10‑K for the year ended December 31, 20152018 filed with the SEC.

Advisor

The Advisor is owned in part (35.625%(36.578%) by Kenneth Regan, our Chief Executive Officer and one of our trustees; (5.398%(8.00%) by Bradley J. Swenson,Joel S. Thomsen, our Chief Investment Officer;  (1.00%) by Ryan M. Downs, our President; and (35.625%(35.578%) by James Wieland, one of our trustees, and indirectly through Wieland Investments, LLLP, to which Mr. Wieland serves as the general partner.  In addition, Messrs. Regan, SwensonThomsen, Downs and Wieland serve on the Board of Governors of the Advisor and Messrs. Regan and Wieland are substantial owners of limited partnership units in the operating partnership.

 The independent members of the Board unanimously approved the advisory agreement for 2018.

During 2015,2018, the Advisor earned $2,401,000$2,909,000 in advisory management fees, $1,128,000$740,000 in acquisition fees, $336,000 in development fees, $36,000$327,000 in disposition fees and $270,000$77,000 in financing fees. During 2017, the Advisor earned $2,830,000 in advisory management fees, $727,000 in acquisition fees, $235,000 in development fees, $110,000 in disposition fees and $114,000 in financing fees. In addition, during 2017, the Advisor was reimbursed for operating costs such as travel, legal and office supplies totaling $11.

Property Management Fees

Kenneth Regan, our Chief Executive Officer and one of our trustees, is the executive chairman and co‑owner of GOLDMARK Property Management. Joel S. Thomsen, our Chief Investment Officer, is an executive officer, chairman and co‑ownerco-owner of GOLDMARK Property Management.  In addition, James Wieland, our trustee, and Dale Lian and James D. Echtenkamp, governors of our Advisor, serve on the Board and are co‑owners or principals of GOLDMARK Property Management. We have engaged GOLDMARK Property Management, Inc. to serve as our primary property manager. Under this agreement, we have agreed to pay GOLDMARK Property Management a property management fee of 5% of the monthly gross income from such properties managed. During 2015,2018 and 2017, we paid GOLDMARK Property Management, Inc. $9,304,000$11,827,000 and $11,359,000 in property management fees.

fees, respectively. In addition, we paid repair and maintenance related payroll and payroll related expenses to GOLDMARK Property Management totaling $5,217,000 and $5,030,000, respectively.

Brokerage Fees

GOLDMARK SCHLOSSMAN Commercial Real Estate Services, Inc. is affiliated with GOLDMARK Property Management, one of our property managers, which is owned by Kenneth Regan, our Chief Executive Officer and one of our trustees, James Wieland, our trustee, and Dale Lian, a governor of our Advisor, all of whom serve serve on the board and are co‑owners of GOLDMARK SCHLOSSMAN. GOLDMARK SCHLOSSMAN Commercial Real Estate Services, Inc. assisted in identifying prospective acquisitions for us, and received real estate brokerage commissions. During 2015,2018 and 2017, we paid GOLDMARK SCHLOSSMAN $1,033,000$384,000 and $572,000 in real estate brokerage commissions.commissions, respectively.

Operating Partnership Units Issued in Connection with Acquisitions

During the year ended December 31, 2018, we issued directly or indirectly, 234,000 operating partnership (OP) units to entities affiliated with Messrs. Regan, Wieland, two of our trustees, in connection with the acquisition of various properties. The aggregate value of these units was $4,327,000.   During the year ended December 31, 2017, we issued directly or indirectly, 408,000 operating partnership (OP) units to entities affiliated with Messrs. Regan, Wieland, two of our trustees, in connection with the acquisition of various properties. The aggregate value of these units was $6,536,000.  

Construction Costs

There were no constructions costs incurred during the year ended December 31, 2018 to GOLDMARK Development, which is controlled by Messrs. Regan and Wieland.  As of December 31, 2017, we incurred total costs of $8,997 related to the construction of a clubhouse and six 6-plex two-story townhomes to GOLDMARK Development.    There was no retainage or unpaid construction fees owed to GOLDMARK Development as of December 31, 2018 and 2017. Phase II of the Bismarck, North Dakota development project was completed in August 2017.

