Exhibit 99.CODEETH
First Trust Private Asset Fund
CODE OF ETHICS
Adopted Under Rule 17j-1
While affirming its confidence in the integrity and good faith of all of its officers and directors, The First Trust Privat Asset Fund (the “Fund”), recognizes that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions, which may be possessed by certain of its officers, employees, and directors could place such individuals, if they engage in personal transactions in Securities which are eligible for investment by the Fund, in a position where their personal interests may conflict with that of the Fund.
In view of the foregoing and of the prohibitions of Rule 17j-1(b) under the Investment Company Act of 1940 (the
“1940 Act”), the Fund has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.
| I. | Statement of General Principles. |
In recognition of the Fund and confidence placed in the Fund by its shareholders, and to give effect to the Fund’s belief that its operations should be directed to the benefit of its shareholders, the Fund hereby adopts the following general principles to guide the actions of its directors, officers, and employees.
| (1) | The interests of the Fund’s shareholders are paramount, and all of the Fund’s personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own. |
| (2) | All personal transactions in Securities by the Fund’s personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Fund and its shareholders. |
| (3) | All of the Fund’s personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Fund, or that otherwise bring into question the person’s independence or judgment. |
| II. | Definitions. |
(1) “Access Person” means (i) each officer of the Fund or its Adviser, (ii) each employee of the Fund or its Adviser (or of any company in a Control relationship to the Fund) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the Purchase or Sale of a Security by the Fund or any series thereof, or whose functions relate to the making of any recommendations with respect to such purchases or sales, (iii) any natural person in a Control relationship to the Fund or its Adviser who obtains information concerning recommendations made to or by the Fund with respect to the Purchase or Sale of a Security, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (iv) each director, officer or general partner of any principal underwriter for the Fund, but only where such person in the ordinary course either makes, participates in, or obtains information regarding the Purchase or Sale of Securities, or whose functions relate to the making of recommendations regarding Securities; and (v) any natural person in a Control relationship with a Security or any of the Securities’ Advisers who obtain information concerning recommendations made with regard to the Purchase or Sale of a Security.
(2) “Beneficial Ownership” means beneficial ownership as determined under Section 16 of the Securities Exchange Act of 1934. A person is generally the beneficial owner of Securities in which he or she has a direct or indirect pecuniary interest. In addition, a person is the beneficial owner of Securities held by his or her spouse, his or her minor children, a relative who shares his or her home, or other persons by reason of any contract, arrangement, understanding, or relationship that provide him or her with sole or shared voting or investment power.
(3) “Control” means control as set forth in Section 2(a)(9) of the Investment Company Act of 1940. Control is the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting Securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.
(4) “Independent Director” means a Director of the Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.
(5) “Initial Public Offering” (“IPO”) means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section
| 13 | or Section 15(d) of the Securities Exchange Act of 1934. |
(6) “Portfolio Manager” means an individual, employed with the Adviser, who is involved in making the Purchase or Sale decisions of Securities on behalf of the fund.
| (7) | “Private Placement” means an offering that is exempt from registration under the Securities Act of |
1933 pursuant to Section 4(2), Section 4(6), or Rules 504, 505, or 506 thereof.
(8) “Special Purpose Investment Personnel” means each Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of the Fund is discussed or carried on), obtains contemporaneous information regarding the Purchase or Sale of a Security by the Fund. Access Persons meeting this definition are Special Purpose Investment Personnel only with respect to those Securities as to which the Access Person obtains contemporaneous information.
| (9) | “Purchase or Sale of a Security” includes, among other things, the writing of an option to purchase |
or sell a Security.
(10) “Review Officer” means the officer of the Fund or the Adviser designated from time to time to receive and review reports of purchases and sales by Access Persons. It is recognized that a different Review Officer may be designated with respect to the Fund and Adviser.
(11) “Security” means security as set forth in Section 2(a)(36) of the Investment Company Act of 1940, except that it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, shares issued by a registered, open-end mutual Fund (other than exchange-traded Fund), and high quality short-term debt instruments, including repurchase agreements.
