June 10, 2024

VIA E-mail

Mr. Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996

        Re:     Variant Alternative Lending Fund
                File Nos. 333-279339, 811-23965

Dear Mr. Deringer:

        On May 10, 2024, you filed a registration statement on Form N-2 on
behalf of the Variant
Alternative Lending Fund (the    Fund   ). We have reviewed the registration
statement and have
provided our comments below. 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. All capitalized terms not otherwise defined herein have the meaning
given to them in
the registration statement.

General

   1.     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.

   2.     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.

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

   4.     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.
 Mr. Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
June 10, 2024
Page 2


Cover page

   5.    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.

   6.    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.

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

   8.    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.

Fund Fees and Expenses, page 6

   9.    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.

Investment Strategies and Overview of Investment Process, page 9

   10.   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.

   11.   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.

The Investment Manager, page 35

   12.   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.

   13.   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
 Mr. Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
June 10, 2024
Page 3


         of the Fund.    Please clarify whether the fee is a percent of net
asset value or managed
         assets.

Investment Management Fee, page 36

   14.   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.

Fund Expenses, page 39

   15.   Disclosure states that the expenses of the Fund include fees
associated with    the
         offering and issuance of shares.    Please revise this disclosure to
clarify that this
         includes the organizational expenses of the Fund.

   16.   Please include an estimate in the prospectus, detailing the
organizational and offering
         costs associated with the registration.

   17.   Please include disclosure detailing the accounting for the
organizational costs of the
         Fund.

   18.   Please confirm that these expenses are subject to the Expense
Limitation and
         Reimbursement Agreement. Also, please revise the disclosure to specify
whether these
         expenses are subject to that agreement or excluded therefrom.

   19.   Please confirm how the Fund   s formation transaction will take place.
Will the Fund be
         formed by converting a private fund? If so, as required by Reg. S-X,
Rule 6-11, please
         ensure that audited GAAP compliant financial statements, with a Reg.
S-X Rule 12-12
         compliant schedule of investments, is included. If the fund will be
seeded, please
         included audited seed financial statements in compliance with Form N-2
instructions.

Tender/Repurchase Procedures, page 44

   20.   The second paragraph of this section contains a reference to a
repurchase fee, but there
         doesn   t appear to be any other disclosure about this fee, and the
fee table indicates that
         there are no repurchase fees. Please revise your disclosure or advise
why that is not
         necessary.

   21.   Disclosure states that    the Fund may accept all Shares tendered for
repurchase by
         Shareholders who own less than $[1,000,000] worth of Shares and who
tender all of
         their Shares, before prorating other amounts tendered. In addition,
the Fund will accept
         the total number of Shares tendered in connection with required
minimum distributions
 Mr. Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
June 10, 2024
Page 4


         from an individual retirement account (   IRA   ) or other qualified
retirement plan.
         Neither of these actions is consistent with Rule 13e-4(f)(3) under the
Exchange Act.
         Please delete this disclosure, or revise it to otherwise be in
accordance with the cited
         rule.

Distributions to Shareholders, page 51

   22.   Please disclose that the Fund will inform shareholders of the amount
and nature of the
         income or gains distributed to them.

Description of Shares, page 55

   23.   Please concisely disclose any other significant attributes of the
Shares, including, for
         example, any involuntary redemption provisions and any minimum account
balance
         requirement.

Exhibits, page C-1

   24.   We note Article 7.4 of the Agreement and Declaration of Trust,
regarding involuntary
         redemptions of Shares. If you retain this provision, please revise it
so that it is
         consistent with Rule 23c-2 under the Investment Company Act, and
provide
         corresponding disclosure in the prospectus.

   25.   Please provide us with the legality opinion at least 5 business days
in advance of the
         desired effectiveness date.

                                         *   *   *   *    *

       We note that portions of the filing are incomplete. We may have
additional comments on
such portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information supplied in your response letter, or on
exhibits added in
any pre-effective amendments.

       A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.

        We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or
absence of
action by the staff.
 Mr. Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
June 10, 2024
Page 5


      Should you have any questions, please contact me at (202) 551-3503.

                                                 Sincerely,

                                                 /s/ David L. Orlic

                                                 David L. Orlic
                                                 Senior Counsel



cc:   Michael J. Spratt, Assistant Director, U.S. Securities and Exchange
Commission
      Keith A. OConnell, Branch Chief, U.S. Securities and Exchange Commission