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CORRESP
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CORRESP

 Simpson
Thacher & Bartlett LLP

 900 G STREET, NW

 WASHINGTON,
D.C. 20001

TELEPHONE:
+1-202-636-5500

 Direct Dial Number

(202) 636-5916

 E-mail Address

matthew.micklavzina@stblaw.com

 September 25, 2024

Via EDGAR

 Securities and
Exchange Commission

 Division of Investment Management

100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Lisa N. Larkin, Senior Counsel

Re:    HarbourVest Private Investments Fund

  Registration Statement on Form N-2

  File No. 333-280403

Ladies and Gentlemen:

On behalf of HarbourVest Private Investments Fund (the “Fund”), we hereby file with the staff (the
“Staff”) of the Division of Investment Management of the Securities and Exchange Commission (the “Commission”) the first pre-effective amendment to the draft 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”). The Registration
Statement includes revisions in response to the Staff’s comments received by email on July 18, 2024 relating to the Registration Statement and revisions to otherwise update disclosure.

For convenience of reference, the Staff’s comments have been reproduced herein. All capitalized terms used but not
defined in this letter have the meanings given to them in the Registration Statement. Where the Fund has revised disclosure in the Registration Statement in response to a comment, additions are underlined and deletions are
struck.

 PROSPECTUS

1.
 Staff Comment: Please tell us if 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 does not currently intend to present any “test the waters” materials to
potential investors in connection with its offering of Shares but may rely on Rule 433 or Rule 482 to present information outside of “test the waters” materials. If, in the future, the Fund determines to present any “test the
waters” materials, it will provide the Staff with copies of those materials.

 Cover Page

2.
 Staff Comment: Please tell us the status of the Fund’s intention to submit an application to the
SEC for an exemptive order to permit the Fund to offer multiple classes of Shares.

 Response: The
Fund intends to file an application for a multi-class exemptive order after the Commission grants the Adviser’s application for registration as an investment adviser under the Advisers Act following the Adviser’s filing of its initial Form
ADV.

3.
 Staff Comment: In the fifth paragraph, disclosure states, “Simultaneous with the commencement of
the Fund’s operations, a private investment vehicle managed by HarbourVest (the ‘Predecessor Fund’) with a portfolio of private investments (the ‘Seed Assets’) is expected to reorganize into the Fund (the
‘Reorganization’).”

●

 Please supplementally explain how the Reorganization is consistent with the requirements of section 17 and/or
rule 17a-8 of the 1940 Act and whether exemptive relief is required (e.g., are the Fund and Predecessor Fund affiliates?).

Response: The Predecessor Fund will generally invest in buyout and growth equity, and to a lesser extent, venture
capital, special situations, infrastructure and other private investments globally, whether structured as equity or credit. The Predecessor Fund intends to gain access to these private investments primarily through direct co-investments and continuation solutions (“Direct Investments”), complemented to a lesser extent by primary partnership investments (“Primary Partnership Investments”) and secondary transactions
(“Secondary Investments”). As a result, the Predecessor Fund maintains an investment objective, strategies and investment policies, guidelines and restrictions that are, in all material respects, equivalent to those of the Fund, as
described in the Registration Statement.

 Prior to the time the Fund receives the proceeds from its initial public
offering, the Adviser expects that the Predecessor Fund, if any, will reorganize with the Fund such that the assets of the Predecessor Fund become the assets of the Fund

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in a transaction conducted in reliance on the Guidestone Financial, et al., SEC Staff No-Action Letter (pub. avail. Dec. 27, 2006) (the “Guidestone
Letter”). Immediately following this reorganization, the Fund would commence investment operations. The Fund confirms that any such reorganization will be effected in accordance with the enumerated representations in the Guidestone Letter,
including the terms of paragraphs (b), (c), (d), (e), (f) and (g) of Rule 17a-7 under the 1940 Act and the provisions of Rule 17a-8 under the 1940 Act (as these
provisions apply to a reorganization involving an unregistered fund that is eligible to rely on Rule 17a-8 and a registered investment company). In addition, as contemplated by the conditions of the Guidestone
Letter:

1.

 the Fund will be a shell portfolio as of the time of the reorganization;

2.