(12) A Security “held or to be acquired” by the Fund means (A) any Security which, within the most recent 15 days, (i) is or has been held by the Fund thereof, or (ii) is being or has been considered by the Fund’s Adviser for purchase by the Fund; (B) and any option to purchase or sell and any Security convertible into or exchangeable for any Security described in (A) above.
(13) A Security is “being purchased or sold” by the Fund from the time when a Purchase or Sale program has been communicated to the person who places the buy and sell orders for the Fund until the time when such program has been fully completed or terminated.
| III. | Prohibited Purchases and Sales of Securities. |
| (1) | No Access Person shall, in connection with the Purchase or Sale, directly or indirectly, of a Security held or to be acquired by the Fund: |
| (A) | employ any device, scheme, or artifice to defraud the Fund; |
| (B) | make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
| (C) | engage in any act, practice, or course of business which would operate as a fraud or deceit upon the Fund; or |
| (D) | engage in any manipulative practice with respect to the Fund. |
| (2) | No Portfolio Manager may purchase or sell, directly or indirectly, any Security as to which such person is a Portfolio Manager in which he or she had (or by reason of such transaction acquires) any Beneficial Ownership at any time within seven calendar days before or after the time that the same (or a related) Security is being purchased or sold by the Fund. |
| (3) | No Special Purpose Investment Personnel may profit in the purchase and sale of a Security as to which he or she is a Special Purpose Investment Personnel within 60 days of acquiring or selling Beneficial Ownership of that Security. |
| IV. | Additional Restrictions and Requirements |
| (1) | Pre-approval of Private Placements & IPOs – Special Purpose Investment Personnel must obtain approval from the Review Officer before acquiring Beneficial Ownership of any Securities offered in connection with an IPO or a Private Placement. |
| (2) | Special Purpose Investment Personnel may not purchase IPOs. |
| (3) | No Access Person shall accept or receive any gift of more than de minimis value from any person or entity that does business with or on behalf of the Fund. |
| (4) | Each Access Person (other than the Fund’s independent directors and its directors and officers who are not currently affiliated with or employed by the Fund’s Adviser or principal underwriter) who is not required to provide such information under the terms of a code of ethics described in Section VII hereof must provide to the Review Officer a complete listing of all Securities owned by such person as of the end of a calendar quarter. The initial listing must be submitted no later than ten days of the date upon which such person first becomes an Access Person of the Fund, and each update thereafter must be provided no later than 30 days after the start of the subsequent year. |
| V. | Reporting Obligations. |
| (1) | Each Access Person (other than the Fund’s independent directors) shall report all transactions in Securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership. Reports shall be filed with the Review Officer quarterly. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal Securities transactions to an officer designated to receive his or her reports (“Alternate Review Officer”), who shall act in all respects in the manner prescribed herein for the Review Officer. |
| (2) | Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: |
| (A) | The date of the transaction, the title and the number of shares or the principal amount of each Security involved; |
| (B) | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
| (C) | The price at which the transaction was effected; |
| (D) | The name of the broker, dealer, or bank with or through whom the transaction was effected; and |
| (E) | The date the report was submitted by the Access Person. |
| (3) | In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated. |
| (4) | An Access Person who would otherwise be required to report his or her transactions under this Code shall not be required to file reports pursuant to this Section V where such person is required to file reports pursuant to a code of ethics described in Section VII hereof. |
| (5) | An Independent Director shall report transactions in Securities only if such Director knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a Manager, should have known, that during the 15-day period immediately preceding or following the date of the transaction, such Security was purchased or sold, or was being considered for Purchase or Sale, by the Fund. (The “should have known” standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting the Fund’s investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Fund’s portfolio holdings, market considerations, or the Fund’s investment policies, objectives, and restrictions.) |
| (6) | Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates. |
| (7) | Each Independent Director shall report the name of any publicly owned company (or any company anticipating a public offering of its equity Securities) and the total number of its shares Beneficially Owned by him or her if such total ownership is more than ½ of 1% of the company’s outstanding shares. Such report shall be made promptly after the date on which such Director’s ownership interest equaled or exceeded ½ of 1%. |
| VI. | Review and Enforcement. |
