PROCEEDS TO COMPANY BEFORE PRICE TO

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1 $2,000,000,000 Maximum Offering $2,000,000 Minimum Offering $2,000 Minimum Purchase Industrial Property Trust Inc. was formed in 2012 to make investments in income producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers. We are externally managed by Industrial Property Advisors LLC, or the Advisor. We believe we have been organized and have operated in a manner so as to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with our taxable year that ended on December 31, 2013, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. This is a best efforts offering, which means that Dividend Capital Securities LLC, or the Dealer Manager, will use its best efforts but is not required to sell any specific amount of shares. This is a continuous offering that will end no later than July 24, 2015, unless extended for up to an additional one and a half year period. The offering price was arbitrarily determined by our board of directors. Subject to certain exceptions, you must initially invest at least $2,000 in shares of our common stock. As of September 6, 2013, we had received the $2,000,000 minimum offering amount from certain of our officers and officers of the Advisor and its affiliates, and broke escrow. As of April 9, 2014, we had raised gross proceeds of $30.8 million from the sale of 3.1 million shares of our common stock in this offering, which includes proceeds raised from the sale of shares through our distribution reinvestment plan. Shares are issued in book entry form only. We are an emerging growth company under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in shares of our common stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See Risk Factors beginning on page 25. These risks include, among others: We have a limited operating history and there is no assurance that we will be able to achieve our investment objectives; We are subject to risks related to owning real estate, including changes in economic, demographic and real estate market conditions, as well as the current severe dislocations in the U.S. and global capital and real estate markets. Therefore, the amount of distributions we may pay to you in the future, if any, is uncertain, there is no guarantee of any return on your investment in us and you may lose the amount you invest; Because our charter does not require us to pursue a transaction to provide liquidity to our stockholders, there is no public trading market for shares of our common stock and there are limits on the ownership, transferability and redemption of shares of our common stock, which will significantly limit the liquidity of your investment, you must be prepared to hold your shares for an indefinite length of time; This is a blind pool offering; we have not identified specific investments to make with all of the proceeds of this offering. You will not have the opportunity to evaluate all of the investments we will make with the offering proceeds prior to purchasing shares of our common stock; We may change our investment policies without stockholder notice or consent, which could result in investments that are different from those described in this prospectus; This is a best efforts offering and if we are unable to raise substantial funds, then we will be more limited in our investments; Distributions have been and may continue to be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which may include net proceeds from primary shares sold in this offering and borrowings (including borrowings secured by our assets). Some or all of our future distributions may be paid from these sources as well as proceeds from the sales of assets, proceeds from the issuance of shares pursuant to our distribution reinvestment plan, cash resulting from a waiver or deferral of fees, and interest income from our cash balances. There is no limit on distributions that may be made from these sources. To the extent we pay distributions from sources other than our cash flows from operating activities, we may have less funds available for the acquisition of properties, and your overall return may be reduced. We expect to compete with certain affiliates of direct or indirect owners of the sponsor of this offering for investments, and certain of those entities will have priority with respect to certain investment opportunities. The Advisor and its affiliates face conflicts of interest as a result of compensation arrangements, time constraints, competition for investments and for tenants and the fact that we do not have arm s length agreements with the Advisor or any other affiliates of our sponsor, which could result in actions that are not in your best interests; If we terminate our agreement with the Advisor, we may be required to pay significant fees to our sponsor, which will reduce cash available for distribution to you; and If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders. Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. In addition, the Attorney General of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. The use of forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence which may flow from an investment in our common stock is not permitted. PUBLIC (1) COMMISSIONS (1) EXPENSES (1)(3) PRICE TO PROCEEDS TO COMPANY BEFORE Primary Offering Per Share of Common Stock... $ $ 0.95 $ 9.05 Total Minimum (2)... $ 2,000,000 $ 190,000 $ 1,810,000 Total Maximum (2)... $ 1,500,000,000 $ 142,500,000 $ 1,357,500,000 Distribution Reinvestment Plan Offering Share of Common Stock... $ 9.50 $ 0.00 $ 9.50 Total Maximum... $ 500,000,000 $ 0.00 $ 500,000,000 Total Maximum Offering (Primary and Distribution Reinvestment Plan) (2)... $ 2,000,000,000 $ 142,500,000 $ 1,857,500,000 (1) Assumes we sell $1,500,000,000 in the primary offering and $500,000,000 pursuant to our distribution reinvestment plan. (2) Includes a sales commission of up to 7.0% per share and a dealer manager fee of up to 2.5% per share. See Plan of Distribution. The Dealer Manager is an entity related to the Advisor. Sales commissions and dealer manager fees may be reduced or eliminated to or for the account of certain categories of purchasers. (3) Proceeds are calculated before reimbursing the Advisor for paying other distribution-related costs and cumulative organization and offering expenses in the amount of up to $40,000,000, or 2.0% of aggregate gross offering proceeds from the sale of shares in the primary offering and the distribution reinvestment plan. The date of this prospectus is April 28, 2014.

