Exhibit 4.1


 


INLAND REAL ESTATE INCOME TRUST, INC.


AMENDED AND RESTATED DISTRIBUTION REINVESTMENT
PLAN


 


Inland Real Estate
Income Trust, Inc. (the “Company”), as a service to its stockholders, hereby offers participation in its amended and
restated distribution reinvestment plan (the “Plan”). The Plan is designed to provide participants with a simple, convenient
and economical way to purchase shares of the Company’s common stock. Stockholders who choose not to participate in the Plan
will receive cash distributions, as declared and paid by the Company.


To aid in your understanding
of the question-and-answer statements set forth below, you may find the following basic definitions useful:


“Shares
registered in your name” means shares of the Company’s common stock for which you are the owner of record. If you
own shares of the Company’s common stock but are not the owner of record for those shares, it is likely that the shares you
own are registered in the name of another (e.g., in the name of a bank or trustee holding shares of common stock on your behalf)
and are held for you by the registered owner in an account in your name.


“Shares
enrolled in the Plan” means shares registered in your name that you have chosen to enroll in the Plan. Distributions
on all shares enrolled in the Plan are automatically reinvested in additional shares of the Company’s common stock. You do
not have to enroll all of your shares of common stock in the Plan.


The following question-and-answer
statements define the Plan, effective as of November 2, 2015.


Purpose


1. What is the purpose of the Plan?


The purpose of the
Plan is to provide eligible stockholders (see Question 5) with a simple and convenient way to invest cash distributions in additional
shares of the Company’s common stock. The Plan is intended to be used by you as a vehicle for long-term investment in the
Company’s common stock.


Maximum Ownership
of Shares. To maintain the Company’s qualification as a REIT, no more than 50% of its outstanding shares of common stock
may be owned directly or indirectly by five or fewer individuals at any time during July through December of each year. To ensure
that the Company meets this test, its charter provides that no person may own more than 9.8% in value of its issued and outstanding
stock or more than 9.8% in value or in number of shares, whichever is more restrictive, of its issued and outstanding common stock.
Therefore, to the extent that any purchase of shares of common stock under the Plan would cause you to own in excess of 9.8% in
value of the Company’s issued and outstanding stock or 9.8% in value or in number of shares, whichever is more restrictive,
of the Company’s issued and outstanding common stock, you may not reinvest your distributions to purchase additional shares
of common stock.


Investment Options


2. What investment options are
available to participants in the Plan?


The Plan provides
two options for purchasing additional shares of common stock:


Full Distribution
Reinvestment Option. You may have cash distributions on all of your shares of common stock automatically reinvested; or




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Partial Distribution
Reinvestment Option. You may reinvest distributions on a percentage of the shares of common stock you own and continue to receive
cash distributions on the other shares registered in your name. You can take advantage of this option by enrolling in the Plan
only that percentage of your shares for which you wish to reinvest distributions.


Benefits and Disadvantages


3. What are the benefits and disadvantages
of the Plan?


Benefits.
Before deciding whether to participate, you should consider the following benefits of the Plan:


		•	You may purchase additional shares of the Company’s common stock by automatically reinvesting
cash distributions on all, or less than all, of the shares registered in your name. You will continue to receive cash distributions
for those shares of common stock that you choose not to enroll in the Plan.



		•	No commissions, brokerage fees or service charges will be paid by you in connection with purchases
under the Plan.



		•	Your funds will be fully invested because the Plan permits fractions of shares of common stock
to be purchased for you and registered in your name. Distributions on such fractions, as well as on whole shares, will be reinvested
in additional shares of common stock and registered in your name.



		•	Regular statements from the Administrator (as defined below) reflecting all current activity
in your account, including purchases, sales and latest balance, will simplify your recordkeeping.



