GDIF

An investment in the Grayscale Dynamic Income Fund (the “Fund”) is speculative and involves a high degree of risk. The program is not suitable for all investors. The shares are illiquid with restrictions on transferability and resale, and investors should not expect to redeem shares on-demand. Each investor or prospective investor should be aware that they may be required to bear the financial risk of this investment for an indefinite period of time. An investor may lose all or a substantial part of its investment. The Fund does not represent a complete investment portfolio. There can be no assurance that the investment objectives of the Fund will be achieved. The managers and portfolio structure provided herein may be subject to change.

Interests in GDIF are offered through Grayscale Advisors, LLC (the “Manager”) and/or its placement agents. The Manager is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Interests in GDIF have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state or other securities laws, and will be offered and sold only to eligible accredited investors (within the meaning of Rule 501(a) of Regulation D under the Securities Act), who are also qualified purchasers (as defined in Section 2(a)(51) of the Investment Company Act of 1940), and in compliance with any applicable state or other securities laws.

The Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and will not be required to adhere to certain restrictions and requirements under the Investment Company Act, and investors will not be afforded the protections of the Investment Company Act.

This is for informational purposes only and is not an offer, solicitation or recommendation to purchase or sell any securities or partnership interest in GDIF. The Fund is offered or sold pursuant to a Fund Private Placement Memorandum (“PPM”) and related documents (such as an Agreement of Limited Partnership) that set forth detailed information regarding the Fund, including investment program and restrictions, management fees and expenses, investment risks and conflicts of interest. This material does not present a full or balanced description of the Fund, and should not be used as the exclusive basis for an investment decision.

This is not an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Potential investors are urged to consult a professional adviser regarding any economic, tax, legal or other consequences of entering into any transactions or investment described herein.

This material may contain Fund performance information. Past performance is no guarantee of future results. Potential investors should carefully review the PPM and related documents. An investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks inherent in an investment in the Fund. No assurance can be given that the Partnership’s investment objective will be achieved or that investors will receive a return of their capital. An investor may lose its entire investment.

The trading prices of many Digital Assets have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading prices of Digital Assets, could have a material adverse effect on the value of the Interests.

The Fund may suffer losses due to staking, delegating, and other related services the Manager intends to engage in on the Fund’s behalf.

Smart contracts are a new technology and ongoing development may magnify initial problems, cause volatility on the networks that use smart contracts and reduce interest in them, which could have an adverse impact on the value of Digital Assets that deploy smart contracts.

If the Digital Asset awards and transaction fees for recording transactions on the Digital Asset Network underlying a Fund Component are not sufficiently high to incentivize miners or validators, or if certain jurisdictions continue to limit or otherwise regulate mining or validating activities, miners and validators may cease expanding processing power or demand high transaction fees, which could negatively impact the value of the Fund Components and the value of the Interests.

Cybersecurity attacks and other security threats cannot be anticipated, and the solution can cause procedural changes and/or additional costs for secure online transactions. Cyber security issues can occur with the portfolio manager or with a third-party entity which handles operations for the Fund.

Participation in staking and earning staking rewards requires significant technical expertise and may involve substantial fees and/ or agency costs in respect of staking through a third-party provider.

Digital assets involve a new rapidly evolving industry that is subject to a variety of factors that are unknown and/or difficult to evaluate. The digital markets are susceptible to extreme price fluctuations, theft, loss and destruction and cryptocurrency exchanges are unregulated and may be more exposed to fraud and failure. An investment will involve significant risks due to the nature of this investment. Understand the conflicts of interest among the parties involved with this investment such as Grayscale, the stalking operations, and the custodian of funds. This information is disclosed in the Private Placement Memorandum (PPM).

Proof-of-stake is a blockchain consensus mechanism for processing transactions and creating new blocks. A consensus mechanism is a method for validating entries into a distributed database and keeping the database secure. In the case of cryptocurrency, the database is called a blockchain—so the consensus mechanism secures the blockchain.

A token is a representation of an asset or interest that has been tokenized on an existing cryptocurrency's blockchain. Crypto tokens and cryptocurrencies share many similarities, but cryptocurrencies are the native asset of a blockchain.

Digital asset networks are developed by a diverse set of contributors and the perception that certain high-profile contributors will no longer contribute to the network could have an adverse effect on the market price of the related digital asset.

Digital assets may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the market price of such digital assets.

The Fund relies on third party service providers to perform certain functions essential to the affairs of the Product and the replacement of such service providers could pose a challenge to the safekeeping of the digital asset and to the operations of the Products.

A substantial direct investment in digital assets may require expensive and sometimes complicated arrangements in connection with the acquisition, security and safekeeping of the digital asset and may involve the payment of substantial acquisition fees from third party facilitators through cash payments of U.S. dollars. Because the value of the Shares is correlated with the value of digital asset(s) held by the Fund, it is important to understand the investment attributes of, and the market for, the underlying digital asset. Please consult with your financial professional.

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