2 HOW TO SUBSCRIBE Investors who meet the suitability standards described herein may purchase shares of our common stock. See Suitability Standards and Plan of Distribution below for the suitability standards. Investors seeking to purchase shares of our common stock should proceed as follows: Read this entire prospectus and any appendices and supplements accompanying this prospectus. Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix B. The subscription agreement includes representations covering, among other things, suitability. Deliver a check or submit a wire transfer for the full purchase price of the shares of our common stock being subscribed for along with the completed subscription agreement to the soliciting broker dealer. Your check should be made payable, or wire transfer directed, to Industrial Property Trust Inc., and the completed subscription agreement, along with the check or wire transfer, should be delivered to Dividend Capital, PO Box , Kansas City, Missouri or sent overnight to Dividend Capital, c/o DST Systems, Inc., 430 W. 7th Street, Suite , Kansas City, Missouri, After you have satisfied the applicable minimum purchase requirement of $2,000, additional purchases must be in increments of $100, except for purchases made pursuant to our distribution reinvestment plan. No subscriptions from residents of the Commonwealth of Pennsylvania will be accepted until we have received at least $50,000,000 in aggregate gross proceeds from investors in this offering who are not residents of the Commonwealth of Pennsylvania. Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part. Subscriptions will be accepted or rejected within 30 days of receipt by us and, if rejected, all funds shall be returned to subscribers with interest and without deduction for any expenses within 10 business days from the date the subscription is rejected, or as soon thereafter as practicable. We are not permitted to accept a subscription for shares of our common stock until at least five business days after the date you receive the final prospectus, as declared effective by the Securities and Exchange Commission, which we refer to as the SEC, as supplemented and amended. If we accept your subscription, our transfer agent will mail you a confirmation. An approved trustee must process and forward to us subscriptions made through individual retirement accounts, or IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee. i

3 SUITABILITY STANDARDS The shares of common stock we are offering are suitable only for a person of adequate financial means, who desires a long-term investment and who will not need immediate liquidity from their investment. We do not expect to have a public market for shares of our common stock, which means that it may be difficult for you to sell your shares. On a limited basis, you may be able to have your shares redeemed through our share redemption program, and in the future we may also consider various forms of additional liquidity. You should not buy shares of our common stock if you need to sell them immediately or if you will need to sell them quickly in the future. Industrial Property Advisors Group LLC, the parent of the Advisor and the sponsor of this offering, or the Sponsor, and each participating broker dealer shall make reasonable efforts to determine that the purchase of shares of our common stock is a suitable and appropriate investment for each investor based on information concerning the investor s financial situation and investment objectives. In consideration of these factors, we have established suitability standards for initial stockholders and subsequent transferees. These suitability standards require that a purchaser of shares of our common stock have either: A net worth (excluding the value of an investor s home, furnishings and automobiles) of at least $250,000; or A gross annual income of at least $70,000 and a net worth (excluding the value of an investor s home, furnishings and automobiles) of at least $70,000. The minimum purchase amount is $2,000, except in certain states as described below. In order to satisfy the minimum purchase requirements for retirement plans, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $100. You should note that an investment in shares of our common stock will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. The minimum purchase for New York residents is $2,500, except for IRAs which must purchase a minimum of $2,000. PENNSYLVANIA INVESTORS: Because the minimum offering amount is less than $100,000,000, you are cautioned to carefully evaluate our ability to fully accomplish our stated objectives and to inquire as to the current dollar volume of subscriptions. Pursuant to the requirements of the Pennsylvania Department of Banking and Securities, no subscriptions from residents of the Commonwealth of Pennsylvania will be accepted until we have received at least $50,000,000 in aggregate gross proceeds from investors in this offering who are not residents of the Commonwealth of Pennsylvania. Purchases of shares of our common stock pursuant to our distribution reinvestment plan may be in amounts less than set forth above and are not required to be made in increments of $100. Unless you are transferring all of your shares of our common stock, you may not transfer your shares in a manner that causes you or your transferee to own fewer than the number of shares required to meet the minimum purchase requirements described above, except for the following transfers without consideration: transfers by gift, transfers by inheritance, intrafamily transfers, family dissolutions, transfers to affiliates and transfers by operation of law. These minimum purchase requirements are applicable until shares of our common stock are listed on a national securities exchange, and these requirements may make it more difficult for you to sell your shares. Several states have established suitability standards different from those we have outlined above. Shares of our common stock will be sold only to investors in these states who meet the special suitability standards set forth below. ii

