SecProbe.io

September 4, 2025

VIA E-MAIL

Vadim Avdeychik
Debevoise & Plimpton LLP
66 Hudson Blvd.
New York, NY 10001
vavdeychik@debevoise.com

Re:  TCW Steel City Perpetual Levered Fund LP, File No. 000-56771

Dear Mr. Avdeychik:

On August 4, 2025, you filed a registration statement on Form 10 on behalf of TCW Steel
City Perpetual Levered Fund LP (the “Company”). We have reviewed the registration statement and have provided our comments below. Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.
 Please respond to this letter within ten (10) business days by either amending the filing,
providing the requested information, or advising us when you will provide the requested information. We may have additional comments after reviewing your responses to the following comments or any amendment to the filing.
We note that the Company is voluntarily registering its common shares under section
12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). Please note that a filing on Form 10 goes effective automatically by lapse of time 60 days after the original filing date,
pursuant to Exchange Act section 12(g)(1). If our comments are not satisfactorily addressed within this 60-day period, you should consider withdrawing the Company’s Form 10 prior to its
effectiveness and re-filing a revised Form 10 that includes changes responsive to our comments.
If the Company chooses not to withdraw its Form 10 registration statement, it will be subject to the reporting requirements of Exchange Act section 13(a). Additionally, we will continue to review the filing until all of our comments have been satisfactorily addressed.

2
 Legal Comments

Page 1 – Explanatory Note
1. Please add the following bullet points:
x The Company’s common stock is not currently listed on an exchange, and it is uncertain
whether a secondary market will develop.
x Repurchases of common stock by the Company, if any, are expected to be very limited.
x An investment in the Company may not be suitable for investors who may need the
money they invest in a specified time frame.
x Investment in the Company is suitable only for sophisticated investors and requires the
financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company.
x The Company intends to invest primarily in privately-held companies for which very
little public information exists. Such companies are also generally more vulnerable to
economic downturns and may experience substantial variations in operating results.
x The privately-held companies and below-investment-grade securities in which the
Company will invest will be difficult to value and are illiquid.
2. In the third paragraph, disclosure states, “Once this Registration Statement has been deemed
effective . . . .” Please change “has been deemed” to “is.”
Page 2 – Forward-Looking Statements
3. In the eleventh bullet point, disclosure refers to PNCCM. Please define that term, or cross-
reference to the location where it is defined.
Page 7 – General Development of Business
4. In the first paragraph, disclosure refers to the Company’s intent to convert to a Delaware
statutory trust prior to commencement of operations and to change the Company’s name to
“TCW Steel City Senior Lending BDC.”
a. Please explain supplementally the details of the conversion, including whether
shareholder approval is required.
b. Please tell us when the Company will change its name.
c. The Company’s new name includes “senior lending,” which refers to a type of
investment. Please adopt an 80% policy with regard to the Company’s investments
consistent with the requirements of rule 35d-1 under the 1940 Act. Please disclose
this policy in the Registration Statement, and state in the disclosure that this policy
cannot be changed without 60 days’ prior written notice to shareholders (or
alternatively, that the policy is fundamental).

3
 d. Please add “PNC” prior to “Steel City” in order to avoid confusion with reference to
the term “Steel City.”
5. In the third paragraph, disclosure states that the Company will make direct investments in
senior secured loans to middle market companies or other issuers. Please explain what a
middle market company is. Please also explain who the other issuers are.
6. In the fourth paragraph, disclosure states that the Company may “invest indirectly in
investments through intermediate entities established by us.”
a. If such entities include a subsidiary, please:
i. Disclose that “Subsidiary” includes entities that engage in investment activities in
securities or other assets that are primarily controlled by the Company.  “Primarily
controlled” means (1) the Company controls the unregistered entity within the
meaning of section 2(a)(9) of the 1940 Act, and (2) the Company’s control of the
unregistered entity is greater than that of any other person;
ii. Disclose that the Company complies with the provisions of the 1940 Act
governing capital structure and leverage (Section 18) on an aggregate basis with
the Subsidiary so that the Company treats the Subsidiary’s debt as its own for
purposes of Section 18.
iii. Disclose that any investment adviser to the Subsidiary complies with provisions of
the 1940 Act relating to investment advisory contracts (section 15) as if it were an
investment adviser to the Company under section 2(a)(20) of the 1940 Act. Any
investment advisory agreement between the Subsidiary and its investment adviser
is a material contract that should be included as an exhibit to the registration
statement. If the same person is the adviser to both the Company and the
Subsidiary, then, for purposes of complying with section 15(c), the reviews of the
Company’s and the Subsidiary’s investment advisory agreements may be
combined.
iv. Disclose that each Subsidiary complies with provisions relating to affiliated
transactions and custody (Sections 17 and 57). Identify the custodian of the
Subsidiary, if any.
v. Disclose any of the Subsidiary’s principal investment strategies or principal risks
that constitute principal investment strategies or risks of the Company. The
principal investment strategies and principal risk disclosures of a fund that invests
in a Subsidiary should reflect aggregate operations of the fund and the Subsidiary.
b. Please explain in correspondence whether the financial statements of the Subsidiary
will be consolidated with those of the Company. If not, please explain why not.
c. Please confirm in correspondence that the Subsidiary and its board of directors will
agree to inspection by the staff of the Subsidiary’s books and records, which will be
maintained in accordance with section 31 of the 1940 Act and the rules thereunder.

