Form 40-APP/A TCW Steel City Perpetual
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E-mailFile No. 812-15661
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
In the Matter of the Application of:
TCW STEEL CITY PERPETUAL LEVERED FUND LP; TCW STEEL CITY UNLEVERED PRIVATE FUND LP
515 South Flower Street
Los Angeles, California 90071
PNC STEEL CITY ADVISORS, LLC
1 N. Franklin St. – Suite 2500
Chicago, Illinois 60606
AMENDMENT NO. 3 TO THE APPLICATION FOR AN ORDER PURSUANT TO
SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT
TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE
17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT
TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE
17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
All Communications, Notices and Orders to:
Laura Long
General Counsel
The PNC Financial Services Group, Inc.
The Tower at PNC, 300 Fifth Avenue
Pittsburgh, PA 15222
(412) 762-4283
Kevin Finch
Senior Vice President
The TCW Group, Inc.
515 South Flower Street
Los Angeles, California 90071
(213) 244-0000
Copies to:
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Richard Horowitz, Esq.
Cynthia Beyea, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY, 10036
(212) 698-3500
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Vadim Avdeychik, Esq.
Debevoise & Plimpton LLP
66 Hudson Blvd E
New York, New York 10001
(212) 909-6867
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September 9, 2025
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
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IN THE MATTER OF
TCW STEEL CITY PERPETUAL LEVERED FUND LP; TCW STEEL CITY UNLEVERED PRIVATE FUND LP, 515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071; PNC STEEL CITY ADVISORS, LLC, 1 N. FRANKLIN STREET, SUITE 2500, CHICAGO, ILLINOIS 60606 File No. 812-15661
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AMENDMENT NO. 3 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF
THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
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I. SUMMARY OF APPLICATION
The following entities hereby request an order (the “Order”) of the U.S.
Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of 1940, as
amended (the “1940 Act”),1 and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
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TCW Steel City Perpetual Levered Fund LP (“SCPLF” or the “Existing Regulated Fund”), a Delaware limited partnership that intends to convert to a Delaware statutory trust and that is an externally managed, closed-end management investment company that has
elected to be regulated as a business development company under the 1940 Act;
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TCW Steel City Unlevered Private Fund LP (the “Existing Affiliated Fund”), which is an
entity that would be an investment company but for Section 3(c)(7) of the 1940 Act; and
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PNC Steel City Advisors, LLC (“PNC”) , the sub-adviser to SCPLF and the Existing
Affiliated Fund, on behalf of itself and its successors2 (collectively with SCPLF and the Existing Affiliated Fund, the “Applicants”).3
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Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.
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The term “successor” means an entity that results from a reorganization into another jurisdiction or change in the type of business organization.
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All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will
comply with the terms and conditions of the Application.
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The relief requested in this application for the Order (the “Application”)
would allow a Regulated Fund4 and one or more Affiliated Entities5 to engage in Co-Investment Transactions6 subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that
participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”7 The Applicants do not seek relief for transactions effected consistent with
Commission staff no-action positions.8
II. GENERAL DESCRIPTION OF THE
APPLICANTS
SCPLF was formed on October 14, 2024 as a Delaware limited partnership and intends to convert to a Delaware statutory trust in the near future. In connection with the
conversion to a Delaware statutory trust, SCPLF also intends to change its name to TCW Steel City Senior Lending BDC. SCPLF was formed for the purpose of operating as a closed-end management investment company and has elected to be regulated as a
business development company under Section 54(a) of the 1940 Act. SCPLF intends to qualify and elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code and intends to continue to qualify as a RIC in the future. SCPLF’s objectives and strategies are to seek to generate current income while preserving capital.
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“Regulated Fund” means the Existing Regulated
Fund and any Future Regulated Funds. “Future Regulated Fund” means an entity (a) that is a closed-end management investment
company registered under the 1940 Act, or a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary investment adviser or (2) sub-adviser is
an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions. If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed to be
an Adviser with respect to conditions 3 and 4 only.
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The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as
defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more
investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means
an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the
Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly
controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c)
that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
In the case of a Wholly-Owned Investment Sub that does not have a chief
compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a
BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the
Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.
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“Affiliated Entity” means an entity not
controlled by a Regulated Fund that intends to engage in Co-Investment Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates (other than an open-end investment company
registered under the 1940 Act), and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser or its affiliates (other than of an open-end investment company registered under the 1940 Act), that is participating in a
Co-Investment Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder and whose investment adviser is an Adviser.
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To the extent that an entity described in clause (b) is not advised by an Adviser, such
entity shall be deemed to be an Adviser for purposes of the conditions.
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“Co-Investment Transaction” means the acquisition or Disposition of securities of an
issuer in a transaction effected in reliance on the Order or previously granted relief.
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“Adviser” means PNC and any other investment adviser controlling, controlled by, or under common control with PNC. The term
“Adviser” also includes any internally-managed Regulated Fund.
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See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life
Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).
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PNC serves as the sub-adviser to SCPLF. In its capacity as a sub-adviser, PNC recommends investments
to TCW PT Management Company LLC (“TCW”), 9 SCPLF’s primary investment adviser.
