**EXHIBIT 14.2**

**INDUSTRIAL INCOME TRUST INC.**

**CODE OF ETHICS FOR**

**PRESIDENT AND SENIOR FINANCIAL OFFICERS**

**As Adopted by the Board of Directors on December 15, 2009**

Industrial Income Trust Inc. (the “Company”) is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business conduct, and to full and accurate financialdisclosure in compliance with applicable law. This Code of Ethics, applicable to the Company’s President, Chief Financial Officer and Chief Accounting Officer (or persons performing similar functions) (together, “Senior Officers”),sets forth specific policies to guide you in the performance of your duties. 

As a Senior Officer, you must not only comply with applicablelaw. You also have a responsibility to conduct yourself in an honest and ethical manner and must abide by the Company’s Code of Business Conduct and Ethics, and other Company policies and procedures that govern the conduct of our business. Yourleadership responsibilities include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.

**Compliance With Laws, Rules And Regulations**

You are required to comply with the laws, rules and regulations that govern the conduct of our business and to report any suspected violations in accordance with the section below entitled“Compliance With Code Of Ethics.” 

**Conflicts Of Interest**

A conflict of interest occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Company. Your obligation to conduct the Company’s business in anhonest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Before making any investment, accepting any position or benefits, participating in any transactionor business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest, you must make full disclosure of all facts and circumstances to the chair of the Audit Committee of the Board of Directors, and obtainthe prior written approval of the Audit Committee of the Board of Directors. 

**Disclosures**

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, orsubmits to, the Securities and Exchange Commission and in all other public communications made by the Company. As a Senior Officer, you are required to promote compliance by all employees with this policy and to abide by Company standards, policiesand procedures designed to promote compliance with this policy. 

**Compliance With Code Of Ethics**

If you know of or suspect a violation of applicable laws, rules or regulations; the Company’s Code of Business Conduct and Ethics; or this Code ofEthics, you must immediately report that information to the General Counsel or any member of the Audit Committee of the Board of Directors or any member of the Board of Directors. *No one will be subject to retaliation because of a good faithreport of a suspected violation*. 

Violations of this Code of Ethics may result in disciplinary action, up to and including discharge. TheAudit Committee of the Board of Directors shall determine, or shall designate appropriate persons to determine, appropriate action in response to violations of this Code. 

**Waivers Of Code Of Ethics**

If you would like to seek a waiver of thisCode of Ethics you must make full disclosure of your particular circumstances to the Audit Committee of the Board of Directors. Amendments to and waivers of this Code of Ethics will be publicly disclosed as required by applicable law andregulations. 

**No Rights Created**

This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Company’s Senior Officers in the conduct of the Company’s business. It is not intended to and does not create any rightsin any employee, customer/client, visitor, supplier, competitor, shareholder or any other person or entity. 

 

2