4
 d. If the Company will have a foreign subsidiary, please confirm that the Subsidiary and
its board of directors will agree to designate an agent for service of process in the
United States.
e. If the Company will have only a wholly-owned subsidiary, please confirm that the
wholly-owned subsidiary’s management fee (including any performance fee), if any,
will be included in “Management Fees,” and the wholly-owned subsidiary’s expenses
will be included in “Other Expenses” in the Company’s fee table.
Page 9 – The Advisor and the Sub-Advisor
7. In the second paragraph, disclosure refers to “TCW’s Private Credit Group.” Please add
disclosure that explains the relevance of the group.
Page 15 – Incentive Fee
8. Please ensure that the Company adds a graphic to this section that demonstrates the operation
of the incentive fee.
9. Please consider disclosing a fee table that conforms to the requirements of Item 3.1 of Form
N-2 adjacent to this section. Please also consider disclosing an expense example that conforms to the requirements of Instruction 11 to Item 3.1 of Form N-2.
Page 24 – The Private Offering
10. In the first paragraph, disclosure states that the Company reserves the right to enter into
Subscription Agreements that contain terms and conditions not found in the Subscription
Agreements entered into with other investors, subject to applicable law.
Please explain:
a. How having subscription agreements with different terms would comply with
sections 18 and 61 under the 1940 Act (e.g., could it result in an investor having
priority over any other investor as to distribution of assets or payment of dividends);
b. Whether different terms in any subscription agreements could have a material,
negative effect on other Company investors;
c. Whether the terms of different subscription agreements will be disclosed to all
Company investors, and how they will be disclosed including the timing of such
disclosure;
d. Whether the terms of these subscription agreements include preferential redemption
or withdrawal rights, or about portfolio holdings or exposures; and
e. Whether the terms of these subscription agreements have a direct or indirect effect on
the management fee attributable to the a pplicable shareholders with whom such
agreements are made.

5
 Page 26 – Regulation as a Business Development Company
11. In the sixth paragraph, disclosure states that the Advisors have each filed an application for
exemptive relief regarding certain co-investments. Please tell us the status of the application.
Page 57 – Reliance upon Consultants
12. Disclosure states that the Advisor may rely upon independent consultants in connection with
its evaluation of proposed investments.  Please tell us whether any of the consultants are, or
may be, affiliates of the Company or the Advisor. In addition, please tell us more about the
types of deal fee, consultancy fee, or other compensation they may be paid either by the
Company or its portfolio company. Please ensure your response addresses applicable regulatory considerations, such as sections 17 and 57 of the 1940 Act, and any policies and procedures in place to manage conflicts and ensure compliance with applicable law.
Page 61 – Risks of PIK and Private Credit Terms
13. Please revise the disclosure to reflect the additional risks presented by investments in PIK
and, if applicable OID securities, including:

a. The interest payments deferred on a PIK loan are subject to the risk that the borrower
may default when the deferred payments are due in cash at the maturity of the loan.
b. The interest rates on PIK loans are higher to reflect the time-value of money on
deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments.
c. Market prices of OID instruments are more volatile because they are affected to a
greater extent by interest rate changes than instruments that pay interest periodically in cash.
d. PIK instruments may have unreliable valuations because the accruals require
judgments about ultimate collectability of the deferred payments and the value of the associated collateral.
e. Use of PIK and OID securities may provide certain benefits to the Advisor, including
increasing management fees and incentive compensation.
Page 62 – Risks Related to Warehousing Transactions
14. Disclosure states that the Company may enter into one or more warehousing transactions.
a. Please tell us whether any of the entities involved in a warehousing transaction may
be affiliated with the Company or the Advisor. See section 2(a)(3) of the 1940 Act.
To the extent there is any affiliation, please provide an analysis of whether any of the
warehousing transactions between the Company and other entities may constitute a
joint enterprise or other joint arrangement within the meaning of rule 17d-1 under the
1940 Act.

6
 b. Please tell us whether affiliates of the Company or Advisor may enter into any
agreements, including back-stop style agreements, with any entities involved in
warehousing transactions.
c. Please tell us whether the Company intends to rely on its co-investment exemptive
order to engage in warehousing transactions and, if so, provide the legal basis for
such reliance.
d. Please provide a legal analysis of whether or not the warehousing transactions may
constitute “unfunded commitment agreements” as defined in rule 18f-4 under the
1940 Act.
Page 64 – Obligations of Shareholders Relating to Credit Facilities
15. Disclosure states that the Company intends to enter into one or more credit facilities. When
the terms of a credit facility are known, please update this disclosure to address the actual portfolio limits and other material terms of the credit facility.
Page 68 – Consequences of Failure to Pay Commitment in Full
16. Disclosure states that a defaulting Shareholder may lose all or a portion of its economic
interest in us. . . .”
a. Please explain to us how the Shareholder’s loss of an interest is consistent with the
requirements of section 63 and section 23 of the 1940 Act.
b. If the loss involves transferring shares to other investors, please add disclosure that
addresses how the Company will price such shares (e.g., lesser of net asset value or the best price reasonably obtainable by the Company, etc.).
c. Please tell us whether the Company has policies and procedures regarding such
pricing.
Page 80 – Trustees
17. Please list other directorships held by a trustee. See Item 5. of Form 10 (cross-referencing to
Item 401 of Regulation S-K).

Page 82 – Interested Trustees
18. Please move Mr. Marzullo’s biography to the section titled, “Executive Officers Who Are
Not Trustees.”

Page 84 – Compensation of Interested Trustees
19. Please explain the 1940 Act definition of “interested persons.” See Item 7 of Form 10 (cross-
referencing to Item 407(a) of Regulation S-K, which requires a fund to explain how it
determined that Independent Trustees are independent).

7
 Page 87 – Particular Risks due to PNC’s Broad and Wide-Ranging Activities
20. Disclosure states that conflicts of interest not de scribed herein may also exist. Please describe
the conflicts of interest that have been omitted. Otherwise, if you mean that PNC may not
have contemplated every conflict of interest that could exist, please say so.

21. Disclosure states that, while PNC will implement reasonable mitigants to address some or all
of the conflicts, there can be no assurance that conflicts of interest will be resolved in favor
of the Company or the Partners. Please provide examples of what you mean so that investor
has some idea of how the Company might be affected.

Page 91 – Collaboration with and Sub-Advisory and Other Services by PNC
22. Disclosure states that the Company will pay an affiliate of the Sub-Advisor a Sourcing Fee
under certain circumstances.  a. In correspondence, please describe to us the following:
x The specific services any affiliate of the Fund or Sub-Advisor and such affiliate’s
employees will provide on the Sub-Advisor’s behalf and why those services do not
amount to investment advisory services provided to the Fund;
x The extent to which the Sub-Advisor will depend on such affiliate’s personnel in
providing investment advisory services;
x Whether personnel of such affiliate who provide investment advice with respect to the
Fund will be supervised persons of the Sub-Advisor under Section 202(a)(25) of the Investment Advisers Act of 1940;
x Whether and what fees are paid to such affiliate for the described services and
whether or not they are paid pursuant to a personnel or resource sharing agreement;
x Whether such affiliate is considered to be a fiduciary with respect to the Fund in
connection with providing the described services;
x By whom the personnel being provided for use by the Sub-Advisor for advisory
services to the Fund are employed and how such employer is affiliated with the Sub-Advisor and the Fund (i.e., controlled subsidiary, wholly or majority owned subsidiary); and
x The registration status of such affiliate and where such affiliate is domiciled.
b. Pl