SecProbe.io

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January 29, 2024
Via Email

Nathan J. Greene
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019

              First Eagle Real Estate Lending Fund
              Initial Registration Statement on Form N-2
              File Nos. 333-276328 and 811-23925

Dear Mr. Greene,

        On December 29, 2023, First Eagle Real Estate Lending Fund (the    Fund
  ) filed a Registration
Statement on Form N-2 (the    Registration Statement   ) under the Securities
Act of 1933, as amended
(the    1933 Act   ) and the Investment Company Act of 1940, as amended (the
1940 Act   ). We have
reviewed the filing and have the following comments. All capitalized terms not
otherwise defined
herein have the meaning given to them in the Registration Statement. References
to item and instruction
numbers in this letter, unless otherwise specified, are to items and
instructions in Form N-2.

GENERAL
1.     We note that the Registration Statement is missing information and
exhibits and contains
       numerous sections that indicate that they will be added, completed or
updated by amendment.
       Please expect comments on such portions when you add, complete or update
them in any pre-
       effective amendment, on disclosures made in response to this letter, on
information supplied
       supplementally, or on exhibits filed in any pre-effective amendment.
Please plan accordingly.
2.     Where a comment is made with regard to disclosure in one location, it is
applicable to all similar
       disclosure appearing elsewhere in the Registration Statement. Please
make all conforming
       changes.
3.     We note that the Registration Statement discloses requests for exemptive
relief (e.g., multi-class
       relief). Please advise us as to the status of the application disclosed
in the Registration Statement
       and whether you have submitted or expect to submit any other exemptive
applications or no-
       action requests in connection with the Registration Statement.
4.     Please tell us if you have presented or will present any    test the
waters    materials to potential
       investors in connection with this offering. If so, please provide us
with copies of such materials.
 Nathan J. Greene
Sidley Austin LLP
January 31, 2024
Page 2 of 8

5.     On the facing sheet, please uncheck the box    when declared effective
pursuant to section 8(c) of
       the Securities Act,    as that section relates to post-effective
amendments.
PROSPECTUS

Cover page
6.     We note that the cover page is quite long. Please review and consolidate
the cover page by
       reducing repetitive disclosures and removing information that impedes
the understanding of the
       information required by Item 1 (e.g., consolidate repetition in the
Investment Strategy; delete the
       discussion (including the footnote) of the Adviser   s and Subadviser
s assets under management;
       concisely summarize the Fund   s use of leverage and add a cross
reference to the lengthier
       Prospectus disclosure of the risks of using leverage, pursuant to Item
1.1.j and Guidelines to
       Form N-2, Guide 6; remove duplicative disclosures about the classes of
securities offered and the
       relief sought; and shorten footnote (b)).
7.     The disclosure states that the Fund is offering two classes of Common
Shares and that the Fund
       has been granted exemptive relief from the Securities and Exchange
Commission (   SEC   ) that
       permits the Fund to issue multiple classes of shares and to impose
asset-based distribution fees
       and early-withdrawal fees. Please revise the Registration Statement here
and throughout to
       remove language that the SEC has granted such relief, and state, if
true, that the Fund has applied
       for such relief and there is no assurance that the Fund will be granted
the exemptive order. Also
       state which Class of shares the Fund will offer until/if such relief is
granted.
8.     We note the Fund   s objective includes a reference to residential and
commercial real estate
       investments. Please consider whether the term    -related    should be
added to the end of    real
       estate    given the fund   s name and strategies suggest its focus is on
lending and other debt
       investments. Please also clarify in the Prospectus whether the Fund will
invest directly in real
       property. If yes, please disclose how such investments will be
structured and provide
       corresponding strategy disclosure. Please also disclose what percentage
of the Fund   s portfolio
       will consist of real property. We may have additional comments.
9.     Please specify the amount of securities to be offered. See Item 1.1.c.
10.    Please revise the second sentence of    Investment Strategy    here and
throughout the Registration
       Statement to state that    [t]hese investments are    rather than
these investments can include   , and
       revise the disclosure to include additional principal investments, if
applicable. The Fund   s
       disclosure must state its actual principal strategies.
11.    Please add the following to the bullet point on the cover:    For Class
A-2, an investor will pay a
       sales load of up to [_]% and offering expenses of up to [_]% on the
amounts it invests. If you pay
       the maximum aggregate [__]% for sales load and offering expenses, you
must experience a total
       return on your net investment of [__]% in order to recover these
expenses.
 Nathan J. Greene
Sidley Austin LLP
January 31, 2024
Page 3 of 8