Purchase of Properties

The Company closed on the following acquisitions during the year ended December 31, 20152018. The acquisition price and pro rata acquisition price (chart in thousands):

for each property is shown below:

Total consideration given for acquisitions through December 31, 20152018 was paidcompleted through (i) issuance ofissuing approximately 729,000423,000 limited partnership units of the operating partnership valued at $15.00 and $15.50$18.50 per unit for an aggregate consideration of approximately $11,228,000, (ii) new loans$7,819, 1031 tax-deferred exchange funds of $45,830,000, (iii)$11,326, assumed loans of $719,000, (iv)$2,104, assumed liabilities of $1,329,000$576 and (v) cash of $23,480,000.$9,093. The value of units issued in exchange for property is determined through a value established annually by our Board of Trustees, and reflects the fair value at the time of issuance.

While each component has a specific purpose, together they provide an integrated approach to the way we conduct our business.  We recognize adherence to the principles in the Code of Ethics is essential to our efforts to gain and keep the confidence and support of all of our shareholders, and to do what is legal and what is ethical.  It is also necessary both to manage our business effectively and to meet the constantly changing needs of the marketplace.  We believe it is a critical part of the way we do business.

Our Code of Ethics was filed with the SEC and is available on our website at www.sretrust.com.www.smftrust.com.  You may request a copy of our Code of Ethics, without charge, by contacting Brittaney van der Hagen, Director of Investor Relations,Administration, in one of the following manners: (1) by writing: Attention: Brittaney van der Hagen, Sterling Real Estate Trust, 1711 Gold Drive South, Suite 100, Fargo, ND 58103, (2) by calling (701) 353‑27292720 or (3) by emailing a request to bvanderhagen@sretrust.com. Except for information specifically incorporated herein by reference, the information contained on or accessible through our website is not a part of this proxy statement.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires our executive officers and trustees and persons who own more than ten percent (10%) of our common stock to file initial reports of ownership (Form 3) and reports of changes in ownership (Form 4) with the Securities and Exchange Commission.  As a matter of practice, our Advisor assists our trustees and executive officers with these reporting requirements, and typically files these reports on their behalf.  We are required to disclose whether we have knowledge any person required to file such reports may have failed to do so in a timely manner.

Based solely on review of the copies of such forms furnished to us, other than one (1) Form 4 which will be filed late due to inadvertence and oversight, we believe all of the trustees and executive officers of the Trust have timely satisfied their Section 16(a) reporting obligations for the fiscal year ended December 31, 2015. 2018.

Our shareholders are asked to act upon a proposal to elect the trustee nominees. Our Board of Trustees is presently composed of nine (9) trustees. The term of the current trustees will expire at the annual meeting.

The Board of Trustees has nominated nine (9) nominees for election to the Board of Trustees: Clifford Fearing, Bruce W. Furness, James R. Hansen, Timothy L. Haugen, Timothy A. Hunt, Michelle L. Korsmo, Kenneth P. Regan, Richard F. Savageau, James S. Wieland and Lance R. Wolf. All nominees currently serve as members of our Board of Trustees. Each trustee is to serve until the next annual meeting of our shareholders and until his or her successor has been duly elected and qualified, or until the trustee’s earlier death, resignation or termination. All the nominees have indicated a willingness to serve if elected.

Vote Required

A plurality of the votes cast is required for the election of the trustees to serve until the next annual meeting of shareholders, or until their successors are duly elected and qualified. This means the trustee nominee with the most votes for a particular slot is elected for that slot. Only votes “for” or “withheld” affect the outcome. Abstentions are not counted for purposes of the election of trustees.

Unless a contrary choice is specified, proxies solicited by our Board of Trustees will be voted FOR approval of the election of each of the trustee nominees.

A shareholder has one vote per share for each trustee nominee. Cumulative voting does not apply in the election of trustees. Proxies may not be voted for a greater number of persons than the trustee nominees.

Recommendation of our Board of Trustees

Our Board of Trustees recommends a vote FOR each of the trustee nominees to hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Biographical and other information concerning our current trustees and the trustee nominees for election at the annual meeting is set forth below.