4 Alabama In addition to our suitability requirements, an Alabama investor must have a liquid net worth of at least 10 times such Alabama resident s investment in us and other similar public, illiquid direct participation programs. California In addition to our suitability requirements, investors must have either: (i) a net worth (excluding the value of an investor s home, furnishings and automobiles) of least $250,000; or (ii) an annual gross income of at least $85,000 and a net worth (excluding the value of an investor s home, furnishings and automobiles) of at least $150,000. In addition, an investor must have a net worth of at least ten times such investor s investment in our shares. Iowa An Iowa investor must have either: (i) a minimum net worth of $350,000 (exclusive of home, auto and furnishings); or (ii) a minimum annual gross income of $85,000 and a net worth of $100,000 (exclusive of home, auto and furnishings). In addition, an investor s total investment in our shares or any of our affiliates, and the shares of any other non-exchange-traded REIT, cannot exceed 10% of the Iowa resident s liquid net worth. Liquid net worth for purposes of this investment shall consist of cash, cash equivalents and readily marketable securities. Kansas In addition to the suitability standards noted above, it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors limit their aggregate investment in the securities of us and other similar programs to not more than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities, as determined in conformity with U.S. generally accepted accounting principles. Kentucky In addition to our suitability requirements, no Kentucky resident shall invest more than 10% of his or her liquid net worth in these securities. Massachusetts In addition to our suitability requirements, Massachusetts investors may not invest more than 10% of their liquid net worth in us and other similar illiquid direct participation programs. For this purpose, liquid net worth is that portion of an investor s net worth (total assets minus total liabilities) which consists of cash, cash equivalents and readily marketable securities. Maine In addition to our suitability requirements, an investor s investment in us and similar public, illiquid direct participation programs may not exceed 10% of such investor s liquid net worth. For this purpose, liquid net worth is that portion of net worth (total assets minus total liabilities) which consists of cash, cash equivalents and readily marketable securities. New Jersey In addition to our suitability requirements, a New Jersey investor s total investment in this offering and similar direct participation programs shall not exceed 10% of his or her liquid net worth. For this purpose, liquid net worth is defined as that portion of an investor s net worth (total assets minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. New Mexico In addition to our suitability requirements, an investor s investment in us, other public real estate programs sponsored by our affiliates and other public, non-traded real estate programs may not exceed 10% of such investor s liquid net worth. For this purpose, liquid net worth is that portion of net worth (total assets minus total liabilities) which consists of cash, cash equivalents and readily marketable securities. North Dakota In addition to our suitability requirements, North Dakota investors must represent that, in addition to the suitability standards stated above, they have a net worth of at least ten times their investment in this offering. Ohio In addition to our suitability requirements, an Ohio investor s investment in us, our affiliates and other public, non-traded real estate programs may not exceed 10% of such investor s liquid net worth. Oregon In addition to our suitability requirements, an investor must have a net worth of at least ten times such investor s investment in our shares. iii

5 Tennessee In addition to our suitability requirements, Tennessee residents investment must not exceed ten percent (10%) of their liquid net worth (excluding the value of an investor s home, furnishings and automobiles). In the case of sales to fiduciary accounts, these suitability standards must be met by the fiduciary account, by the person who directly or indirectly supplied the funds for the purchase of the shares of our common stock or by the beneficiary of the account. These suitability standards are intended to help ensure that, given the long-term nature of an investment in shares of our common stock, our investment objectives and the relative illiquidity of shares of our common stock, shares of our common stock are an appropriate investment for those of you who become stockholders. Each participating broker dealer must make every reasonable effort to determine that the purchase of shares of our common stock is a suitable and appropriate investment for each stockholder based on information provided by the stockholder. Each participating broker dealer is required to maintain for six years records of the information used to determine that an investment in shares of our common stock is suitable and appropriate for a stockholder. Determination of Suitability In determining suitability, participating broker dealers who sell shares on our behalf may rely on, among other things, relevant information provided by the prospective investors. Each prospective investor should be aware that participating broker dealers are responsible for determining suitability and will be relying on the information provided by prospective investors in making this determination. In making this determination, participating broker dealers have a responsibility to ascertain that each prospective investor: meets the minimum income and net worth standards set forth under the Suitability Standards section of this prospectus; can reasonably benefit from an investment in our shares based on the prospective investor s investment objectives and overall portfolio structure; is able to bear the economic risk of the investment based on the prospective investor s net worth and overall financial situation; and has apparent understanding of: the fundamental risks of an investment in the shares; the risk that the prospective investor may lose his or her entire investment; the lack of liquidity of the shares; the restrictions on transferability of the shares; and the tax consequences of an investment in the shares. Participating broker dealers are responsible for making the determinations set forth above based upon information relating to each prospective investor concerning his age, investment objectives, investment experience, income, net worth, financial situation and other investments of the prospective investor, as well as other pertinent factors. Each participating broker dealer is required to maintain records of the information used to determine that an investment in shares is suitable and appropriate for an investor. These records are required to be maintained for a period of at least six years. iv

