Proxy Statement (Form DEF 14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

Variant Alternative Lending Fund

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, schedule or registration statement no.:

(3)

Filing party:

(4)

Date filed:

Variant Alternative Lending Fund

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

Institutional Class Shares

Access Class Shares

October 14, 2025

Dear Shareholder:

The enclosed proxy statement (the "Proxy Statement") discusses a proposal to be voted upon by the shareholders ("Shareholders") of the Variant Alternative Lending Fund (the "Fund") at a special meeting of Shareholders to be held at the offices of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103, on October 31, 2025, at 3:00 p.m. Eastern Time (the "Meeting"). Shareholders of record as of the close of business on September 29, 2025, are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

The Meeting is being called for Shareholders to vote on a proposal (the "Proposal") to approve the adoption of a fundamental policy for the Fund to conduct periodic repurchases of its outstanding shares, in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended (the "1940 Act") and to transact such other business as may properly come before the Meeting. The Fund's current Trustees, a majority of whom are not "interested persons" (as defined in the 1940 Act) of the Fund, have unanimously recommended that the Proposal be submitted to Shareholders for approval at the Meeting. The enclosed Proxy Statement contains additional information about the Proposal.

All Shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide. If you have any questions regarding the Proposal or the voting process, please call our proxy firm, Okapi Partners LLC toll-free at (877) 285-5990. If you attend the Meeting, you may revoke your proxy and vote your shares in-person.

Thank you for your investment in the Fund. I encourage you to exercise your rights in governing the Fund by voting on the Proposal. The Board unanimously recommends that you cast your vote FOR the Proposal, as described in the Proxy Statement.

Sincerely,
/s/ David G. Lee
David G. Lee
Chairman and Trustee

IMPORTANT INFORMATION

Q.

Why am I receiving this proxy statement?

A.

You are being asked to vote on important matters affecting the Fund:

(1) Approval of the Adoption of a Fundamental Policy in Reliance on Rule 23c-3 under the 1940 Act to Convert to an Interval Fund (the "Conversion").

You are being asked to approve the adoption of a new fundamental policy of the Fund to conduct repurchase offers of the Fund's shares at quarterly intervals pursuant to Rule 23c-3 under the 1940 Act.

The Fund currently provides liquidity to Shareholders through quarterly repurchase offers of approximately 5% of the Fund's shares of beneficial interest ("Shares") outstanding, subject to approval by the Board, conducted in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended. Variant Investments, LLC, the Fund's investment adviser, (the "Adviser") believes that operating as an "interval fund" in reliance on Rule 23c-3 under the 1940 Act will provide better access to investors and more certainty around available liquidity and the Board has determined that such conversion is in the best interests of shareholders. Therefore, the Fund is seeking shareholder approval to adopt a new fundamental policy to conduct repurchase offers of the Fund's Shares at quarterly intervals pursuant to Rule 23c-3 under the 1940 Act.

Q.

Would operating the Fund as an interval fund affect my account with the Fund?

A.

No. You would still own the same number of Shares in the Fund and the value of your investment will not change as a result of the Conversion. The Conversion would allow Shareholders to sell Shares of the Fund back to the Fund at net asset value once every three months. Subject to Board approval, the Fund intends to offer to repurchase 5% of its outstanding Shares every three months if Shareholders approve this Proposal.

Q.

Why does the Adviser recommend changing to an interval fund rather than continuing to operate as a tender offer fund?

A.

The Adviser believes that adopting a fundamental policy under Rule 23c-3 of the 1940 Act would provide Shareholders with additional liquidity and greater certainty as they would have an opportunity to liquidate a portion of their Shares on a periodic basis pursuant to repurchase offers. Rule 23c-3 requires the Fund to maintain adequate liquidity to make such repurchase. The Adviser also believes that conversion to an interval structure would provide better access to investors and more certainty around available liquidity.