| (1) | The Review Officer shall compare all reported personal Securities transactions with completed portfolio transactions of the Fund and a list of Securities being considered for Purchase or Sale by the Fund’s Adviser to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material. |
| (2) | If the Review Officer determines that a violation of this Code may have occurred, he or she shall submit his or her written determination, together with the confidential monthly report and any additional explanatory material provided by the individual, to the President of the Fund and outside counsel, who shall make an independent determination as to whether a violation has occurred. |
| (3) | If the President and outside counsel find that a violation has occurred, the President shall impose upon the individual such sanctions as he or she deems appropriate and shall report the violation and the sanction imposed to the Board of Directors of the Fund. |
| (4) | No person shall participate in a determination of whether he or she has committed a violation of this Code or of the imposition of any sanction against himself or herself. If a Securities transaction of the President is under consideration, any Vice President shall act in all respects in the manner prescribed herein for the President. |
| VII. | Adviser’s, Principal Underwriter’s, Platform Manager’s and Administrator’s Code of Ethics. |
The Adviser and Principal Underwriter (where applicable) of the Fund shall:
| (1) | Submit to the Board of Directors of the Fund a copy of its code of ethics adopted pursuant to Rule 17j-1; |
| (2) | Promptly report to the Fund in writing any material amendments to such code of ethics; |
| (3) | Promptly furnish to the Fund upon request copies of any reports made pursuant to such code by any person who is an Access Person as to the Fund; and |
| (4) | Shall immediately furnish to the Fund, without request, all material information regarding any violation of such code by any person who is an Access Person as to the Fund. |
The Platform Manager and Administrator of the Fund shall:
| (1) | Submit to the Review Officer a copy of its code of ethics adopted pursuant to Rule 17j-1; |
| (2) | Promptly report to the Review Officer in writing any material amendments to such code of ethics; |
| (3) | Promptly furnish to the Review Officer upon request copies of any reports made pursuant to such code by any person who is an Access Person as to the Fund; and |
| (4) | Shall immediately furnish to the Review Officer, without request, all material information regarding any violation of such code by any person who is an Access Person as to the Fund. |
| VIII. | Annual Written Report to the Board. |
At least once a year, the Review Officer shall provide the Board of Directors a written report that includes:
| (1) | Issues Arising Under this Code. The report will describe any issues that arose during the previous year under this Code, including any material Code violations, and any resulting sanctions. |
| (2) | Certification. The report will certify to the Board of Directors that the Fund has adopted measures reasonably necessary to prevent its personnel from violating this Code currently and in the future. |
| IX. | Records. |
The Fund shall maintain records in the manner and to the extent set forth below, which records may be maintained under the conditions described in Rule 31a-2 under the 1940 Act and shall be available for examination by representatives of the Securities and Exchange Commission.
| (1) | A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; |
| (2) | A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs; |
| (3) | A copy of each report made by an Access Person pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and |
| (4) | A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place. |
| (5) | A copy of each annual report to the Board of Directors will be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and |
| (6) | A record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities in an IPO or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted. |
| X. | Miscellaneous |
| (1) | Confidentiality. All reports of Securities transactions and any other information filed with the Fund pursuant to this Code shall be treated as confidential. |
| (2) | Interpretation of Provisions. The Board of Directors may from time to time adopt such interpretations of this Code as it deems appropriate. |
| (3) | Periodic Review and Reporting. The Chief Compliance Officer of the Fund shall report to the Board of Directors at least annually as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code. |
February 2022
Exhibit O
First Trust Private Asset Fund
FINANCIAL OFFICER CODE OF ETHICS
Purposes of the Code
The reputation and integrity of First Trust Private Asset Fund (the “Fund”) are valuable assets that are vital to the Fund’s success. Each officer and employee of the Fund, including each of the Fund’s senior financial officers (“SFOs”), is responsible for conducting the Fund’s business in a manner that demonstrates a commitment to the highest standards of integrity. SFOs include the principal executive officer, the principal financial officer, comptroller (or principal accounting officer), and any person who performs a similar function. The Fund has adopted a Code of Ethics under Rule 17j-1 under the Investment Company Act of 1940. The Fund’s Rule 17j-1 Code is designed to prevent certain conflicts of interest that may arise when officers, employees, or trustees know about present or future Fund transactions, have the power to influence those transactions; and engage in securities transactions in their personal account(s).