6 TABLE OF CONTENTS PROSPECTUS SUMMARY... 1 QUESTIONS AND ANSWERS ABOUT THIS OFFERING RISK FACTORS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ESTIMATED USE OF PROCEEDS INVESTMENT STRATEGY, OBJECTIVES AND POLICIES INVESTMENTS IN REAL PROPERTIES, REAL ESTATE SECURITIES AND DEBT-RELATED INVESTMENTS MANAGEMENT THE ADVISOR AND THE ADVISORY AGREEMENT MANAGEMENT COMPENSATION THE OPERATING PARTNERSHIP AGREEMENT CONFLICTS OF INTEREST BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK AND OP UNITS OF THE OPERATING PARTNERSHIP SELECTED FINANCIAL DATA PRIOR PERFORMANCE OF THE ADVISOR AND ITS AFFILIATES DESCRIPTION OF CAPITAL STOCK MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ERISA CONSIDERATIONS PLAN OF DISTRIBUTION SUPPLEMENTAL SALES MATERIAL LEGAL PROCEEDINGS LEGAL MATTERS EXPERTS INCORPORATION BY REFERENCE ADDITIONAL INFORMATION FINANCIAL INFORMATION... F-1 APPENDIX A: PRIOR PERFORMANCE TABLES... A-1 APPENDIX B: FORM OF SUBSCRIPTION AGREEMENT... B-1 APPENDIX C: DISTRIBUTION REINVESTMENT PLAN... C-1 v

7 PROSPECTUS SUMMARY This prospectus summary summarizes information contained elsewhere in this prospectus. Because it is a summary, it may not contain all the information that is important to you. To fully understand this offering, you should carefully read this entire prospectus, including the Risk Factors. References in this prospectus to us, we, our or the Company refer to Industrial Property Trust Inc. Industrial Property Trust Inc. We were formed as a Maryland corporation on August 28, 2012 with the intent to make investments in income producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers throughout the U.S. Prior to giving effect to this offering, our sole investor was the Advisor, Industrial Property Advisors LLC (formerly known as Logistics Income Advisors LLC), which initially purchased 20,000 shares of our common stock in connection with our formation. The Advisor paid $200,000 for its initial purchase of 20,000 shares of common stock. The Sponsor, Industrial Property Advisors Group LLC (formerly known as Logistics Income Advisors Group LLC), contributed $1,000 to Industrial Property Operating Partnership LP (formerly known as Logistics Income Operating Partnership LP), or the Operating Partnership, in connection with our formation. The Sponsor, which owns the Advisor, is presently directly or indirectly majority owned by John A. Blumberg, James R. Mulvihill and Evan H. Zucker and/or their affiliates and the Sponsor and the Advisor are jointly controlled by Messrs. Blumberg, Mulvihill and Zucker and/or their affiliates. Messrs. Blumberg, Mulvihill and Zucker are a part of the Advisor s management team. We believe that we have been organized and have operated in a manner so as to qualify as a REIT for U.S. federal income tax purposes, commencing with our taxable year that ended on December 31, 2013, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. Our office is located at 518 Seventeenth Street, 17th Floor, Denver, Colorado 80202, and our main telephone number is (303) Investment Strategy and Objectives Investment Objectives Our primary investment objectives include the following: Preserving and protecting our stockholders capital contributions; Providing current income to our stockholders in the form of regular cash distributions; and Realizing capital appreciation through the potential sale of our assets or other Liquidity Event (as defined below). We cannot assure you that we will attain our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. These limitations cannot be changed unless our charter is amended, which requires the approval of our stockholders. We will supplement this prospectus during the offering period in connection with the acquisition of any significant investments. Investment Strategy As of April 9, 2014, we had acquired properties with an aggregate purchase price of $23.3 million, comprised of three buildings totaling 290,000 square feet in two markets with seven customers, with an occupancy rate of 100%, and a weighted-average remaining lease term (based on square feet) of 6.8 years. The estimated weighted-average purchase price capitalization rate of our total portfolio was approximately 5.5%. The weighted-average purchase price capitalization rate is calculated based on the aggregate projected cash net operating income from in-place leases for the 12 months from the date of the respective acquisition, including 1

8 any contractual rent increases contained in such leases for those 12 months, divided by the aggregate purchase price, exclusive of transfer taxes, due diligence expenses, and other closing costs including acquisition costs and fees paid to the Advisor and its affiliates. We intend to continue to focus our investment activities on and use the proceeds of this offering principally for building a national industrial warehouse platform. Activities include the acquisition, development and/or financing of income producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate tenants. Creditworthiness does not necessarily mean investment grade, and it is anticipated that much of our portfolio will be comprised of non-investment grade tenants. In general, our investment strategy adheres to the following core principles: Careful selection of target markets and submarkets, with an intent to overweight locations with high barriers to entry, close proximity to large demographic bases and/or access to major distribution hubs; Primary focus on highly functional, generic bulk distribution and light industrial facilities; Achievement of portfolio diversification in terms of markets, tenants, industry exposure and lease rollovers; and Emphasis on a mix of creditworthy national, regional and local tenants. For a description of highly functional, generic bulk distribution and light industrial facilities, please see Investment Strategy, Objectives and Policies Investment Strategy. Although we expect that our investment activities will focus primarily on distribution warehouses and other industrial properties, our charter and bylaws do not preclude us from investing in other types of commercial property or real estate-related debt. However, we will not invest more than 25% of the net proceeds we receive from the sale of shares of our common stock in this offering in other types of commercial property or real estaterelated debt. Our investment in any distribution warehouse, other industrial property, or other property type will be based upon the best interests of our Company and our stockholders as determined by the Advisor and our board of directors. Real estate assets in which we may invest may be acquired either directly by us or through joint ventures or other co-ownership arrangements with affiliated or unaffiliated third parties, and may include: (i) equity investments in commercial real property; (ii) mortgage, mezzanine, construction, bridge and other loans related to real estate; and (iii) investments in other real estate-related entities, including REITs, private real estate funds, real estate management companies, real estate development companies and debt funds, both foreign and domestic. Subject to the 25% limitation described above, we may invest in any of these asset classes, including those that present greater risk. We may finance a portion of the purchase price of any real estate asset that we acquire with borrowings on an interim or permanent basis from banks, institutional investors and other lenders. Such borrowings may be secured by a mortgage or other security interest in some, or all, of our assets. Our charter limits the aggregate amount we may borrow to an amount not to exceed 300% of our net assets, unless our board determines that a higher level is appropriate. For these purposes, net assets are defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. There is no public trading market for our shares of common stock. On a limited basis, you may be able to have your shares redeemed through our share redemption program. However, in the future we may also consider various forms of additional liquidity, each of which we refer to as a Liquidity Event, including but not limited to (i) a listing of our common stock on a national securities exchange (or the receipt by our stockholders of securities that are listed on a national securities exchange in exchange for our common stock); (ii) our sale, merger or other transaction in which our stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; and (iii) the sale of all or 2

9 substantially all of our assets where our stockholders either receive, or have the option to receive, cash or other consideration. We presently intend to consider alternatives for effecting a Liquidity Event for our stockholders beginning generally after seven years following the investment of substantially all of the net proceeds from all offerings made by us. Although our intention is to seek a Liquidity Event generally within seven to 10 years following the investment of substantially all of the net proceeds from all offerings made by us, there can be no assurance that a suitable transaction will be available or that market conditions for a transaction will be favorable during that timeframe. Alternatively, we may seek to complete a Liquidity Event earlier than seven years following the investment of substantially all of the net proceeds from all offerings made by us. For purposes of the time frame for seeking a Liquidity Event, investment of substantially all of the net proceeds means the equity investment of 90% or more of the net proceeds from all offerings made by us. Summary Risk Factors An investment in shares of our common stock involves significant risks. See Risk Factors beginning on page 25. These risks include, among others: We have a limited operating history and there is no assurance that we will be able to achieve our investment objectives; We are subject to various risks related to owning real estate, including changes in economic, demographic and real estate market conditions, as well as the current severe dislocations in the U.S. and global capital and real estate markets. Due to the risks involved in the ownership of real estate and real-estate related investments, the amount of distributions we may pay to you in the future, if any, is uncertain. There is no guarantee of any return on your investment in us and you may lose the amount you invest; Because there is no public trading market for shares of our common stock and there are limits on the ownership, transferability and redemption of shares of our common stock, which will significantly limit the liquidity of your investment, you must be prepared to hold your shares for an indefinite length of time; This is a blind pool offering; we have not identified specific assets to acquire or investments to make with all of the proceeds of this offering. You will not have the opportunity to evaluate all of the investments we will make with the proceeds of this offering prior to purchasing shares of our common stock; We may change our investment policies without stockholder notice or consent, which could result in investments that are different from those described in this prospectus; This is a best efforts offering and if we are unable to raise substantial funds, then we will be more limited in our investments; Distributions have been and may continue to be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which may include net proceeds of this offering and borrowings (including borrowings secured by our assets). Some or all of our future distributions may be paid from these sources as well as from the sales of assets, cash resulting from a waiver or deferral of fees, and interest income from our cash balances. There is no limit on distributions that may be made from these sources. To the extent we pay distributions from sources other than our cash flows from operating activities, we may have less funds available for the acquisition of properties, and your overall return may be reduced; We expect to compete with certain affiliates of direct or indirect owners of the Sponsor for investments, including Industrial Income Trust Inc., which we refer to as IIT, and Dividend Capital Diversified Property Fund Inc., which we refer to as DPF. DPF does have, and IIT may have, priority with respect to certain investment opportunities. In addition, the Advisor and its affiliates face conflicts 3

10 of interest as a result of compensation arrangements, time constraints, competition for investments and for tenants and the fact that we do not have arm s length agreements with the Advisor, Dividend Capital Property Management LLC, which we refer to as the Property Manager, or any other affiliates of the Sponsor, all of which could result in actions that are not in your best interests; If we terminate our agreement with the Advisor, we may be required to pay significant fees to the Sponsor, which will reduce cash available for distribution to you; If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders; Our use of leverage, such as mortgage indebtedness and other borrowings, increases the risk of loss on our investments; Prolonged disruptions in the U.S. and global credit markets could adversely affect our ability to finance or refinance investments and the ability of our tenants to meet their obligations, which could affect our ability to meet our financial objectives and make distributions; Our charter does not require us to pursue a transaction to provide liquidity to our stockholders. If we do not effect a Liquidity Event, it will be very difficult for you to have liquidity with respect to your investment in shares of our common stock; We will not be a registered investment company, and we will not be subject to the provisions of the Investment Company Act of 1940, or the Investment Company Act. If we become subject to the Investment Company Act, it could significantly impair the operation of our business; and If we internalize the management functions performed by the Advisor, it could result in significant payments to the owners of the Advisor, the percentage of our outstanding common stock owned by our other stockholders could be reduced, we could incur other significant costs associated with being selfmanaged, and any internalization could have other adverse effects on our business and financial condition. Compensation to the Advisor and its Affiliates The Advisor and its affiliates receive compensation and fees for services related to this offering and for the investment and management of our assets, subject to review and approval of a majority of our board of directors, including a majority of the independent directors. In addition, the Sponsor has been issued partnership units in the Operating Partnership constituting a separate series of partnership interests with special distribution rights, which we refer to as the Special Units. Set forth below is a summary of the fees and expenses we expect to pay these entities. The maximum amount that we may pay with respect to such fees and expenses is also set forth below. See Management Compensation for a more detailed explanation of the fees and expenses payable to the Advisor and its affiliates and for a more detailed description of the Special Units. See The Advisor and the Advisory Agreement The Advisory Agreement for a description of the reimbursements and other payments we will make to the Advisor for all of the expenses it incurs on our behalf. These expenses include the costs of all or a portion of the wages or other compensation of employees or other personnel incurred by the Advisor or its affiliates in performing certain services for us, including but not limited to the compensation payable to our principal executive officer and our principal financial officer, provided however, that we will not reimburse the Advisor if the Advisor receives a specific fee for the activities which generate such expenses. For the year ended December 31, 2013, we did not reimburse the Advisor or its affiliates for any compensation payable to our principal executive officer and our principal financial officer. Subject to limitations in our charter, the fees, compensation, income, expense reimbursements, interests and other payments payable by us may increase or decrease during this offering or future offerings from those described below if such revision is approved by a majority of our board of directors, including a majority of the independent directors. 4

11 Type of Fee and Recipient Description and Method of Computation Estimated Maximum Dollar Amount Organization and Offering Stage Sales Commission the Dealer Manager Dealer Manager Fee the Dealer Manager Organization and Offering Expense Reimbursement the Advisor or its affiliates, including the Dealer Manager Acquisition Stage Acquisition Fees the Advisor Up to 7.0% of gross proceeds from the sale of shares in the primary offering. All of the sales commissions may be reallowed to participating broker dealers. The sales commissions are not payable with respect to shares issued under our distribution reinvestment plan. Up to 2.5% of the gross proceeds from the sale of shares in the primary offering. The Dealer Manager may reallow a portion of the dealer manager fees to participating broker dealers and to broker dealers servicing investors accounts, referred to as servicing broker dealers. The dealer manager fees are not payable with respect to shares issued under our distribution reinvestment plan. Up to 2.0% of the aggregate gross offering proceeds from the sale of shares in our public offerings, including shares issued pursuant to our distribution reinvestment plan, to reimburse the Advisor for paying cumulative organization expenses and expenses of our public offerings including certain distribution-related expenses of the Dealer Manager, participating broker dealers and servicing broker dealers. Acquisition of Real Properties Acquisition fees are payable to the Advisor in connection with the acquisition, or the development, construction, improvement, or stabilization of, real properties and will vary depending on whether the asset acquired is in the operational stage or in the development, construction, or improvement stage. For each real property acquired in the operational stage, the acquisition fee is an amount equal to 2.0% of the total purchase price of the properties acquired (or our proportional interest therein), until such time as we have invested an aggregate 5 $105,000,000 $37,500,000 $40,000,000 Operational Stage: $22,945,545 (assuming no debt financing to purchase assets) $74,711,538 (assuming debt financing equal to 75% of the aggregate value of our assets) Development, Construction, or Improvement Stage: $69,903,846 (assuming no debt financing to purchase assets) $250,689,655 (assuming debt financing equal to 75% of the aggregate value of our assets)

