XP Real Estate Fund

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Offering Details

Flexible Exit. Powerful Opportunity. Investments in this offering require a minimum 24-month hold period, ensuring long-term alignment and value creation. Full redemption terms are outlined in the Private Placement Memorandum (PPM). However, after just 12 months, investors may have the opportunity to sell their interests on the XChange Place Platform, assuming market liquidity exists. This potential for early exit—combined with access to exclusive alternative assets—makes this offering both strategic and dynamic. Be sure to review the Redemption Policy in the PPM and understand the risks associated with liquidity and resale.

Offering Overview

This Private Placement Memorandum (“PPM”) outlines a unique opportunity to invest in XChange Place Real Estate Fund LP, a Delaware limited partnership (the “Partnership”). The Offering consists of Class A limited partnership interests (the “Interests”), available on a best-efforts basis and offered directly by the Partnership. This Offering is conducted pursuant to Rule 506(c) of Regulation D and is open exclusively to Accredited Investors, as defined in Rule 501(a) of the Securities Act of 1933, as amended. Through this Offering, investors will gain exposure to a curated portfolio of real estate investments made accessible via XChange Place’s next-generation platform. The platform leverages fractional ownership technology to democratize access to premium real estate opportunities that were traditionally available only to institutions and ultra-high-net-worth individuals. The Interests are being offered in reliance on Section 4(a)(2) of the Securities Act and Rule 506(c), exempting the Offering from registration. No commissions or sales compensation will be paid to any officers or directors of the Partnership, as described in the “Plan of Distribution” section of the PPM. As used throughout this document, “XChange Place Real Estate Fund LP,” “we,” “us,” “our,” and “the Partnership” refer to the issuing entity.

Earnings and Distributions

Profits will primarily be generated through the sale of real estate properties. Rather than being immediately distributed, capital gains will be reinvested into the Fund to acquire additional high-potential properties—compounding value and supporting long-term portfolio growth. This reinvestment strategy is designed to maximize returns and build sustainable asset appreciation over time.

Trading Restrictions (may apply)

The Interests will be restricted as to transferability under state and federal laws. The Interests will be “restricted securities” under the Securities Act. As “restricted securities,” an investor may not dispose or 11 otherwise sell them without registration under the Securities Act and any applicable state securities laws unless exemptions from registrations are available. Moreover, in the event an investor desires to sell or otherwise dispose of any of the Interests prior to the expiration of 12 months after such Interests were acquired, the investor will be required to furnish us with an opinion of counsel acceptable to us that the transfer would not violate the registration requirements of the Securities Act or applicable state securities laws. Any ledger or register evidencing ownership of the Interests will bear an annotation stating that the securities have not been registered under the Securities Act and state securities laws and referring to the restrictions on transferability and sale of the securities. In addition, our records concerning the securities will include “stop transfer notations” with respect to such Interests.

Security Type

Fund

Offering Type

Reg D

Launch Date

August 16, 2025

Total Offering Value

$50,000,000

Holder Limit

1,999

Min. Investment

$25,000

XP Real Estate Fund

Est. Price Per unit

^$5,000

Disclaimers

The Interests are highly speculative and involve a high degree of risk. Prospective investors should carefully review the “Risk Factors” included in this PPM.