Global Head of ETF Strategy at Morgan Stanley Investment Management: Ally Wallace on InvestmentNews

RISK CONSIDERATIONS
Digital assets are highly volatile and unpredictable. Their value is influenced by, but not limited to, supply and demand, investor confidence and their willingness to purchase it using traditional currencies, inflation, interest rates, currency exchange rates, changing regulations in the U.S. and abroad, and economic trends. Investors also face risks such as price swings, flash crashes, fraud, and cybersecurity threats. Digital assets may be more vulnerable to market manipulation than securities.

Blockchain is a shared, immutable ledger that facilitates the process of recording transactions and tracking assets in a business network.

Cryptocurrency (notably, Bitcoin) operates as a decentralized, peer-to-peer financial exchange and value storage that is used like money. It is not backed by any government. Federal, state or foreign governments may restrict the use and exchange of cryptocurrency. Cryptocurrency may experience very high volatility.
This material has been prepared on the basis of publicly available information, internally developed data and other third-party sources believed to be reliable. However, no assurances are provided regarding the reliability of such information, and the Firm has not sought to independently verify information taken from public and third-party sources.

This material is a general communication, which is not impartial, and all information provided has been prepared solely for informational and educational purposes and does not constitute an offer or a recommendation to buy or sell any particular security or to adopt any specific investment strategy. The information herein has not been based on a consideration of any individual investor circumstances and is not investment advice, nor should it be construed in any way as tax, accounting, legal or regulatory advice. To that end, investors should seek independent legal and financial advice, including advice as to tax consequences, before making any investment decision.

Morgan Stanley Bitcoin Trust ("MSBT" or the "Fund"), an exchange traded product, is not registered under the Investment Company Act of 1940 (or the ’40 Act) and therefore is not subject to the same regulations and protections as 1940 Act registered ETFs and mutual funds. Investing involves risk, including possible loss of principal. An investment in MSBT is subject to a high degree of risk and heightened volatility. MSBT is not suitable for an investor that cannot afford the loss of the entire investment. An investment in the Fund is not a direct investment in Bitcoin.

Morgan Stanley Bitcoin Trust ETF Disclosure
Investing in digital assets involves risk, including possible loss of principal. An investment in Morgan Stanley Bitcoin Trust ETF (“MSBT” or the “Fund”) is subject to a high degree of risk and heightened volatility. MSBT is not suitable for any investor that cannot afford loss of the entire investment.
"https://www.sec.gov/Archives/edgar/data/2103612/000110465926000959/tm2534140d2_s1.htm"www.sec.gov. Alternatively, the Fund or any authorized participant will arrange to send you the prospectus (when available) if you request it by calling (833) 903-2211 or by contacting Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101.

Morgan Stanley Investment Management Inc. is the sponsor of Morgan Stanley Bitcoin Trust. Foreside is the Marketing Agent. “

The Fund is not registered under the Investment Company Act, 1940 (the “40 Act”) and is not subject to regulation under the 40 Act, unlike most mutual funds or ETFs. The Fund may trade at a premium or discount to its net asset value. The Fund is new and has a limited operating history upon which investors may base an evaluation of its likely performance.

The value of the Fund relates directly to the value of the underlying digital asset it holds, the value of which is highly volatile and subject to fluctuations due to a number of factors.

The Fund relies on third party service providers to perform certain functions essential to the affairs of the Trust. Some of these service providers may not be subject to federal regulation and oversight and the replacement of such service providers could pose a challenge to the safekeeping of the digital asset and to the operations of the Fund.

No guarantee or representation is made that the Fund’s investment strategy, including, without limitation, its investment objectives or strategies, will be successful, and investment results may vary substantially over time. Nothing herein is intended to imply that the Fund’s investment methodology or that investing may be considered “conservative,” “safe,” “risk free,” or “risk averse.”
This material is not an offer or solicitation of any kind to buy or sell any securities outside of the United States of America. Nothing in this content should be considered a solicitation to buy or an offer to sell shares of any investment in any jurisdiction where the offer or solicitation would be unlawful under the securities laws of such jurisdiction, nor is it intended as investment, tax, financial, or legal advice. Investors should seek such professional advice for their particular situation and jurisdiction.