12 Type of Fee and Recipient Description and Method of Computation Estimated Maximum Dollar Amount amount of $500,000,000 in properties acquired in the operational stage, at which time the acquisition fee will be reduced to 1.0% of the total purchase price of the properties acquired (or our proportional interest therein), including in all instances real property held in joint ventures or co-ownership arrangements. In connection with providing services related to the development, construction, improvement and stabilization, including tenant improvements, of real properties, which we refer to collectively as development services, or overseeing the provision of these services by third parties on our behalf, which we refer to as development oversight services, the acquisition fee, which we refer to as the development acquisition fee, will equal up to 4.0% of total project cost, including debt, whether borrowed or assumed (or our proportional interest therein with respect to real properties held in joint ventures or co-ownership arrangements). If the Advisor engages a third party to provide development services directly to us, the third party will be compensated directly by us and the Advisor will receive the development acquisition fee if it provides the development oversight services. Acquisition of Interest in Real Estate- Related Entities The Advisor is also entitled to receive acquisition fees of (i) 1.0% of our proportionate share of the purchase price of the property owned by any real estate-related entity in which we acquire a majority economic interest or that we consolidate for financial reporting purposes in accordance with generally accepted accounting principles in the U.S., or GAAP, and (ii) 1.0% of the purchase price in connection with the acquisition of an interest in any other real estate-related entity. Amount will depend on our proportional share and cannot be determined at the present time. 6

13 Type of Fee and Recipient Description and Method of Computation Estimated Maximum Dollar Amount Operational Stage Asset Management Fees the Advisor Acquisition of Debt and Other Investments The Advisor is entitled to receive an acquisition fee of 1.0% of the purchase price, including any third-party expenses related to such investment, in connection with the acquisition or origination of any type of debt investment or other investment. For purposes of calculating fees in this prospectus, purchase price includes debt, whether borrowed or assumed. For all assets acquired, the asset management fee will consist of (i) a monthly fee of one-twelfth of 0.80% of the aggregate cost (including debt, whether borrowed or assumed, and before non-cash reserves and depreciation) of each real property asset within our portfolio (or our proportional interest therein with respect to real property held in joint ventures, co-ownership arrangements or real estate-related entities in which we own a majority economic interest or that we consolidate for financial reporting purposes in accordance with GAAP); provided, that the monthly asset management fee with respect to each real property asset located outside the U.S. that we own, directly or indirectly, will be one-twelfth of 1.20% of the aggregate cost (including debt, whether borrowed or assumed, and before non-cash reserves and depreciation) of such real property asset, (ii) a monthly fee of one-twelfth of 0.80% of the aggregate cost or investment (before non-cash reserves and depreciation, as applicable) of any interest in any other real estate-related entity or any type of debt investment or other investment, and (iii) with respect to a disposition, a fee equal to 2.0% of the total consideration paid in connection with the disposition, calculated in accordance with the terms $17,995,050 (assuming no debt financing to purchase assets or third party expenses, which cannot be determined at the present time) $69,903,846 (assuming debt financing equal to 75% of the aggregate value of our assets but no third party expenses, which cannot be determined at the present time) Actual amounts are dependent upon aggregate cost of assets, the sales price of assets, the location of assets and the amount of leverage and therefore cannot be determined at the present time. 7

14 Type of Fee and Recipient Description and Method of Computation Estimated Maximum Dollar Amount Property Management and Leasing Fees the Property Manager of the Advisory Agreement. The term disposition shall include (a) a sale of one or more assets, (b) a sale of one or more assets effectuated either directly or indirectly through the sale of any entity owning such assets, including, without limitation, us or the Operating Partnership, (c) a sale, merger, or other transaction in which the stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, or (d) a listing of our common stock on a national securities exchange or the receipt by our stockholders of securities that are listed on a national securities exchange in exchange for our common stock. Property management fees may be paid to the Property Manager in an amount equal to a market based percentage of the annual gross revenues of each real property owned by us and managed by the Property Manager. Such fee is expected to range from 2% to 5% of annual gross revenues. In addition, we may pay the Property Manager a separate fee for initially leasing-up our real properties, for leasing vacant space in our real properties and for renewing or extending current leases on our real properties. Such leasing fee will be in an amount that is usual and customary for comparable services rendered to similar assets in the geographic market of the asset (generally expected to range from 2% to 8% of the projected first year s annual gross revenues of the property); provided, however, that we will only pay a leasing fee to the Property Manager if the Property Manager provides leasing services, directly or indirectly. Actual amounts are dependent upon gross revenues of specific properties and actual property management and leasing fees and therefore cannot be determined at the present time. 8