The Fund has chosen to adopt a financial officer code of ethics for the purpose of promoting:
| · | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| · | Full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC, and in other public communications made by the Fund; |
| · | Compliance with applicable laws and governmental rules and regulations; |
| · | The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
| · | Accountability for adherence to the Code. |
This Code of Ethics should be read in conjunction with the Fund’s other policy statements, including its Rule 17j-1 Code and its Disclosure Controls and Procedures.
Principles for the Handling of Financial Information
The Fund has adopted the following principles to govern the manner in which SFOs perform their duties. Persons subject to these guidelines include the principal executive officer, the principal financial officer, comptroller (or principal accounting officer), and any Fund officer or employee who performs a similar function or who participates in the preparation of any part of the Fund’s financial statements. Specifically, persons subject to this Code shall:
| · | Act with honesty and integrity |
| · | Avoid actual or apparent conflicts of interest with the Fund in personal and professional relationships |
| · | Provide information to the Fund’s employees and service providers (Investment Manager, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable |
| · | Endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Fund’s periodic reports |
| · | Comply with the federal securities laws and other applicable laws and rules, such as the Internal Revenue Code |
| · | Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or subordinating independent judgment to another end |
| · | Respect the confidentiality of information acquired in the course of their work, except where disclosure is expressly permitted or is otherwise legally mandated |
| · | Record (or participate in the recording of) entries in the Fund’s books and records that are accurate |
| · | Refrain from using confidential information for personal advantage |
Violations of the Code
Any action that directly or indirectly contravenes one or more of the Principles outlined above shall be treated as a violation of this Code unless good cause for such apparent contravention is found to exist.
Dishonest or unethical conduct or conduct that is illegal will constitute a per se violation of this Code, regardless of whether this Code refers to that particular conduct.
A violation of this Code may result in disciplinary action, up to and including termination of employment. The Fund must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report as appropriate, non-criminal violations.
Enforcement of the Code
Violations
All persons subject to this Code who observe, learn of, or, in good faith, suspect a current or threatened violation of the Code must immediately report the violation in writing to the Compliance Officer, another member of the Fund’s senior management, or to the Audit Committee of the Board. An example of a possible Code violation is the preparation and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.
Disclosures
All persons subject to this Code shall file a letter (a “Disclosure Letter”) regarding any transaction or relationship that reasonably appears to involve an actual or apparent conflict of interest with the Fund within ten days of becoming aware of such transaction or relationship. A Disclosure Letter should be prepared regarding these transactions or relationships whether you are involved or have only observed the transaction or relationship. All Disclosure Letters shall be submitted to the Compliance Officer, or if it is not possible to disclose the matter to the Compliance Officer, then the Disclosure Letter shall be submitted to another member of the Fund’s senior management or to the Audit Committee of the Board.
An executive officer of the Fund or the Audit Committee will review all Disclosure Letters and determine whether further action is warranted. All determinations will be documented in writing and will be maintained by the Compliance Officer or other appropriate officers of the Fund.
Outside Service Providers
Because service providers to the Fund, such as the Administrator, outside accounting firm, and custodian, provide much of the work relating to the Fund’s financial statements, you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct. You should report these actions to the Compliance Officer even if you know, or think, that the service provider has its own code of ethics covering persons who are Fund SFOs or employees.
Non-Retaliation Policy
SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.
Annual Certification
SFOs will receive training on the contents and importance of this Code and related policies and the manner in which violations must be reported and how Disclosure Letters must be submitted. Each SFO will be asked to certify on an annual basis that he/she is in full compliance with the Code and any related policy statements.
Questions about the Code
The Fund’s Board of Trustees has designated Bernadette Murphy to be the Compliance Officer for purposes of implementing and administering this Code. Any questions about this Code should be directed to the Compliance Officer.
Effective: December 2022
