Amendment No. 3 to the Second Amended and Restated Limited Liability Company Agreement

Exhibit 4.1

Grayscale Digital Large Cap Fund LLC

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Amendment No. 3 to the

Second Amended and Restated Limited Liability Company Agreement of

Grayscale Digital Large Cap Fund LLC

This Amendment No. 3 (the “Amendment”) to the Second Amended and Restated Limited Liability Company Agreement dated March 7, 2018, as amended by Amendment No. 1 and No. 2 thereto, as may be further amended from time to time (the “LLC Agreement”) of Grayscale Digital Large Cap Fund LLC (the “Fund”) is made on March 22, 2024 by Grayscale Investments, LLC as the sole manager of the Fund (the “Manager”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the LLC Agreement.

Recitals

A. The LLC Agreement, pursuant to Section 9.1(a), may be amended by the Manager in its sole discretion without the consent of Shareholders in order to effect a change that does not materially adversely affect the interests of Shareholders; and

B. The Manager wishes to amend the LLC Agreement to amend the definition of “Business Day”, with such Amendment to be effective immediately as of the date hereof.

Operative Provisions

1. Amendment: The Manager hereby amends Section 1.2 (Definitions) of the LLC Agreement as follows (with strike through representing deletions and underlining and bold representing additions):

“Business Day” means any day other than a Saturday, Sunday or other day on which banks national securities exchanges are permitted or required to close for business in New York, New York.

2. Binding Effect: This Amendment, memorializing an amendment duly adopted pursuant to the terms of the LLC Agreement and executed by the Manager in accordance with the provisions of Section 9.1 shall be binding on the Company, the Manager and all members with immediate effect.

3. Confirmation of LLC Agreement: Except as otherwise expressly provided in this Amendment, all of the terms of the LLC Agreement shall remain unchanged and continue in full force and effect.

4. Governing Law: This Amendment shall be governed by, and construed in accordance with, the laws of the Cayman Islands.
 

IN WITNESS WHEREOF, the undersigned has executed this Amendment as a deed on the date first set forth above.