15 Type of Fee and Recipient Description and Method of Computation Estimated Maximum Dollar Amount Liquidity Stage Special Units Industrial Property Advisors Group LLC, the parent of the Advisor In general, the holder of the Special Units will be entitled to receive 15% of net sales proceeds on dispositions of the Operating Partnership s assets after stockholders have received, in the aggregate, cumulative distributions from all sources equal to their capital contributions plus a 6.5% cumulative non-compounded annual pre-tax return on their net contributions. The Special Units will be redeemed for a specified amount upon the earliest of: (i) the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement defined below in The Advisor, or (ii) the listing of our common stock on a national securities exchange, or other Liquidity Event. Notwithstanding anything herein to the contrary, no redemption of the Special Units will be permitted unless and until the stockholders have received (or are deemed to have received), in the aggregate, cumulative distributions from operating income, sales proceeds and other sources in an amount equal to their capital contributions plus a 6.5% cumulative non-compounded annual pre-tax return thereon. See The Operating Partnership Agreement Redemption Rights of Special Units. Actual amounts are dependent on net sales proceeds and therefore cannot be determined at the present time. The table below provides information regarding fees paid to the Dealer Manager, the Advisor, and their affiliates in connection with our operations and this offering. The table includes amounts incurred for the year ended December 31, 2013, as well as amounts payable as of December 31, Incurred For the Year Ended December 31, 2013 Payable as of December 31, 2013 Sales commissions the Dealer Manager... $ 123,477 $ 31,500 Dealer manager fees the Dealer Manager... 44,460 11,250 Organization and offering costs the Advisor or its affiliates, including the Dealer Manager... 75,748 9,324 Other expenses the Advisor (1)... 41,575 41,575 Total (2)... $ 285,260 $ 93,649 (1) Includes reimbursement for expenses incurred on our behalf in connection with the services provided to us under the Advisory Agreement. 9

16 (2) We reimburse the Advisor for cumulative organization expenses and for cumulative expenses of our offerings up to 2.0% of the gross offering proceeds from our offerings. The Advisor or an affiliate of the Advisor is responsible for the payment of our cumulative organization and offering expenses to the extent the total of such cumulative expenses exceeds the 2.0% organization and offering expense reimbursements from our offerings, without recourse against or reimbursement by us. Expense Support Agreement On October 24, 2013, we entered into an Expense Support and Conditional Reimbursement Agreement, which we refer to herein as the Expense Support Agreement, with the Operating Partnership and the Advisor. Pursuant to the Expense Support Agreement, effective for each quarter between October 1, 2013 and September 30, 2014, the Advisor has agreed to defer payment of all or a portion of the asset management fee otherwise payable to it pursuant to the Advisory Agreement if our company-defined funds from operations, or CDFFO, as disclosed in each of our quarterly and annual reports, for a particular quarter is less than the aggregate distributions that would have been declared for such quarter assuming daily distributions at the quarterly rate of $ per share of common stock, which we refer to as Baseline Distributions, which is the rate at which we have declared distributions for the third and fourth quarters of The amount of the asset management fee that will be deferred for a particular quarter, if any, will equal the lesser of (i) the difference between the CDFFO and Baseline Distributions for such quarter and (ii) the entire asset management fee payable to the Advisor pursuant to the Advisory Agreement for such quarter. In addition, during the term of the Expense Support Agreement, the Advisor, in its sole discretion, may elect to fund certain expenses of the Company and the Operating Partnership as expense support payments. If, in any quarter, the Advisor elects to fund an expense support payment equal to the difference between the CDFFO and the Baseline Distributions less any deferred asset management fees for that quarter, then we, the Advisor, and the Operating Partnership shall enter into a separate quarterly agreement for the provision of expense support with respect to such quarter. Subject to the conditions described below, the Advisor is entitled to reimbursement from us for any asset management fees that are deferred and any expense support payments that the Advisor makes pursuant to the Expense Support Agreement; provided, that, we will not be obligated to reimburse the Advisor for any amount not reimbursed by us to the Advisor within three years after the quarter in which such reimbursable amount originated. For any quarter in which CDFFO exceeds the Baseline Distributions for that quarter, the Expense Support Agreement requires that we reimburse the Advisor in an amount equal to the lesser of (i) the difference between the CDFFO and the Baseline Distributions and (ii) the sum of all outstanding reimbursable amounts. In addition, subject to certain limitations, we will reimburse the Advisor for any outstanding reimbursable amounts in connection with our completion of a Liquidity Event, but the amount of the reimbursement payable to the Advisor is limited to the maximum amount permitted to be reimbursed while also allowing for our stockholders to receive (or be deemed to receive) in the aggregate, cumulative distributions from all sources equal to their capital contributions plus a 6.5% cumulative non-compounded annual pre-tax return on their net contributions. Any such reimbursement in connection with the completion of a Liquidity Event will be paid to the Advisor prior to any redemption of Operating Partnership units and prior to any payment to any other party in connection with the Liquidity Event. Our obligation to reimburse the Advisor will be non-interest bearing. During the term of the Expense Support Agreement, we may be able to use cash flow from operations to pay distributions to our stockholders that would otherwise be used to pay asset management fees or expenses. Although the Expense Support Agreement has an effective term through September 30, 2014, it may be terminated prior thereto without cause or penalty by either the Advisor or a majority of our independent directors, in each case upon 60 days written notice to the other party. In addition, the Advisor s obligations under the Expense Support Agreement will immediately terminate upon the earlier to occur of (i) the termination or nonrenewal of the Advisory Agreement, (ii) the delivery by us of notice to the Advisor of our intention to terminate or not renew the Advisory Agreement or (iii) our completion of a Liquidity Event. When the Expense Support 10

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