 the assets of the Predecessor Fund will consist of securities or commitments to acquire securities that are
appropriate, in type and amount, for investment by the Fund in light of its investment objectives and policies;

3.

 the assets of the Predecessor Fund (the “Predecessor Fund Assets”) will transfer to the Fund in
exchange for Shares of the Fund having a net asset value equal to the net asset value of the Predecessor Fund Assets;

4.

 the Fund and the Predecessor Fund will have the same procedures for determining their net asset values and
will follow those procedures in determining the amount of Shares to be issued in the reorganization;

5.

 the transfer of the Predecessor Fund Assets to the Fund in exchange for Shares of the Fund will be effected
simultaneously with its commencement of its investment operations and prior to (or simultaneously with) the issuance of Shares of the Fund in connection with its initial public offering;

6.

 the Fund will comply with the recordkeeping requirements described in the Guidestone Letter;

7.

 the Adviser will, consistent with its fiduciary duties, disclose to the trustees of the Fund who are not
“interested persons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), the existence of, and all of the material facts relating to, any conflicts of interests between the Adviser and
the Fund with regard to the reorganization to facilitate the ability of the Independent Trustees to evaluate and approve the reorganization; and

8.

 The Adviser will bear the costs associated with the reorganization.

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 In response to the Staff’s comment, the Fund has revised the
above-referenced disclosure to clarify that the reorganization of the Predecessor Fund into the Fund is contingent on approval by the Board and the Predecessor Fund’s general partner and limited partners.

●

 The occasional use of “HarbourVest” is confusing. The prospectus defines HarbourVest Registered
Advisers L.P. as the “Adviser.” Please address.

 Response: The Fund has clarified the
relationship between HarbourVest in the Adviser in the Prospectus by disclosing earlier in the Prospectus that the Adviser is a subsidiary of HarbourVest. Further, the Fund has revised the disclosure to consistently refer to the investment firm
generally as “HarbourVest” and replace references to the “Firm” throughout for clarity. The Fund believes that the disclosure as revised accurately distinguishes between HarbourVest as an investment firm generally and the
Adviser, as a newly formed subsidiary of HarbourVest.

4.
 Staff Comment: On the second page, disclosure in bold font describes certain risks of investing in
the Fund. Please add a cross-reference to the prospectus discussion regarding the risks associated with the Fund, generally, and with a leveraged capital structure, specifically. See Item 1.1.j. of Form N-2.

 Response: The requested change has been made.

5.
 Staff Comment: On the second page, please revise the fifth bullet point to state, “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.”

 Response:
The Fund has revised the disclosure as follows. The Fund notes that only Class A Shares are expected to bear a sales load. The Fund notes that the Fund’s offering expenses are included as “Other Expenses” in the Fund’s fee
table and believes that separately disclosing offering expenses in the cover page bullet below is not required by Form N-2 and is potentially confusing to investors, particularly as the Fund is continuously
offered.

 An investor will pay a sales load of up to [ ]% for Class A Shares on the amounts it invests.
If an investor in Class A Shares pays the maximum aggregate [ ]% for sales load, the investor must experience a total return on its net investment of [ ]% for Class A Shares in order to recover these expenses.

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 Pages 1-2 – Principal Investment Strategies

6.
 Staff Comment: Disclosure refers to “continuation solutions” and “buyout and growth
equity.” Please define both terms using plain English.

 Response: The Fund has revised the
disclosure as follows:

 In pursuing its investment objective, the Fund intends to primarily invest directly or indirectly
in a broad portfolio of private investments across geographies, sectors, and stages. The Fund intends to gain access to private investments primarily through exposure to direct co-investments and continuation solutions (“Direct
Investments”), complemented to a lesser extent by primary partnership investments (“Primary Partnership Investments”) and secondary transactions (“Secondary Investments”). The Fund will generally invest in buyout (i.e., acquisitions of interests in, or “buy out” of existing investors in a company, often using a combination of equity and debt (leverage) to fund the purchase)
and growth equity (i.e., investments in companies seeking additional capital for growth or expansion), and to a lesser extent, venture capital, special situations, infrastructure and real assets (i.e., investments across renewable
energy, telecom, data, transportation, logistics, utilities, social, power, midstream, and related infrastructure sectors) and other private investments globally, whether structured as equity or
credit. The actual exposure of the Fund to any strategy or investment will be determined based upon market conditions and available investment opportunities and may vary over time. When used in this Prospectus, the term “invest” includes
both direct investing and indirect investing and the term “investments” includes both direct investments and indirect investments.