Under the proposed fundamental policy, the Board would be required to make a quarterly repurchase offer for between 5% and 25% of the Fund's outstanding Shares. The Board currently expects to make a repurchase offer for 5% of the Fund's outstanding Shares every three months if Shareholders approve this Proposal and the fundamental policy is adopted by the Fund. If a repurchase offer by a Fund is oversubscribed, the Fund may purchase additional Shares up to a maximum amount of 2% of the outstanding Shares of the Fund. If the Fund determines not to repurchase more than the repurchase offer amount, or if Shareholders tender Shares in an amount exceeding the repurchase offer amount plus 2% of the Shares outstanding on the repurchase request deadline, the Fund would repurchase Shares on a pro rata basis. In this event, Shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer.

Q.

If approved, when will the Conversion happen?

A.

The Adviser expects the Conversion to occur as soon as practicable after the Meeting.

General Matters.

Q.

Will the Fund pay for the proxy solicitation and related legal costs?

A.

Yes. These costs will be borne by the Fund.

Q.

How does the Board recommend that I vote?

A.

The Board, including all of the trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund (the "Independent Trustees"), recommends that you vote in favor of the Proposal.

Q.

I have only a few Shares - does my vote matter?

A.

Your vote is important. If many shareholders choose not to vote, the Fund might not receive enough votes to reach a quorum to hold the Special Meeting. If it appears that there will not be a quorum, the Fund would have to send additional communications or otherwise solicit shareholders to try to obtain more votes.

Q.

What is the deadline for submitting my vote?

A.

We encourage you to vote as soon as possible to make sure that the Fund receives enough votes to act on the Proposal. Unless you attend the Special Meeting to vote in person, your vote must be received by 11:59 p.m. Eastern Time on October 30, 2025.

Q.

Who is eligible to vote?

A.

Any person who owned Shares of the Fund on the "record date," which was September 29, 2025 (even if that person has since sold those Shares).

Q.

How can I vote?

A.

You may vote in any of four ways:

·

Through the Internet. Please follow the instructions on your proxy card.

·

By telephone, with a toll-free call to the phone number indicated on the proxy card.

·

By mailing in your proxy card.

·

In person at the Special Meeting at the offices of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103, on October 31, 2025 at 3:00 p.m. Eastern Time.

We encourage you to vote via the Internet or telephone using the control number on your proxy card and following the simple instructions because these methods result in the most efficient means of transmitting your vote and reduce the need for the Fund to conduct telephone solicitations and/or follow up mailings. If you would like to change your previous vote, you may vote again using any of the methods described above.

Q.

How should I sign the proxy card?

A.

You should sign your name exactly as it appears on the proxy card. Unless you have instructed us otherwise, either owner of a joint account may sign the card, but again, the owner must sign the name exactly as it appears on the card. The proxy card for accounts of which the signer is not the owner should be signed in a way that indicates the signer's authority-for example, "Mary Smith, Custodian."

Q.

Whom should I call if I have questions?

A.

If you have any questions regarding the Proposal or the voting process, please call our proxy firm, Okapi Partners LLC toll-free at (877) 285-5990.

Variant Alternative Lending Fund

c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held October 31, 2025

NOTICE IS HEREBY GIVEN that a special meeting ("Meeting") of shareholders ("Shareholders") of the Variant Alternative Lending Fund (the "Fund"), will be held at the offices of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103, on October 31, 2025, at 3:00 p.m. Eastern Time.

At the Meeting, Shareholders will be asked to act upon the following:

1. To approve the adoption of a fundamental policy for the Fund to conduct periodic repurchases of its outstanding shares, in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended ("1940 Act").

2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL TO APPROVE the adoption of a fundamental policy for the Fund to conduct periodic repurchases of its outstanding shares, in accordance with Rule 23c-3 under the 1940 Act.

Shareholders of record of the Fund at the close of business on September 29, 2025 are entitled to notice of and to vote at the Meeting and any adjournment(s) thereof. The Notice of the Meeting of Shareholders, proxy statement and proxy card is being mailed on or about October 20, 2025 to such Shareholders of record.

By Order of the Board of Trustees,
/s/ Ann Maurer
Ann Maurer
Secretary
October 14, 2025

YOUR VOTE IS IMPORTANT

You can vote easily and quickly over the Internet, by toll-free telephone call, or by mail. Just follow the simple instructions that appear on your proxy card. Please help the Fund reduce the need to conduct telephone solicitation and/or follow-up mailings by voting today.

Variant Alternative Lending Fund
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 31, 2025

Introduction

This proxy statement is being provided to you on behalf of the Board of Trustees (the "Board") of the Variant Alternative Lending Fund (the "Fund") in connection with the solicitation of proxies to be used at a special meeting ("Meeting") of shareholders ("Shareholders") of the Fund, to be held at the offices of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103, on October 31, 2025 at 3:00 p.m. Eastern Time.

The Meeting has been called by the Board for the following purposes:

Proposal Number	Proposal Description
1	To approve the adoption of a fundamental policy for the Fund to conduct periodic repurchases of its outstanding shares, in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended., and
2	To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

You will find this proxy statement divided into four parts:

Part 1 Provides details on the proposal to approve the adoption of the fundamental policy. (see page 2).

Part 2 Provides information about ownership of shares of the Fund (see page 5).

Part 3 Provides information on proxy voting and the operation of the Meeting (see page 6).

Part 4 Provides information on other matters (see page 8).

Please read the proxy statement before voting on the proposal. If you have any questions regarding the proposal or the voting process, please call our proxy firm, Okapi Partners LLC toll-free at (877) 285-5990.

We anticipate that the Notice of the Meeting, this proxy statement and the proxy card (collectively, the "proxy materials") will be mailed to Shareholders beginning on or about October 20, 2025.

Annual and Semi-Annual Reports. The Fund's most recent annual and semi-annual reports to Shareholders are available at no cost. You may view or obtain these documents on the SEC's website at sec.gov. You may also request a report by calling toll-free at (877) 770-7717.

Important Notice Regarding the Availability of Materials for the Shareholder Meeting to be Held on October 31, 2025

The proxy statement for the Meeting is available online at www.OkapiVote.com/Variant

PART 1
DESCRIPTION OF PROPOSAL 1
approve the adoption of the fundamental policy

Shareholders of the Fund are being asked to vote on a proposal to approve the adoption of the fundamental policy.

Introduction

The Fund is currently organized as a closed-end management investment company operating as a tender offer fund that intends to provide a limited degree of liquidity to shareholders of the Fund by conducting repurchase offers, generally quarterly, or taking any other actions permitted by the tender offer rules under the Securities and Exchange Act of 1934, as amended. The decision to conduct repurchase offers is currently at the sole discretion of the Board.

On June 5, 2025, the Board unanimously voted to convert the Fund to an interval fund, subject to shareholder approval. An interval fund is a closed-end management investment company that has adopted a fundamental policy to conduct periodic repurchases of its outstanding shares of beneficial interest pursuant to Rule 23c-3 under the 1940 Act. The Fund believes that adopting a fundamental policy to conduct periodic repurchase offers under Rule 23c-3 will provide shareholders with greater certainty regarding the frequency of liquidity opportunities than under the tender offer fund structure. Rule 23c-3 requires that any change to such a fundamental policy be adopted by a majority of the shareholders of such investment company and therefore, the Board is seeking your approval to adopt a fundamental policy for the Fund to conduct periodic repurchases of its shares as described below.

Background and Reasons

The Board recommends a vote FOR the proposal to approve the adoption of the new fundamental policy because such periodic repurchase offers will ensure greater and more consistent liquidity for the Fund's shareholders. As described in greater detail below, upon adopting the new proposed fundamental policy, the Fund will be required to conduct quarterly repurchase offers unless limited exceptions apply. Although the Fund currently conducts voluntary share repurchases pursuant to the tender offer process, adopting the new proposed fundamental policy will allow the Fund to take advantage of the more efficient and less costly repurchase offer process pursuant to Rule 23c-3. Shareholders will benefit from the lower cost burden on the Fund and assurance that repurchases will be conducted in each calendar quarter.

The fundamental policy will state that the Fund will make quarterly repurchase offers for no less than 5% of the shares outstanding at per-class net asset value ("NAV") per share, unless suspended or postponed in accordance with regulatory requirements. The schedule requires the Fund to make repurchase offers every three months. Although Rule 23c-3 permits repurchases of between 5% and 25% of the Fund's outstanding shares of beneficial interest ("Shares") at NAV per share, for each quarterly repurchase offer, the Fund currently expects to offer to repurchase 5% of the Fund's Shares at NAV subject to approval of the Board.