Disadvantages.
Before deciding whether to participate, you should consider the following disadvantages of the Plan:


		•	You will be treated for U.S. federal income tax purposes as receiving a distribution equal to
the fair market value of the shares of common stock purchased for you as a result of the reinvestment of cash distributions. This
distribution will be taxable to the extent of the Company’s current and accumulated earnings and profits (and to the extent
the distribution exceeds both the Company’s current and accumulated earnings and profits and the tax basis in your shares
of common stock). Accordingly, you may have a tax liability without a corresponding distribution of cash with which to pay the
liability when it comes due.



		•	You may not know the actual number of shares of common stock purchased for you as a result of
the reinvestment of cash distributions until after the applicable Distribution Payment Date, as defined in Question 16.



		•	You may incur income taxes, as described in Question 20.



		•	We may amend, suspend, modify or terminate the Plan at any time, without the prior consent of
participants in the Plan.





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Administration


4. Who administers the Plan for
participants?


DST Systems, Inc.
(the “Administrator”) administers the Plan, keeps records, sends statements of account to each participant, and performs
other duties related to the Plan. Shares purchased under the Plan will be registered in your name.


The Company, in
conjunction with the Administrator, may adopt rules and regulations to facilitate the administration of the Plan. The Company reserves
the right to interpret the provisions of the Plan, and any rules and regulations adopted in accordance therewith, in its sole discretion.
The determination of any matter with respect to the Plan made by the Company in good faith shall be final and conclusive and binding
on the Administrator and all participants in the Plan. The Administrator currently acts as distribution disbursing and transfer
agent and registrar for the Company’s common stock and may have other business relationships with the Company from time to
time.


For answers to questions
regarding the Plan and to request Plan forms, please contact the Company at (800) 826-8228.


Eligibility and Enrollment


5. Who is eligible to participate?


If you are a stockholder
in the Company and have shares registered in your name, you are eligible to participate in the Plan. If your shares of common stock
are registered in a name other than your own (e.g., in the name of a bank or trustee holding shares of common stock on your behalf)
and you want to participate in the Plan, you should consult directly with the entity holding your shares to determine if they can
enroll in the Plan. You will not be eligible to participate in the Plan, however, if you reside in a jurisdiction in which it is
unlawful, or where it is unduly burdensome, for the Company or the Administrator to let you participate.


The Company reserves
the right to reject the enrollment of any participant who has abused the Plan through excessive sales, terminations and enrollments,
or otherwise (see Questions 1 and 26).


6. When may an eligible person
join the Plan?


If you are eligible
to participate as described in Question 5 and have been furnished a copy of the Company’s prospectus, you may join the Plan
at any time. Your enrollment will become effective as described below in Question 12.


7. What happens if a participant’s
financial condition changes after enrollment?


You must notify
the Administrator in the event that, at any time during your participation in the Plan, there is any material change in your financial
condition, as compared to information previously provided to your broker or financial advisors, or inaccuracy of any representation
under the subscription agreement for your initial purchase of securities, including specifically with respect to the concentration
limits applicable to residents of certain states. A “material change” also includes any anticipated or actual material
decrease in your net worth or annual gross income, or any other material change in circumstances that may be likely to cause you
to fail to meet the minimum income and net worth standards or the concentration limits set forth in the Company’s prospectus
for your initial purchase of shares or cause your broker or financial advisor to determine that an investment in shares of the
Company’s common stock is no longer suitable and appropriate for you.




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8. How does an eligible person
join the Plan?


You may join the
Plan by completing the appropriate section of the subscription agreement or submitting a distribution election form. In the event
you wish to enroll shares of common stock that are registered in more than one name (i.e., joint tenants, trustees, etc.), all
registered stockholders must sign the subscription agreement.


You should send
any original subscription agreement to the address indicated on your subscription agreement. You should send any distribution election
forms to the address set forth on the form.


9. Is partial participation possible
under the Plan?


Yes. You may elect
to enroll in the Plan all, or less than all, of the shares registered in your name.


10. For what reinvestment options
does the Election Form provide?


By joining the Plan,
you authorize the Administrator to invest in accordance with the Plan all cash distributions paid on your shares then or subsequently
enrolled in the Plan. The Plan also provides for the partial enrollment in the Plan of your shares of common stock. If you do not
wish all of the shares of common stock held in your name to be enrolled in the Plan, you may designate the percentage of shares
of common stock you do wish enrolled.