Direct Investments

The Fund’s Direct Investments include investments in the equity or debt of operating companies, including those held
directly or indirectly through special purpose vehicles, co-investment partnerships or other deal structuring vehicles controlled by the relevant unaffiliated
sponsor, including direct co-investments as well as single-asset or highly focused continuation solutions (any such direct or indirect investment deemed to be a direct investment by the Adviser, a “Direct Investment”). The Adviser seeks to invest in established or growing companies
that offer a differentiatedcompetitive product or service with management teams that have achieved prior success or demonstrate promise. The Adviser seeks to invest alongside managers who have demonstrated success in their investment strategies.

 Direct Investments are primarily
anticipated to include direct co-investments where a third party lead sponsor is the party primarily responsible for managing the portfolio company and has sought
co-investment from third parties for one or more of the following reasons, including (i) bridging a funding gap for
acquiring the company, (ii) leading a new round of financing for the company, or (iii) developing deeper relationships with investors by providing direct investment access.

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The Fund intends to offer investors an
opportunity to participate in continuation solutions in private equity-backed assets. Direct Investments also include private equity continuation solutions transactions comprising a single company or multi-asset portfolio where there is continuing ownership and governance from
existing sponsor(s) in select asset(s)a newly formed fund that will
have exposure to primarily one or two assets. These continuation solutions are transactions that provide existing investors in private funds with the option, but not the obligation, to take liquidity from the sale of one or more portfolio companies
through a newly formed investment fund (i.e., a continuation fund) that continues to be managed by the existing general partner of the private fund, or to maintain their exposure to the portfolio company(ies) by rolling their capital into the newly
formed continuation fund. Examples include, but are not limited to, single-asset (i.e., investment vehicles
intended to hold a single private investment) or highly focused (i.e., investment vehicles where one or two private investments represent at least 85% of projected proceeds, excluding proceeds from future fundings of uncalled capital
commitments) continuation vehicles, multi-asset GP-led transactions, minority equity recapitalizations (i.e., transactions where a sponsor sells a minority equity stake in a private investment to an
investor), and preferred equity recapitalizations (i.e., transactions where a sponsor sells preferred equity in
a private investment to an investor).

 With HarbourVest’s over 40 years of experience, the The Fund intends to continue capitalizing on the growing market opportunity by seekingbelieves that HarbourVest, as a leading global private markets manager, is well positioned to utilize its extensive network of long-standing relationships in the private markets
community, and to leverage the sourcing, underwriting, structuring, and execution capabilities of HarbourVest’s established global private investments platform, to provide access to Direct Investments alongside established fund managers. The Fund believes HarbourVest offers a
differentiated solution in the market to private equity sponsor relationships, utilizing the collective strengths of HarbourVest’s Direct Investment and Secondary Investment platforms to provide a flexible array of transaction structuring
solutions to best meet the situation-specific objectives for a sponsor and/or portfolio company. The Fund believes that HarbourVest’s experience, global
platform, and proven processes should enable the portfolio to generate compelling returns for investors.

Page 2 – Direct Investments

7.
 Staff Comment: In the first paragraph, disclosure refers to the Fund’s use of “special
purpose vehicles, co-investment partnerships or other deal structuring vehicles, including continuation solutions (any such direct or indirect investment deemed to be a direct investment by the Adviser, a
‘Direct Investment’).”

 6

●

 Please add disclosure to the principal investment strategies section of the summary and the main prospectus
regarding the use of such vehicles, including how they are structured (e.g. are they wholly-owned and controlled or minority interests in unaffiliated vehicles), and whether they will involve affiliates of the Fund or Adviser.

Response: The Fund respectfully directs the Staff to the revised disclosure provided in response to Staff Comment #6.

●

 Please supplementally explain how the Adviser deems an indirect investment to be a direct investment.

 Response: The Fund respectfully notes that the defined term “Direct Investment” is
intended as a plain English term to refer to investments with exposure to primarily one