SCPLF’s business and affairs are managed under the direction of a board of directors, which consists of seven directors, of which
five are not “interested” persons of SCPLF within the meaning of Section 2(a)(19) of the Act.10
The Existing Affiliated Fund is an entity that would be an investment company but for Section 3(c)(7) of the 1940 Act. PNC
serves as the sub-adviser to the Existing Affiliated Fund. In its capacity as a sub-adviser, PNC recommends investments to TCW, the Existing Affiliated Fund’s primary investment adviser.
PNC is an investment adviser that is registered with the Commission under the Investment Advisers Act of 1940, as amended. PNC is
a wholly-owned subsidiary of PNC Bank, National Association (“PNC Bank”). PNC serves as the sub-adviser to SCPLF and the Existing Affiliated Fund pursuant to sub-advisory agreements
with TCW.
III. ORDER REQUESTED
The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to
permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities
in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
A. Applicable Law
Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered
investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the
purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”
Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company,
acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”11 in which the fund is a participant without first obtaining an
order from the SEC.
Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in
Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may
prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the
SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1
applies to persons subject to the prohibitions of Section 57(a).
Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment
company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or
less advantageous than that of other participants.
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TCW is not (i) an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of PNC; or (ii) an affiliated person of an affiliated person of PNC, except for the affiliation that
arises as a result of serving as the investment adviser to SCPLF and the Existing Affiliated Fund, which are sub-advised by PNC.
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The board of directors (a “Board”) of each Future Regulated Fund will consist of a majority of members who are not
“interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the Act.
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Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part, “any written or oral plan, contract,
authorization or arrangement or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered company, or any
affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share in the profits of such enterprise or undertaking ….”
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B. Need for
Relief
Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3)
if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a
business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). PNC
serves as the sub-adviser to SCPLF and the Existing Affiliated Fund; therefore, such persons may be deemed to be affiliated persons of each other. Accordingly, with respect to PNC and any Advisers that are deemed to be affiliated persons of
each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or
accounts controlled by or under common control with any Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related
to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such
entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.
C. Conditions
Applicants agree that any Order granting the requested relief will be subject to the following Conditions.
1. Same Terms. With respect to any Co-Investment Transaction,
each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial
reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa).
If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance
or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.12
2. Existing Investments in the Issuer. Prior to a Regulated
Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,13 of the Regulated
Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,14 unless: (i) the Regulated Fund already holds the same security as each such
Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.
3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment
Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.15
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Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the selection of such person to a committee of the Board.
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Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction, as both a majority of a BDC’s directors who have no
financial interest in the transaction and a majority of such directors who are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required Majority will be
determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act.
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Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms of the transaction, including the
consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is
consistent with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and
preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings.
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Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and compliance
expenses) will be borne by such Participant.
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4. No Remuneration. Any transaction fee16
(including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a
Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an
Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a
competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept
any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of
either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with
investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).
5. Co-Investment Policies. Each Adviser (and each Affiliated
Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and
equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment
Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.17
6. Dispositions:
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(a)
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Prior to any Disposition18 by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the
Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the
other Affiliated Entities participating in such Disposition.
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(b)
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Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the
steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the
Disposition is a sale of a Tradable Security.19
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7. Board Oversight
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(a)
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Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their
reasonable business judgment.
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(b)
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Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will:
(i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of
the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.
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(c)
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At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated
Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the
period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.
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Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.
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The Affiliated Entities may adopt shared Co-Investment Policies.
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“Disposition” means the sale, exchange, transfer or other disposition of an interest
in a security of an issuer.
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“Tradable Security” means a security
which trades: (i) on a national securities exchange (or designated offshore securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity (findings which
are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has
valued the investment.
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(d)
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Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other
information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to
the Affiliated Entities’ Co-Investment Policies.
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(e)
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The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the
Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer
considers to be material.
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8. Recordkeeping. All information presented to the Board
pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by
Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).20
9. In the event that the Commission adopts a rule under the 1940
Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.
IV. STATEMENT IN SUPPORT
OF RELIEF REQUESTED
Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i)
the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.
A. Potential
Benefits to the Regulated Funds and their Shareholders
Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive
co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and
providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated
Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure
investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from
investment bankers and other sources of investments.
B. Shareholder
Protections
Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed
to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of
other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to
participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any
participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s
specific investment profile and other relevant characteristics.
V. PRECEDENTS
The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to
participate in Co-Investment Transactions (the “Existing Orders”).21 Similar to the Existing Orders, the
Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections
contemplated by the Conditions are consistent with those found in the Existing Orders.
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If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another exemptive order instead of this Order, the
information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such transaction.