12.    Please shorten the    Risks    bullet points by consolidating the bullet
points that cover the same
       risks (or delete them if repetitive). For example: consider
consolidating the first and fourth bullet
       points; and deleting the tenth and last bullet points as repetitive of
the other cover risk
       disclosures.
13.    In the second risk bullet point, please delete    all of,    given
limited opportunities for redemptions.
14.    In the fifth risk bullet point, please add    , if any,    after    a
certain level of distributions   . Please
       also add    [t]he Company may pay distributions in significant part from
sources that may not be
       available in the future and that are unrelated to the Company's
performance.
Prospectus Summary
General Comment
15.    Please supplementally explain whether the Fund will utilize any
subsidiaries other than the
       wholly owned Subsidiary identified in the Registration Statement. For
these purposes, a
          subsidiary    is any entity (regardless of whether or not the Fund
set up the entity) primarily
       controlled by the Fund, and that primarily engages in investment
activities in securities or other
       assets.    Primarily controlled    as used herein means (1) the Fund
controls the unregistered entity
       within the meaning of Section 2(a)(9) of the 1940 Act, and (2) the Fund
 s control of the
       unregistered entity is greater than that of any other person. For any
entities not wholly owned,
       please supplementally describe the ownership structure. We may have more
questions or
       comments based on your responses to these questions.
16.    Please confirm supplementally whether, and if so, the extent to which,
the Fund will invest in
       private funds that rely on section 3(c)(1) or 3(c)(7) of the 1940 Act.
We may have additional
       comments.
Investment Objective and Principal Strategies
17.    In the second to last paragraph, please add a cross reference to the
risks of investing in below
       investment grade instruments.
18.    Will the Fund   s principal investment strategy include loan
originations? If so, please add
       disclosure addressing loan originations. We may have additional comments
related to such
       disclosure.
19.    Please describe the Fund   s principal strategy to invest in Residential
Mezzanine Loans here and
       in more detail later in the Prospectus.
20.    Please supplementally explain whether the Fund anticipates entering any
portfolio formation
       transactions in advance of going effective.
 Nathan J. Greene
Sidley Austin LLP
January 31, 2024
Page 4 of 8

Periodic Repurchase Offers
21.     At the end of the first sentence, please add a reference to the date on
which the repurchase price
        for Shares is determined (i.e., Repurchase Pricing Date).
22.     In the following parenthetical here and throughout the Registration
Statement, please change
           can    to    must   : (i.e., the date by which shareholders must
tender their Common Shares in
        response to a purchase offer).
23.     Please add a section to the summary prospectus disclosing that the Fund
calculates the NAV of
        each class of its Common Shares on a daily basis. See Rule
23c-3(b)(7)(iii). If the Fund intends
        to publicly report the daily NAV per Common Share of each class on its
website and/or will
        provide a toll free number for information on the daily NAVs, so state.
Also include a cross
        reference to    Periodic Repurchase Offers.
Use of Leverage
24.     For the Subsidiary and each other    subsidiary    (as defined in
comment 15), please address the
        following comments here or elsewhere in the Prospectus:

      x Disclose that the Fund complies with the provisions of the 1940 Act
governing investment
         policies (Section 8) on an aggregate basis with the subsidiary.

      x Disclose that the subsidiary complies with provisions relating to
affiliated transactions and
         custody (Section 17). Identify the custodian of the subsidiary, if
any.

      x Disclose that the Fund 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 fund treats the
         subsidiary   s debt as its own for purposes of Section 18.

      x 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
         Fund 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 Fund and the
         subsidiary, then, for purposes of complying with Section 15(c), the
reviews of the Fund   s and
         the subsidiary   s investment advisory agreements may be combined.