If the new proposed fundamental policy is adopted, the offer to repurchases Shares will be a fundamental policy that may not be changed without shareholder approval.

Repurchase Process

Pursuant to the new proposed fundamental policy, the Fund will make quarterly repurchase offers every three months. The Fund currently intends to offer to repurchase between 5% and 25% of the Fund's outstanding Shares each quarter, but this amount may be lowered in the sole discretion of the Board.

Shareholders will be notified in writing of each quarterly repurchase offer and the date the repurchase offer ends (the "Repurchase Request Deadline"). Shares will be repurchased at the per-class NAV per Share determined as of the close of business on the date so identified (the "Valuation Date"). Shares tendered for repurchase by shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase amounts established for that Repurchase Request Deadline. The time between the notification to Shareholders (the "Shareholder Notification") and the Repurchase Request Deadline is generally thirty (30) days, but may vary from no more than forty-two (42) days to no less than twenty-one (21) days. The Shareholder Notification will contain information Shareholders should consider in deciding whether to tender their Shares for repurchase. The Shareholder Notification also will include detailed instructions on how to tender Shares for repurchase, state the repurchase offer amount and identify the dates of the Repurchase Request Deadline, the scheduled Valuation Date, and the date the repurchase proceeds are scheduled for payment (the "Repurchase Payment Deadline"). The Shareholder Notification also will set forth the NAV per Share that has been computed no more than seven (7) days before the date of such notification, and how Shareholders may ascertain the NAV per Share after the notification date. Payment pursuant to the repurchase will be made by checks to the Shareholder's address of record or credited directly to a predetermined bank account on the purchase payment date, which will be no more than seven (7) days after the Valuation Date. The Board may establish other policies for repurchases of Shares that are consistent with the Investment Company Act of 1940, regulations thereunder and other pertinent laws.

The Repurchase Request Deadline will be strictly observed. If a shareholder fails to submit a repurchase request in good order by the Repurchase Request Deadline, the shareholder will be unable to liquidate shares until a subsequent repurchase offer and will have to resubmit a request in the next repurchase offer. Shareholders may withdraw or change a repurchase request with a proper instruction submitted in good form at any point before the Repurchase Request Deadline.

Suspension or Postponement of Repurchase Offers

The Fund may suspend or postpone a repurchase offer in limited circumstances set forth in Rule 23c-3 under the 1940 Act, as described below, but only with the approval of a majority of the Trustees, including a majority of Trustees who are not "interested persons" of the Fund, as defined in the 1940 Act.

The Fund may suspend or postpone a repurchase offer only: (i) if making or effecting the repurchase offer would cause the Fund to lose its status as a "regulated investment company" under the Internal Revenue Code of 1986, as amended; (ii) for any period during which the New York Stock Exchange (the "NYSE") or any other market in which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such market is restricted; (iii) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (iv) for such other periods as the Securities and Exchange Commission ("SEC") may by order permit for the protection of shareholders of the Fund. The Fund will provide notice to shareholders of any suspension or postponement of a repurchase offer.

Oversubscribed Repurchase Offers

If Shareholders tender for repurchase more than the repurchase offer amount for a given repurchase offer, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed 2% of the outstanding Shares of the Fund on the Repurchase Request Deadline. If the Fund determines not to repurchase more than the repurchase offer amount, or if Shareholders tender Shares in an amount exceeding the repurchase offer amount plus 2% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. However, the Fund may (i) accept all Shares tendered by persons who own, beneficially or of record, an aggregate of less than one hundred shares and who tender all of their Shares, before prorating Share tenders by others; or (ii) accept by lot Shares tendered by shareholders who tender all Shares held by them and who, when tendering their Shares, elect to have all or none or at least a minimum amount or none accepted, if the company first accepts Shares tendered by shareholders who do not so elect. In addition, the Fund will accept the total number of Shares tendered in connection with required minimum distributions from an Individual Retirement Account ("IRA") or other qualified retirement plan. It is the Shareholder's obligation to both notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan.

If any shares that a Shareholder wishes to tender to the Fund are not repurchased because of proration, such Shareholder: (i) will have to wait until the next repurchase offer and resubmit a new repurchase request; and (ii) will not be given any priority over other Shareholders' requests. Thus, there is a risk that the Fund may not purchase all of the Shares a Shareholder wishes to have repurchased in a given repurchase offer or in any subsequent repurchase offer.

There is no assurance that a shareholder will be able to tender their Shares when or in the amount that they desire.

Risks Related to the Approval of Proposal

From the time the Fund distributes or publishes each Shareholder Notification until the Valuation Date for that offer, the Fund must maintain liquid assets at least equal to the percentage of its shares subject to the repurchase offer. For this purpose, "liquid assets" means assets that may be sold or otherwise disposed of in the ordinary course of business, at approximately the price at which the Fund values them, within the period between the Repurchase Request Deadline and the Repurchase Payment Deadline, or which mature by the Repurchase Payment Deadline. Payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than the Adviser otherwise would, thus increasing the Fund's portfolio turnover and potentially causing the Fund to realize losses. The sale of portfolio securities to fund repurchases also could reduce the market price of those underlying securities, which in turn would reduce the Fund's NAV.

Additionally, the Fund may borrow under a credit facility for a number of reasons, including without limitation, to satisfy repurchase requests from Shareholders, and to otherwise provide the Fund with liquidity. Repurchases of the Fund's shares will tend to reduce the amount of outstanding shares and, depending upon the Fund's performance, its net assets. A reduction in the Fund's net assets would increase the Fund's expense ratio, to the extent that additional shares are not sold and expenses otherwise remain the same (or increase).

In addition, to the extent the Fund sells portfolio holdings in order to fund repurchase requests, the repurchase of shares by the Fund will be a taxable event for the shareholders of repurchased shares, and potentially even for shareholders that do not participate in the repurchase offer.

Required Vote

Adoption of the fundamental policy requires the approval of the holders of a majority of the Fund's outstanding voting securities, which means the lesser of: (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting; or (b) more than 50% of outstanding shares of the Fund.

PART 2
INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND

Outstanding Shares

Only Shareholders of record at the close of business on September 29, 2025 (the "Record Date"), will be entitled to notice of, and to vote at, the Meeting. On September 29, 2025, the Fund had shares outstanding and entitled to vote as follows.

Fund		Shares Outstanding and Entitled to Vote
Institutional Class Shares		3,248,307
Access Class Shares		-

Control Persons and Principal Shareholders

To the knowledge of the Fund, as of September 29, 2025, no single Shareholder or "group" (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) beneficially owned more than 5% of the Fund's outstanding Shares, except as described in the table below. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of the Fund or class or acknowledges the existence of control. A party that controls the Fund or class may be able to significantly affect the outcome of any item presented to Shareholders for approval.

A substantial majority of the shareholders in the Fund are clients of Kovitz Investment Group Partners, LLC ("Kovitz"). Such shareholders have delegated proxy voting responsibility to Kovitz. Following a review of the merits of the Proposal, including an assessment as to whether the Proposal poses any material conflicts of interest, Kovitz will vote any shares of the Fund over which it has voting authority consistent with its respective proxy voting policies and procedures.

As a group, the Trustees and officers of the Fund owned less than 1% of the outstanding shares of the Fund of the Record Date. As a result, the Trustees and officers as a group are not deemed to control the Fund.

The following table identifies those Shareholders known to the Fund to own beneficially or of record 5% or more of the voting securities of the Fund's shares as of the Record Date. The Fund does not have any knowledge of the identity of the ultimate beneficiaries of the Shares listed below.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Ownership
Pershing LLC; P.O.Box 2052;Jersey City, NJ 07303	2,469,899	76%
National Financial Services, LLC 499 Washington Blvd. Jersey City, NJ 07310	633,006	19%

PART 3
INFORMATION ON PROXY VOTING AND THE operation of the MEETING

Who is Eligible to Vote

Shareholders of record of the Fund as of the close of business on September 29, 2025 (the "Record Date") are entitled to vote at the Meeting and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote. Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to the Shareholder's instructions. If you sign a proxy, but do not fill in a vote, your shares will be voted to approve the Proposal. If any other business comes before the Meeting, your shares will be voted at the discretion of the persons named as proxies.

Proposals by Shareholders

The Fund does not intend to hold meetings of Shareholders except to the extent that such meetings may be required under the Investment Company Act of 1940 (the "1940 Act") or state law. Under the Fund's Agreement and Declaration of Trust, special meetings of the Shareholders may be called by the Trustees. To the extent required by the 1940 Act, special meetings of the Shareholders for the purpose of removing one or more Trustees will be called by the Trustees upon the written request of Shareholders owning at least 10% of the outstanding shares of all classes entitled to vote.

Proxies, Quorum and Voting at the Meeting

Shareholders may use the proxy card provided if they are unable to attend the Meeting in-person or wish to have their shares voted by a proxy even if they do attend the Meeting. Any Shareholder that has given a proxy to someone has the power to revoke that proxy at any time prior to its exercise by executing a superseding proxy or by submitting a notice of revocation to the secretary of the Fund. The Fund's secretary is Ms. Ann Maurer, and she may be reached at the following address: 235 West Galena Street, Milwaukee, WI 53212. In addition, although mere attendance at the Meeting will not revoke a proxy, a Shareholder present at the Meeting may withdraw a previously submitted proxy and vote in-person.

All properly executed and unrevoked proxies received in time for the Meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given on a received proxy, the persons named as proxies will vote the shares represented thereby in favor of the Proposal described herein and will use their best judgment to vote on such other business as may properly come before the Meeting or any adjournment thereof.

Telephonic Voting. Shareholders may call the number indicated on their proxy card to vote their shares. Shareholders will need to enter the control number set forth on their proxy card and then will be prompted to answer a series of simple questions. The telephonic procedures are designed to authenticate a Shareholder's identity, to allow Shareholders to vote their shares and to confirm that their instructions have been properly recorded.

Internet Voting. Shareholders may submit an "electronic" proxy over the Internet in lieu of returning each executed proxy card. In order to use this voting feature, Shareholders should go online at to the URL indicated on the Shareholder's proxy card and enter the control number set forth on the proxy card. Shareholders will be prompted to follow a simple set of instructions, which will appear on the website.

Quorum

The holders of one-third of the shares of the Fund present in-person or represented by proxy and entitled to vote shall constitute a quorum for the transaction of business at the Meeting. For purposes of determining the presence of a quorum, abstentions will be counted as present, and broker "non-votes", if applicable, will not be counted as present. Abstentions will have the effect of a "no" vote for purposes of obtaining the requisite approval of the Proposal. Broker "non-votes" (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will not count as votes cast.

If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposal are not received, Shareholders may vote to adjourn that Meeting in order to solicit additional proxies. Any adjournment may be held without the necessity of further notice. A Shareholder vote may be taken on one or more proposals prior to such adjournment if sufficient votes for its approval have been received and it is otherwise appropriate. Such vote will be considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal.

Method of Solicitation and Expenses

Your vote is being solicited by the Board of the Fund. The cost of soliciting proxies, including the costs related to the solicitation of Shareholders, printing, mailing and tabulation of proxies and the fees of the proxy soliciting agent, will be borne by the Fund. The Fund expects that the solicitation will be primarily by mail, but may also include telephone, electronic or other means of communication. If the Fund does not receive your proxy by a certain time, you may receive a telephone call from the proxy soliciting agent asking you to vote.

The Fund does not reimburse Trustees and officers of the Fund, or regular employees and agents of the Adviser, for any involvement in the solicitation of proxies. The Fund does not expect to utilize the services of a third-party solicitor; however, Okapi Partners LLC will serve as the proxy tabulator; such services are estimated to be $7,500 plus expenses.

Procedures for Shareholder Communications with the Board

Shareholders may send communications to the Board of the Fund. Shareholders should send communications intended for the Board by addressing the communication directly to the Board (or individual Trustee(s)) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Trustee(s)) and by sending the communication to the Fund's address for the Trustee(s) at c/o Variant Alternative Lending Fund, 235 W. Galena Street, Milwaukee, WI 53212. Other Shareholder communications received by the Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management's discretion based on the matters contained therein.

Other Business

While the Meeting has been called to transact any business that may properly come before it, the only matters that the Board intends to present is the matter stated in the attached Notice of the Meeting of Shareholders. However, if any additional matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, it is the intention of the persons named in the proxy to vote the proxy in accordance with their judgment on such matters unless instructed to the contrary.

October 14, 2025

PART 4
OTHER MATTERS

Proxy Statement Delivery

"Householding" is the term used to describe the practice of delivering one copy of a document to a household of Shareholders instead of delivering one copy of a document to each Shareholder in the household. Shareholders of the Fund who share a common address and who have not opted out of the householding process should receive a single copy of the Proxy Statement together with the proxy card. If you received more than one copy of the Proxy Statement, you may elect to household in the future; if you received a single copy of the Proxy Statement, you may opt out of householding in the future; and you may, in any event, obtain an additional copy of this Proxy Statement by calling (877) 285-5990 or writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212. Copies of this Proxy Statement and the accompanying Notice of the Meeting are also available at the following website: www.OkapiVote.com/Variant.

Organization and Operation of the Fund

Variant Alternative Lending Fund (the "Fund") is a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company. The Fund was organized as a Delaware statutory trust on May 6, 2024 and commenced operations on November 1, 2024.

Variant Investments, LLC, located at 10200 SW Greenburg Road, Suite 760, Portland, OR 97223, serves as the investment adviser to of the Fund. UMB Fund Services, Inc. ("UMBFS"), located at 235 West Galena Street, Milwaukee, WI 53212, serves as the Fund's administrator and provides administrative services to assist with the Fund's operational needs, including performing all actions related to the issuance and repurchase of shares of the Fund. UMBFS also serves as the Fund's transfer agent and registrar. UMB Bank, n.a., located at 1010 Grand Blvd., Kansas City, MO 64106, serves as Fund's custodian. The Fund's custodian is an affiliate of UMBFS, which serves as the Fund's administrator. Distribution Services, LLC, located at Three Canal Plaza, Suite 100, Portland, ME 04101, serves as principal underwriter and distributor of the Fund.

Fiscal Year

The fiscal year-end of the Fund is April 30.

PROXY

PROXY

Variant Alternative Lending Fund

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 31, 2025

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the above-mentioned Fund (the "Fund") hereby appoints Joshua Deringer, Gwendolyn Williamson, Stacie Lamb and Nicholas J. Gronczewski, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of the Fund which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on October 31, 2025 at 3:00 p.m. Eastern Time, at the offices of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103, and at any or all adjournments or postponements thereof. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournments or postponements.

Receipt of the Notice of the Special Meeting and the accompanying Proxy Statement is hereby acknowledged. THIS PROXY CARD WILL BE VOTED AS INSTRUCTED. IF NO SPECIFICATION IS MADE AND THE PROXY CARD IS EXECUTED, THE PROXY CARD WILL BE VOTED "FOR" THE PROPOSAL SET FORTH ON THE REVERSE.

	CONTROL #:
	SHARES:
	Note: Please date and sign exactly as the name appears on this proxy card. When shares are held by joint owners/tenants, at least one holder should sign. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person.
	Signature(s) (Title(s), if applicable)
	Date

PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE

CONTINUED ON THE REVERSE SIDE

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

VOTE THIS PROXY CARD TODAY!

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE PROPOSAL

INSTRUCTIONS: TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

		FOR	AGAINST	ABSTAIN
1.	To approve the adoption of a fundamental policy for the Fund to conduct periodic repurchases of its outstanding shares, in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended.	☐	☐	☐

To transact any other business that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.

You may have received more than one proxy card due to multiple investments in the Fund.

PLEASE REMEMBER TO VOTE ALL OF YOUR PROXY CARDS!

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 31, 2025

THE PROXY STATEMENT AND THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR THIS MEETING

ARE AVAILABLE AT: WWW.OKAPIVOTE.COM/VARIANT