SecProbe.io

CORRESP
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Faegre Drinker
Biddle & Reath LLP

One Logan
Square, Suite 2000

Philadelphia,
PA 19103

www.faegredrinker.com

July 31, 2024

Via EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: David L. Orlic

 Re: Variant Alternative Lending
Fund (the “Fund”)

Initial Registration
Statement on Form N-2

File Nos.
333-279339 and 811-23965

Dear Mr. Orlic,

The
following responds to the comments that you provided via email on June 10, 2024, in connection with the Securities and Exchange Commission
(“SEC”) Staff’s review of a registration statement filed by the Fund under the Securities Act of 1933, as amended (the
“1933 Act”), and the Investment Company Act of 1940, as amended (the “Investment Company Act”), on Form N-2 on
May 10, 2024 (“Registration Statement”). The changes to the Fund’s disclosures discussed below are reflected in Pre-Effective
Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”). The Revised Registration
Statement also reflects the addition of disclosures regarding a second class of Shares of beneficial interest of the Fund, designated
as Access Class Shares. As noted below, the Investment Manager and other affiliates of the Fund have received exemptive relief from the
SEC that permits the Fund to issue multiple classes of shares.1

For
your convenience, we have repeated each comment below, and the Fund’s responses follow the Staff’s comments. Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
The Fund confirms that the responses to the Staff’s comments provided in one section will be similarly applied in other parallel
sections, except as noted by the Fund.

General

 1. Comment: Please
advise whether you have presented any test the waters materials to potential investors in connection with this offering. If so, we may
have additional comments.

Response:
The Fund confirms that it has not presented any test the waters materials to potential investors in connection with this offering.

1 See Variant Alternative
Income Fund and Variant Investments, LLC (File No. 812-14895) Investment Company Act Rel. Nos. 33242 (September 20, 2018) (notice)
and 33269 (October 12, 2018) (order).

 2. Comment:
                                            Please confirm in your response letter that FINRA has reviewed the proposed underwriting
                                            terms and arrangements for the transactions described in the registration statement, including
                                            the amount of compensation to be allowed or paid to the underwriters and any other arrangements
                                            among the Fund, the underwriters, and other broker dealers participating in the distribution,
                                            and that FINRA has issued a statement expressing no objections to the compensation and other
                                            arrangements.

Response:
The Fund respectfully notes that no FINRA review is required in connection with the Registration Statement pursuant to an exemption provided
by FINRA Corporate Financing Rule 5110(h)(2)(L).

 3. Comment:
                                            Please advise if you have submitted or expect to submit an exemptive application or no-action
                                            request in connection with the registration statement.

Response:
The Fund supplementally confirms that it has not submitted, nor does it currently intend to submit, any exemptive application or no-action
request in connection with the Registration Statement. However, the Investment Manager and other affiliates of the Fund have received
exemptive relief from the SEC that permits the Fund to (i) co-invest in certain privately-negotiated investment transactions with current
or future unregistered funds and registered closed-end funds that are advised by the Investment Manager, subject to the satisfaction
of certain conditions (the “Co-Investment Exemptive Relief”)2, and (ii) issue multiple classes of shares (the
“Multi-Class Exemptive Relief”)3. The Fund supplementally provides that it intends to (i) participate in certain
privately-negotiated investment transactions pursuant to the conditions of the Co-Investment Exemptive Relief, and (ii) issue multiple
classes of Shares and impose asset-based distribution and/or service fees with respect to Access Class Shares of the Fund pursuant to
the conditions of the Multi-Class Exemptive Relief.

 4. Comment:
                                            If a party other than the Fund’s sponsor or one of its affiliates is providing the
                                            Fund’s initial (seed) capital, please identify the party in your response letter and
                                            describe their relationship with the Fund.

Response:
The Fund supplementally confirms that the Fund’s Investment Manager will provide the Fund’s initial seed capital.

Cover Page

 5. Comment:
                                            Disclosure states that the Fund expects to invest in other investment vehicles “on
                                            an opportunistic basis.” Please disclose, either here or elsewhere in the prospectus,
                                            that the Fund does not expect such investments to constitute more than 15% of net assets.

Response:
The Fund has added the following disclosure to the cover page and other applicable sections of the Fund’s Prospectus in the Revised
Registration Statement:

“The
Fund does not expect to invest more than 15% of its net assets in private Underlying Funds (i.e., Underlying Funds that would
be investment companies but for the exemptions under Section 3(c)(1) or 3(c)(7) of the Investment Company Act).”

2 See Variant Alternative
Income Fund, et al. (File No. 812-15265) Investment Company Act Rel. Nos. 34452 (December 23, 2021) (notice) and 34476 (January 19,
2022) (order).

3 See Variant Alternative
Income Fund and Variant Investments, LLC, supra note 1.

    2

 6. Comment:
                                            Please add a bolded bullet point stating that the Fund may pay distributions in significant
                                            part from sources that may not be available in the future and that are unrelated to the Fund’s
                                            performance, such as a return of capital, offering proceeds, borrowings, and amounts obtained
                                            from the Fund’s affiliates that are subject to repayment by investors.

Response:
The Fund has added the requested disclosure in the Revised Registration Statement.

 7. Comment:
                                            When citing to the risk factors, please include a specific page citation to the risk factor
                                            regarding leverage.

Response:
The Fund has revised the second sentence of the paragraph immediately following the list of bullet points on page ii of the Prospectus
as follows in the Revised Registration Statement (added text underlined):

“Please
review the “Principal Risk Factors” starting on page 12 of this Prospectus, including “Borrowing; Use of Leverage”
on page 14 of this Prospectus.”

 8. Comment:
                                            Please modify the Total Offering table to reflect as necessary any minimum and maximum offering
                                            amounts and to include a termination date, and confirm that no funds will be held in escrow.

Response:
The Fund has modified the Total Offering table in the Revised Registration Statement to reflect that a maximum of $250,000,000 Shares
of the Fund will be registered for sale thereunder. As indicated in footnote 1 to the Total Offering table, the Fund confirms that that
Shares of the Fund will be offered on a continuous basis. In addition, the Fund has added the following disclosure in footnote 2 to the
Total Offering table in the Revised Registration Statement:

“The
Distributor is not obligated to sell any specific number of Shares, nor have arrangements been made to place Shareholders’ funds
in escrow, trust or similar arrangement.”

Fund Fees and
Expenses, page 6

 9. Comment:
                                            The Fund’s investment management fee shown in the fee table should be reflected on
                                            the basis of net assets. The fund’s management fee is equal to 1.00% of managed assets.
                                            Please confirm that the investment management fee reflects the fund’s anticipated use
                                            of leverage and is shown on the basis of net assets.

Response:
The Fund does not currently anticipate borrowing under a line of credit during its first year of operations. Accordingly, the Fund supplementally
confirms that the amount of the Investment Management Fee that is disclosed in the fee table included in the Revised Registration Statement
reflects the Fund’s anticipated use of leverage and is shown on the basis of net assets. In addition, the Fund has deleted the
fourth and fifth sentences in footnote 2 to the fee table in the Revised Registration Statement.

    3

Investment Strategies
and Overview of Investment Process, page 9

 10. Comment:
                                            Please disclose a basis for investors to assess the expertise and experience of the Investment
                                            Manager with respect to foreign investments. See Guide 9 in the Guidelines for Form N-2.

Response:
The Fund has added the following disclosure within the sub-section of the Prospectus entitled “MANAGEMENT OF THE FUND – The
Investment Manager” in the Revised Registration Statement:

“In
addition to the Fund, the Investment Manager currently manages two other closed-end investment companies with over 40 non-U.S. investments
across more than 20 countries.”

 11. Comment:
                                            Please confirm that the fee table will include expenses associated with the short selling
                                            described in this section, either as part of the “Fees and Interest Payments on Borrowed
                                            Funds” line item or as a separate line item.