      x Disclose any of the subsidiary   s principal investment strategies or
principal risks that constitute
         principal investment strategies or risks of the Fund. 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.

      x Explain in correspondence whether the financial statements of the
subsidiary will be
         consolidated with those of the Fund. If not, please explain why not.
 Nathan J. Greene
Sidley Austin LLP
January 31, 2024
Page 5 of 8

      x 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.

      x Please supplementally confirm with respect to any wholly owned
subsidiary that its management
         fee (including any performance fee), if any, will be included in
Management Fees,    and its
         expenses will be included in    Other Expenses    in the Fund   s fee
table.

      x Confirm in correspondence that estimated tax expenses of any taxable
REIT subsidiary will be
         included in    Other Expenses    in the fee table.

      x If a foreign corporation, the subsidiary and its board of directors
will agree to designate an agent
         for service of process in the United States.
25.     If the Fund will only invest in wholly owned or majority owned
subsidiaries, please disclose that
        the Fund [does not/does not currently intend] to create or acquire
primary control of any entity
        which primarily engages in investment activities in securities or other
assets, other than entities
        wholly owned or majority owned by the Fund. Otherwise, please disclose
that    subsidiary
        includes entities that engage in investment activities in securities or
other assets that are
        primarily controlled by the Fund.
26.     Please supplementally confirm whether the Fund will be offering common
and preferred shares
        together in a bundled unit.
27.     With respect to Preferred Shares that may be issued in the future,
please disclose in the
        Prospectus any limitations or restrictions on the Fund if dividend
payments are past due, and
        disclose any restrictions on paying dividends. See Item 10.1.b.
28.     The Fund states that it has entered, or it may enter, one or more
credit facilities. Please file any
        Credit Facility Agreements that will be in effect when the Fund
launches in a pre-effective
        amendment prior to effectiveness of the Registration Statement. Please
also disclose the material
        restrictions under the credit facility and update this section in a
pre-effective amendment to
        address the actual portfolio limits and other material terms of the
credit facility.
29.     In the last paragraph there is a cross reference to    Principal Risks
of the Fund   Segregation and
        Coverage Risk.    Please consider whether this risk remains relevant
given the adoption of rule
        18f-4. If not, please delete the risk and references to it throughout
the prospectus (see, e.g.,
           Other Information Regarding Investment Restrictions     Senior
Securities in the Statement of
        Additional Information   ).
Distributions
30.     The disclosure describes that the Fund intends to make regular
[quarterly distributions] of all of
        its net investment income to shareholders. Please confirm
supplementally whether registrant is
        relying on exemptive relief or plans to file an exemptive application
for an exemption from
 Nathan J. Greene
Sidley Austin LLP
January 31, 2024
Page 6 of 8

       Section 19(b) of the 1940 Act and Rule 19b-1 thereunder to make periodic
distributions of long-
       term capital gains more frequently than permitted by Section 19(b) or
Rule 19b-1.
Unlisted Closed-End Fund Structure; Limited Liquidity
31.    Please add or move this disclosure to    Principal Risks    and
Summary of Principal Risks.    In
       addition, please add    subject to certain conditions    before    as
described herein,    and please add
       a cross reference to    Repurchase Offers Risk.
Summary of Principal Risks of the Fund
32.    We note that the Summary of Principal Risks of the Fund is fourteen
pages long. Please revise
       this part of the Prospectus Summary so that it contains a clear and
concise description of the
       principal risks, and add cross-references to the more detailed
Prospectus risk disclosures. See
       Instruction to Item 3.2. Please address the below comments in the
Principal Risks disclosure as
       well.
33.    Under    Real Estate Industry Concentration Risk,    please revise the
concentration policy to delete
          instrument of    so the focus of the concentration policy is on
industry concentration, not
       instrument concentration. Also, if not relevant, please delete the
disclosure about the    burdens
       of ownership of real property   .
Summary of Fund Expenses
34.    In Footnote 1, please delete the following clause which is already
disclosed in the table above: