Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 30, 2021, Grayscale Investments, LLC, the manager of Grayscale Digital Large Cap Fund LLC (the "Fund") entered into Amendment No. 2 (the "Amendment") to the Second Amended and Restated Limited Liability Company Agreement of the Fund, as amended (the "LLC Agreement"). The Amendment clarifies that Section 6.4 (Derivative Actions) of the LLC Agreement shall not apply to any derivative claims brought under the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations thereunder.

The foregoing description is a summary, does not purport to be a complete description of the Amendment, and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.3 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits





(d)    Exhibits



Exhibit No.                                 Description

4.3             Amendment No. 2 to the Second Amended and Restated Limited Liability
              Company Agreement

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