11. How may a participant change
options under the Plan?


As a participant, you may change your
reinvestment options at any time by requesting a distribution election form and returning it to the Administrator at the address
set forth on the form. Any change in reinvestment option must be received by the Administrator not later than five days prior to
the next Distribution Payment Date in order to make a change with respect to that distribution payment (see also Questions 12,
14 and 16).


12. When does enrollment in the
Plan become effective?


Your signed subscription
agreement or distribution election form will be processed as quickly as practicable after its receipt by the Administrator. Reinvestment
of cash distributions on your shares enrolled in the Plan will take place as follows:


		•	If your signed subscription agreement or distribution election form is received by the Administrator
prior to the Distribution Payment Date, reinvestment of distributions on your enrolled shares of common stock will begin with that
Distribution Payment Date.



		•	If your signed subscription agreement or distribution election form is received by the Administrator
on or after the Distribution Payment Date, that distribution payment will be made in cash and reinvestment of distributions on
your enrolled shares of common stock will begin with the next following Distribution Payment Date.



For a discussion of record dates and Distribution Payment
Dates, see Questions 14 and 16.


Costs


13. Are there any costs to participants
in the Plan?


All costs to administer
the Plan are paid by the Company, except that you may incur income taxes as a result of your participation in the Plan (see Question
20).




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Purchases


14. When are the record dates and
Distribution Payment Dates for the Company’s distributions?


You should not assume
that the Company will pay distributions or pay them in any particular amount or on any particular date. The Company’s board
of directors will establish Distribution Payment Dates and corresponding record dates.


The Company currently
has no plans to declare any special or extraordinary distributions. However, should any such special distribution be declared,
the amount due on shares enrolled in the Plan, unless otherwise advised by the Company, will be paid to your account under the
Plan and invested in accordance with the Plan, subject to your right to withdraw at any time.


15. What is the source of shares
purchased under the Plan?


The sole source
of shares purchased under the Plan is newly issued shares of common stock purchased directly from the Company.


16. When will shares be purchased
under the Plan?


Cash distributions
reinvested under the Plan will be applied to the purchase of shares of common stock on the dates that cash distributions are paid
on the Company’s common stock (each, a “Distribution Payment Date”). Shares generally will be purchased for you
and registered in your name on the Distribution Payment Date.


17. What will be the price of the
shares purchased under the Plan?


The price per share
for shares of common stock purchased for you under the Plan on any Distribution Payment Date will be equal to $9.50 per share,
which is 95% of the last price at which shares were offered by the Company in its “best efforts” public offering of
its shares, until such time as the Company reports an estimated value of its shares. On and after the date on which the Company
reports an estimated value of its shares, the price per share under the Plan will be equal to the estimated value of a share, as
determined by the Company’s board of directors and reported by the Company from time to time. Assuming that the Plan has
not been terminated or suspended in connection with a listing, if a listing occurs, the price per share for shares of common stock
purchased for you under the Plan will be equal to 100% of the average daily open and close sales price per share, as reported by
the national securities exchange or inter-dealer quotation system, whichever is applicable, on any Distribution Payment Date.


18. How many shares will be purchased
for participants?


The number of shares
of common stock purchased for you depends on the aggregate amount of your cash distributions and the purchase price per share,
determined in accordance with Question 17. A number of shares of common stock, including fractions computed to three decimal places,
equal to the aggregate amount of your cash distributions on any particular Distribution Payment Date, less taxes on distributions
(if applicable, see Question 20 and Question 21), divided by the applicable purchase price per share, will be purchased for you
and registered in your name. The Administrator and the Company will not accept orders to purchase a specific number of shares or
to purchase on days other than the applicable Distribution Payment Date. The Company will not purchase shares of common stock for
you under the Plan to the extent that the purchase would cause you to own in excess of 9.8% in value of the Company’s issued
and outstanding shares of stock or 9.8% in value or in number of shares, whichever is more restrictive, of its issued and outstanding
shares of common stock, unless those limitations are waived by the Company’s board of directors.




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19. Will shares purchased through
the Plan earn distributions?


Yes. All shares
purchased through the Plan, including fractional shares, will be entitled to any distributions when and as declared by the Company.
Only shares of common stock held as of a record date for a given distribution are entitled to that distribution.


Taxes


20. What are the U.S. federal income
tax consequences of participation in the Plan?


The Company believes
the following to be an accurate summary of the U.S. federal income tax consequences for Plan participants as of the effective date
of this Plan. You are urged to consult with your own tax advisor to determine the particular tax consequences that may result from
your participation in the Plan and the subsequent disposition by you of shares of common stock purchased pursuant to the Plan.


(1) Cash distributions
reinvested under the Plan are, in effect, treated for U.S. federal income tax purposes as having been received in cash on the Distribution
Payment Date even though they are used to purchase additional shares of common stock. You will be treated for U.S. federal income
tax purposes as having received, on the Distribution Payment Date, a distribution equal to the sum of (a) the fair market value
of any common stock purchased under the Plan (including common stock purchased through reinvestment of dividends on shares held
in your account), and (b) any cash distributions actually received by you with respect to your shares of common stock not included
in the Plan, and such distribution (provided it is not designated as a capital gain dividend or qualified dividend income) will
constitute a taxable dividend to the extent of the Company’s current and accumulated earnings and profits (as determined
for U.S. federal income tax purposes) allocable to the distribution. Distributions in excess of the Company’s current and
accumulated earnings and profits first will constitute a tax-deferred return of capital that reduces the tax basis in your shares,
but not below zero, and then capital gain to the extent the excess distribution exceeds the tax basis in your shares.


(2) The tax basis
per share of common stock purchased under the Plan is the fair market value of the share on the Distribution Payment Date on which
the share was purchased for you and registered in your name.


(3) The holding
period for shares of common stock acquired with reinvested distributions generally will begin on the day following the Distribution
Payment Date on which the shares were purchased for you and registered in your name (see Question 16).


(4) A gain or loss
may be recognized upon your disposition of common stock purchased through the Plan. The amount of gain or loss recognized will
be the difference between the cash and fair market value of property received for the whole or fractional shares of common stock
and your tax basis in the whole or fractional shares of common stock. Generally, any gain or loss recognized on the disposition
of common stock acquired under the Plan will be treated for U.S. federal income tax purposes as a capital gain or loss.


21. How are U.S. federal income
tax withholding provisions applied to participants in the Plan?


If you fail to furnish
a valid taxpayer identification number to the Administrator and fail to certify that you are not subject to backup withholding,
then the Administrator is required by law under the backup withholding rules to withhold taxes from the amount of distributions
and the proceeds from any sale of your shares. Under certain other circumstances, you also may be subject to backup withholding.
The withheld amount will be deducted from the amount of distributions and the remaining amount of distributions reinvested. In
the case of a sale, the withheld amount will be deducted from the sale proceeds and the remaining amount will be sent to you.




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If you are a non-U.S.
stockholder you must provide the required U.S. federal income tax certifications to establish your status as a non-U.S. stockholder
in order for backup withholding not to apply to you. You also must provide the required certifications if you wish to claim the
benefit of exemptions from U.S. federal income tax withholding or reduced withholding rates under a treaty or convention entered
into between the United States and your country of residence. If you are a non-U.S. stockholder participating in the Plan whose
dividends are subject to U.S. federal income tax withholding, the appropriate amount will be withheld and the balance will be applied
to purchase shares of common stock, which will be registered in your name.


Reports to Participants


22. What kinds of reports will
be sent to participants in the Plan?


A summary statement
of your account will be mailed to you by the Administrator on a monthly basis until the end of 2015 and, thereafter, on a quarterly
basis. These statements are your continuing record of current activity including the cost of your purchases and proceeds from your
sales in the Plan. In addition, you will be sent copies of other communications sent to holders of the Company’s common stock,
including the Company’s annual report, the notice of annual meeting, proxy statement, and the information you will need for
reporting your distribution income for U.S. federal income tax purposes. If, after receiving and reviewing this information, you
no longer wish to participate in the Plan, you may withdraw from the Plan in accordance with the terms set forth in Questions 24
and 25 below.


All notices, statements
and reports from the Administrator and Company to you will be addressed to your latest address of record with the Administrator.
Therefore, you must promptly notify the Administrator of any change of address. To be effective with respect to mailings of distribution
checks, address changes must be received by the Administrator five business days prior to the next Distribution Payment Date.


Certificates for Shares


23. Will certificates be issued
for shares purchased?


No. Shares of the
Company’s common stock purchased through the Plan will be issued in book entry form only. This means that we will not issue
actual share certificates to you or any holders of the Company’s common stock. The use of book entry only registration protects
you against loss, theft or destruction of stock certificates and reduces costs. Shares of common stock purchased through the Plan
will be registered in your name. The number of shares of common stock registered in your name will be shown on your statement of
your account.


Termination of Participation


24. When may a participant terminate
participation in the Plan?


You may request
termination of your participation in the Plan at any time. Any distributions earned subsequent to the effective date of your termination
will be paid to you by check unless you re-enroll in the Plan.


25. How does a participant terminate
participation in the Plan?


To terminate your
participation in the Plan, you must notify the Administrator that you wish to do so. An election form should be sent to the address
set forth on the election form.


26. May an individual’s participation
be terminated by the Company or the Administrator?


The Company reserves
the right to terminate the participation of any participant who, in the Company’s sole discretion, is abusing the Plan or
causing undue expense. The Company also reserves the right to suspend or terminate the Plan with respect to participants in one
or more jurisdictions.




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Sales of Shares 


27. What happens when a participant
sells or transfers all of his or her shares?


If you sell or transfer
all the shares registered in your name, your participation in the Plan will automatically terminate. Any distributions received
after your disposition of the shares (for example, if the shares of common stock are disposed after the record date and before
the Distribution Payment Date), will be paid in cash.


28. What happens when a participant
sells or transfers some but not all of his or her shares?


If you have elected
the “Full Distribution Reinvestment” option described in Question 2, and you transfer or sell a portion of the shares
registered in your name, then the Administrator will continue to reinvest the distributions on all remaining shares registered
in your name.


If you have elected
the “Partial Distribution Reinvestment” option described in Question 2 by enrolling in the Plan only a percentage of
the shares you own, and you transfer or sell a portion of the shares registered in your name, then the Administrator will continue
to reinvest the distributions on the remaining shares registered in your name up to the number of shares originally enrolled in
the Plan. For example, if you requested the Company to enroll in the Plan 50% of the 100 shares registered in your name, and then
you transferred or sold 20 shares, the Company would continue to reinvest the distributions on 40 shares. If instead, you transferred
or sold 80 shares, the Company would continue to reinvest the distributions on 10 shares.


Other Information


29. What are the responsibilities
of the Administrator and the Company under the Plan?


Subject to the limitations
contained in the Company’s charter, the Administrator and the Company will not be liable under the Plan for any act done
in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising with respect
to the prices or times at which shares are purchased for you or any change in the market value of the Company’s common stock.


You should not assume
that the Company will pay distributions or pay them in any particular amount or on any particular date.


You should recognize
that neither the Administrator nor the Company can assure you of a profit or protect you against a loss on the shares of common
stock purchased by you under the Plan.


30. May the Plan be changed or
discontinued?


Notwithstanding
any other provisions of the Plan, the Company reserves the right to amend, modify, suspend or terminate the Plan at any time, in
whole or in part, or in respect to participants in one or more jurisdictions, without the prior consent of participants in the
Plan. In the event that the Company amends, suspends or terminates the Plan, however, the Company will mail participants notice
of the change at least ten calendar days prior to the change, and the Company will disclose the change in a report filed with the
SEC on either Form 8-K, Form 10-Q or Form 10-K, as appropriate.




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