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or to the AlphaKeys Fund. Further, under the LLC Agreement (as defined below), the Members of the AlphaKeys Fund appoint UBS Fund Advisor, L.L.C. ("UBSFA") as Member Designee (as defined in the LLC Agreement). The Administrator is a direct, wholly owned subsidiary of UBS Americas, which, in turn, is a

ntended for long-term investors who can accept the significant risks associated with investing in illiquid assets. Accordingly, an investment in the AlphaKeys Fund should only be considered by persons who can afford a loss of their entire investment and Members should maintain sufficient liquid assets to

WHEREAS, the Fund was formed under the Act pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware, with UBSFA as the initial Member of the Fund (the "Initial Member")• and WHEREAS, the parties hereto wish to effect the following: (a) the admission of the Me

age Intentionally left blank) ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00002021 EFTA00237652 Appendix B Limited Liability Company Agreement of AlphaKeys European Real Estate Opportunities Fund II, L.L.C. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00002022 EFTA00237653 ALPHAKEYS EUROPEAN REAL ESTA

t revoke, in whole or in part, any previous power of attorney entered executed by a Member; provided however that this power of attorney granted to UBSFA in its capacity as Administrator or Member Designee, or to any Qualified Replacement shall terminate upon their resignation or removal in accordance

aKeys Funds UBS Funds Disclosure Statement under Rule 506(d) This brochure provides information about certain disciplinary matters relating to the AlphaKeys Funds and the UBS Funds (collectively, the Funds), our parent company UBS AG, UBS Fund Advisor LLC (the Funds' Member Designee, Managing Member or