Exhibit (k)(2)

 

Expense Limitation Agreement

 

August 25, 2025

 

IDA Private Access Fund

2792 Gateway Road

Carlsbad, CA 92009

 

Dear Board Members:

 

You have engaged us to act as the investment adviser to the IDA Private Access Fund (the “Trust” or the “Fund”), pursuant to an Investment Advisory Agreement dated as of August 25, 2025 (“Advisory Agreement”).

 

Commencing with the beginning of the term of the Advisory Agreement until at least July 31, 2027, subject to the consideration and approval of the Advisory Agreement by the Trust’s Board of Trustees (the “Board”), we agree to waive management fees and/or reimburse the Fund for expenses the Fund incurs, but only to the extent necessary to maintain the Fund’s total annual operating expenses after fee waivers and/or reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) at the levels set forth in Appendix A attached hereto.

 

Additionally, the Expense Limitation Agreement shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by Intelligence Driven Advisers, LLC (the “Adviser”). Furthermore, the Expense Limitation Agreement may not be terminated by the Adviser, but may be terminated by the Board, on written notice to the Adviser. The Expense Limitation Agreement will automatically terminate with respect to the Fund if the Advisory Agreement for the Fund is terminated with such termination effective upon the effective date of the Advisory Agreement’s termination for the Fund (except that the Adviser shall maintain its right to repayment if the termination of Advisory Agreement is caused by a change in control of the Adviser). This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

 

Any waiver or reimbursement by us is subject to repayment by the Fund provided the Adviser continues to serve as investment adviser to the Fund and subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable not more than three years from the date in which they were incurred; and (2) the reimbursement may not be made if it would cause the lesser of the Expense Limitation in place at the time of waiver or at the time of reimbursement to be exceeded.

 

 

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

 

 

 

 

Yours Very Truly,

 

Intelligence Driven Advisers, LLC

 

By: /s/ Jason Labrum  
Name: Jason Labrum  
Title: CEO & Founder  

 

ACCEPTANCE:

 

The foregoing Agreement is hereby accepted.

 

IDA Private Access Fund

 

By: /s/ Jason Labrum  
Name: Jason Labrum  
Title: President and Principal Executive Officer  

 

2

 

 

Appendix A

 

Fund Percentage of
Average Daily
Net Assets
attributable to
that class
IDA Private Access Fund  
Class I 2.00%

 

A-1