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See, e.g., Polen Credit Opportunities Fund, et al. (File No. 812-15457) Release No. IC-35183 (May
2, 2024) (notice), Release No. IC-35206 (May 28, 2024) (Order); Sound Point Meridian Capital, Inc., et al. (File No. 812-15476-01) Release No. IC-35173 (April 19, 2024) (notice), Release
No. IC-35192 (May 15, 2024) (order); Brookfield Infrastructure Income Fund Inc., et al. (File No. 812-15415), Release No. IC-35001 (September 20, 2022) (notice), Release No. IC-35032
(October 17, 2023) (order); T. Rowe Price OHA Select Private Credit Fund, et al. (File No. 812-15461), Release No. IC-34963 (July 24, 2023) (notice), Release No. IC-34987 (August 21, 2023)
(order); KKR Real Estate Select Trust Inc., et al. (File No. 812-15181), Release No. IC-34962 (July 18, 2023) (notice), Release No. IC-34985 (August 15, 2023) (order); MBC Total Private
Markets Access Fund, et al. (File No. 812-15422), Release No. IC-34953 (June 28, 2023) (notice), Release No. IC-34965 (July 25, 2023) (order); Vista Credit Strategic Lending Corp. et al. (File No. 812-15323), Release No. IC-34946 (June 20, 2023) (notice), Release No. IC-34961 (July 18, 2023) (order).
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VI. PROCEDURAL MATTERS
A. Communications
Please address all communications concerning this Application, the Notice and the Order to:
Laura Long
General Counsel
The PNC Financial Services Group, Inc.
The Tower at PNC, 300 Fifth Avenue
Pittsburgh, PA 15222
(412) 762-4283
Kevin Finch
Senior Vice President
The TCW Group, Inc.
515 South Flower Street
Los Angeles, California 90071
(213) 244-0000
Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:
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Richard Horowitz, Esq.
Cynthia Beyea, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY, 10036
(212) 698-3500
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Vadim Avdeychik, Esq.
Debevoise & Plimpton LLP
66 Hudson Blvd E
New York, New York 10001
(212) 909-6867
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B. Authorizations
The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the
relief requested herein was authorized by the Board of the Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.
Pursuant to Rule 0-2(c), Applicants hereby state that the Existing Regulated Fund and Existing Affiliated Fund have authorized to cause to be prepared and to execute
and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The
person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application
pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been
taken.
7
The Applicants have caused this Application to be duly signed on their behalf on the 9th day of September, 2025.
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TCW STEEL CITY PERPETUAL LEVERED FUND LP
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By: TCW Steel City GP LLC, its general partner
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By: TCW PT MANAGEMENT COMPANY LLC, its managing member
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By: /s/ Andrew Kim
Name: Andrew Kim
Title: Managing Director
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By: /s/ Kevin Finch
Name: Kevin Finch
Title: Senior Vice President
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TCW STEEL CITY UNLEVERED PRIVATE FUND LP
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By: TCW Steel City GP LLC, its general partner
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By: TCW PT MANAGEMENT COMPANY LLC, its managing member
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By: /s/ Andrew Kim
Name: Andrew Kim
Title: Managing Director
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By: /s/ Kevin Finch
Name: Kevin Finch
Title: Senior Vice President
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PNC STEEL CITY ADVISORS, LLC
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By: /s/ Peter Mardaga
Name: Peter Mardaga
Title: Executive Vice President
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8
VERIFICATION
Each undersigned states that he or she has duly executed the attached Application for an order under Sections 17(d) and
57(i) of the Investment Company Act of 1940 and Rule 17d-1 under the Investment Company Act of 1940, dated September 9, 2025, for and on behalf of, as applicable, TCW Steel City Perpetual Levered Fund LP; and TCW Steel City
Unlevered Private Fund LP, and that all actions by stockholders, directors, members, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. Each undersigned further says that
he or she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge, information, and belief.
|
|
TCW STEEL CITY PERPETUAL LEVERED FUND LP
|
|
|
By: TCW Steel City GP LLC, its general partner
|
|
|
By: TCW PT MANAGEMENT COMPANY LLC, its managing member
|
|
|
|
|
|
|
|
|
By: /s/ Andrew Kim
Name: Andrew Kim
Title: Managing Director
|
|
|
|
|
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By: /s/ Kevin Finch
Name: Kevin Finch
Title: Senior Vice President
|
|
|
TCW STEEL CITY UNLEVERED PRIVATE FUND LP
|
|
|
By: TCW Steel City GP LLC, its general partner
|
|
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By: TCW PT MANAGEMENT COMPANY LLC, its managing member
|
|
|
|
|
|
|
|
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By: /s/ Andrew Kim
Name: Andrew Kim
Title: Managing Director
|
|
|
|
|
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By: /s/ Kevin Finch
Name: Kevin Finch
Title: Senior Vice President
|
VERIFICATION
The undersigned states that he or she has duly executed the attached Application for an order under Sections 17(d) and 57(i) of the Investment Company Act of 1940 and Rule
17d-1 under the Investment Company Act of 1940, dated September 9, 2025, for and on behalf of, as applicable, PNC Steel City Advisors, LLC, and that all actions by stockholders, directors, members, and other bodies
necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further says that he or she is familiar with the instrument and the contents thereof, and that the facts set
forth therein are true to the best of his or her knowledge, information, and belief.
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PNC STEEL CITY ADVISORS, LLC
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By: /s/ Peter Mardaga
Name: Peter Mardaga
Title: Executive Vice President
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9
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