Digital Asset Risk Disclosures

Many digital assets, including Bitcoin, have experienced significant volatility in trading prices in recent periods and may continue to experience such volatility in the future. Such volatility in digital asset prices could have a material adverse effect on the value of the Fund and the shares could lose all or substantially all of their value.

Digital assets represent a new and rapidly evolving industry. The value of the Fund depends, among other things, on the acceptance of the digital assets in general and Bitcoin in particular, the capabilities and development of blockchain technologies and the fundamental investment characteristics of Bitcoin.

Digital asset networks are developed and maintained by a diverse set of contributors and the perception that certain contributors will no longer contribute to the network or may decrease their contributions to, or involvement with 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 holds Bitcoin; however, an investment in the Fund is not a direct investment in Bitcoin. As a non-diversified and single industry fund, the value of the shares may fluctuate more than shares invested in a broader range of industries. Because the value of the Fund is correlated with the value of Bitcoin, it is important to understand the investment attributes of, and the market for, the underlying digital asset (Bitcoin). Please consult with your financial professional.

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 fees to third party service providers through cash payments of U.S. dollars.
Regulation of digital assets, including Bitcoin, continues to evolve across different jurisdictions worldwide, which may cause uncertainty and insecurity as to the legal and tax status of a given digital asset. As Bitcoin and digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies have been examining the operations of digital asset networks, digital asset users and the digital asset spot market. Many of these state and federal agencies have brought enforcement actions and issued advisories and rules relating to digital asset markets. Ongoing and future regulatory actions with respect to digital assets generally or any single digital asset in particular may alter, perhaps to a materially adverse extent, the nature of an investment in the Fund.

The Delegated Sponsor does not store, hold, or maintain custody or control of the Fund’s digital assets but instead has entered into Custodial Services Agreements with a third parties to facilitate the security of its Bitcoin. The Custodians control and secure the Fund’s Bitcoin, in segregated custody accounts to store private keys, which allows for the transfer of ownership or control of the Fund’s Bitcoin, on the Fund’s behalf. If a Custodian resigns or is removed by the Delegated Sponsor or otherwise, without replacement, it could trigger early termination of the Fund.

The net assets of the Fund and its shares are valued on a daily basis with reference to CoinDesk Bitcoin Benchmark Rate, a standardized reference rate published by COINDESK®. COINDESK® and the Fund's applicable reference rate (the "Index") are trade or service marks of CoinDesk Indices, Inc. (with its affiliates, including CC Data Limited, “CDI”), and/or its licensors. CDI or CDI's licensors own all proprietary rights in the Index. CDI is not affiliated with Morgan Stanley Investment Management Inc. and does not approve, endorse, review, or recommend the Fund. CDI does not guarantee the timeliness, accurateness, or completeness of any data or information relating to any Index and shall not be liable in any way to Morgan Stanley Investment Management Inc., investors in or holders of any of the Fund or other third parties in respect of the use or accuracy of any Index or any data included therein.
Before making an investment decision, you should carefully consider the risk factors and other information included in the prospectus.

Forward-Looking Statements
Certain statements contained herein and in any related materials may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can generally be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," or similar expressions, or the negative of such terms. These statements are based on current expectations, estimates, assumptions, and projections and are subject to significant risks, uncertainties, and other factors that may cause actual results, performance, or developments to differ materially from those expressed or implied by such statements. Forward-looking statements speak only as of the date on which they are made. The Fund undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
NOT FDIC INSURED | OFFER NO BANK GUARANTEE | MAY LOSE VALUE | NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY | NOT A DEPOSIT