Response:
The Fund supplementally confirms that it does not currently intend to engage in short sales during its first year of operations.
However, if it does engage in short sales, then the Fund confirms that it will include an estimate of the costs relating to such activity
in the fee table.

The Investment
Manager, page 35

 12. Comment:
                                            Please disclose the names of the persons who control the Investment Manager, the basis of
                                            such control, and the general nature of their business. See Item 9.1.b of Form N-2.

Response:
The Fund has added the following disclosure within the sub-section of the Prospectus entitled “MANAGEMENT OF THE FUND – THE
INVESTMENT MANAGER” in the Revised Registration Statement:

“The
Investment Manager is managed by Curtis Fintel, Robert Elsasser and J.B. Hayes. Curtis Fintel, Robert Elsasser, J.B. Hayes and Boco Investments,
LLC are control persons of Variant Investments, LLC due to their ownership of voting interests of the firm. Boco Investments, LLC is
a family office for an ultra-high net worth individual.”

    4

 13. Comment:
                                            The prospectus states “[p]ursuant to the Investment Management Agreement, the Fund
                                            pays the Investment Manager a monthly Investment Management Fee equal to 1.00% on an annualized
                                            basis of the Fund’s NAV of the average monthly “Managed Assets” of the
                                            Fund.” Please clarify whether the fee is a percent of net asset value or managed assets.

Response:
The Fund supplementally provides that the Investment Management Fee is equal to 1.25% on an annualized basis of the average daily Managed
Assets of the Fund and notes that the above-referenced sentence appears in the Statement of Additional Information of the Fund (the “SAI”).
Accordingly, the Fund has revised the first three sentences in the third paragraph of the sub-section of the SAI entitled “INVESTMENT
MANAGEMENT AND OTHER SERVICES – The Investment Manager” as follows in the Revised Registration Statement (added text underlined;
deleted text struck through):

“Pursuant
to the Investment Management Agreement, the Fund pays the Investment Manager an Investment Management Fee equal to 1.25% on an annualized
basis of the average daily a monthly Investment Management Fee equal to 1.00% on an annualized basis of the Fund’s
NAV of the average monthly “Managed Assets” of the Fund. “Managed Assets” means the total assets of
the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than
debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares). Average daily
Managed Assets is the sum of the Managed Assets at the beginning of each business day and the Managed Assets at the end of such business
day and divided by two Average monthly Managed Assets is the sum of the daily managed assets for the month divided by the
number of the days in a month.”

In addition,
the Fund has revised the paragraph within the section of the Prospectus entitled “INVESTMENT MANAGEMENT FEE” as follows in
the Revised Registration Statement (added text underlined; deleted text struck through):

“Pursuant
to the Investment Management Agreement, the Fund pays the Investment Manager an Investment Management Fee equal to 1.25% on an annualized
basis of the average daily monthly “Managed Assets” of the Fund. “Managed Assets” means
the total assets of the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities
(other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares). Average
daily monthly Managed Assets is the sum of Managed Assets at the beginning of each business day and the Managed
Assets at the end of such business day and divided by two the daily Managed Assets for the month divided by the number of
days in the month.”

    5

Investment Management
Fee, page 36

 14. Comment:
                                            Disclosure states that the Investment Manager will receive a fee based on the average monthly
                                            value of Managed Assets. If this disclosure remains, please advise how derivatives will be
                                            valued for purposes of determining “Managed Assets” and confirm that the Fund
                                            will not use the notional value of its derivative investments for purposes of determining
                                            Managed Assets.

Response:
As indicated in the Fund’s response to Staff Comment 13 above, the Investment Management Fee will be equal to 1.25% on an annualized
basis of the average daily “Managed Assets” of the Fund. The Fund confirms that, for purposes of determining “Managed
Assets,” the Fund’s derivative investments, if any, will be valued in accordance with the Valuation Procedures of the Fund
approved by the Fund’s Board of Trustees. The Fund further confirms that it will not use the notional value of its derivative investments
for purposes of determining Managed Assets.

Fund
Expenses, page 39

 15. Comment: