Current photo: May 2026

The mechanism: how re-evaluation became collection

The performance rate of the MCLO11, described in the regulation, is a clause that looks at the PL of the fund, calculates the total growth in 12 months (distributed income + equity variation) and compares with a hurdle: IPCA + 9% per year. . Everything that exceeds this hurdle is divided — 20% for fund manager, 80% goes back to the bottom (and theoretically pro unitholder). It is the classic structure of FIIs with active management, but with a detail that few unit holders read in prospectus: the basis of calculation includes the property variation of the real estateNot just the cash result. In other words, if Colliers understands that a shed is worth more, accounting gain enters the performance fee account as if it were effective profitability.

The mathematics of 2025 was like this, in broad traces:

The critical point is not the absolute number of the rate — it is the nature of the trigger. . The surplus was generated by a non-realized asset variation (a cap rate tightening in the Colliers report), and not by sale of property, dividend received, FII interest of accessory paper or any other component box. The fund didn't have that money in cash when the supply was made. He had to drain the reserve, cut the recurring DPS and wait for the operational cashier to reset — to pay a calculated fee on a gain that exists only in spreadsheet.

That's technically legal and it's written in regulation. But it's exactly the kind of mechanism that makes the difference between active management extracting alpha (perf fee only on realised gain) and management that charges prize on market movement (perf fee on accounting revaluation). MCLO11 is, by design, in the second group.

Cap rate fell — and the rate became recurring

The detail that makes the case especially uncomfortable is that the performance fee trigger is not fund manager alpha. . Mauá Capital did not make special origination, did not achieve better contractual conditions than the market, did not divest at the right time. What happened was that... the premium logistics fund cap rate in São Paulo squeezed 9,0-ZQ1ZQX for 8,5-9,0% between January and December 2025 — movement that follows Selic's expectation of falling (designed for 11% by the end of 2026 by the BCB's Focus Bulletin). Cap rate lower = real estate is worth more. Real estate is worth more = VP of the bottom goes up. VP rises above IPCA+9% = performance fee shoots.

In a cycle of interest tightening (Selic rising), the movement is the opposite: cap rate widens, immobile is reassessed down, VP falls, and performance fee is away from the hurdle. The asymmetrical detail is that accounting loss in adverse cycle does not return performance fee paid in favorable cycle. . The Regulation provides for high water mark to avoid double charge on the same gain, but the 2025 gain has already been materialized for Mauá Capital. If Colliers partially reverses the report in 2026 or 2027, the unit holder absorbs the fall of the PV — the fund manager does not return.

The time line of the event

How other logistics FIIs charge performance fee

The point that separates MCLO11 from the most consecrated pairs is not the existence of the rate itself — it is the drawing of her. . Performance fee is common practice in the actively managed brick FII segment, but the trigger varies a lot. The table below organizes the mechanisms of the main logistical IFIs:

Background	Management fee	Performance fee	When it goes off
MCLO11 (Mauá Capital Logistics)	1,14% a.a.	20% s/ IPCA+9% PL	Annual mechanics on asset variation (including non-realised revaluation)
BTLG11 (BTG Logistics)	0,90% a.a.	20% s/ IPCA+6%	Lower Hurdle (IPCA+6%), but similar collection structure on asset variation
HGLG11 (CSHG Logistics)	0,80% a.a.	There isn't.	No performance rate — remunerated management by the administration rate only
GGRC11 (GGR Covepi Income)	0,72% a.a.	There isn't.	No performance rate — sprayed profile of retail tenants
BRCO11 (Stock Logistics)	0,95% a.a.	20% s/ IPCA+6%	Structure similar to BTLG, Hurdle IPCA+6%; history of charges smaller than MCLO11

Two readings come out of this comparison. The first is that the Hurdle IPCA+9% MCLO11 is the highest segment — in theory, it is in favour of the unit holder, because it only charges on what exceeds a more aggressive benchmark. The second, which is the detail that matters, is that the high hurdle does not protect against the annual revaluation mechanical trigger. . In tightening cap rate cycle, IPCA+9% is easily reached — because the equity variation alone can deliver 15-25% in a year (that's what happened in 2025). Funds without performance fee (HGLG11, GGRC11) do not pay the fund manager anything about this unrealized gain, and the investor captures 100% from the upperside via VP.

For the investor who understands this mechanics, the 29% equity discount of MCLO11 (P/VP 0,71) makes more sense than it seems at first sight: the market is discounting the present value of the next performance fee before it happens.

78% in Casas Bahia + 64% in 1 unit — the other side of the equation

Performance fee is the event of the quarter, but it is not MCLO11 risk number 1. Risk number 1 is the brutal concentration in Casas Bahia. . Three of the four sheds — Jundiaí (43,3% of revenue), Duque de Caxias (29,4%) and Ribeirão Preto (5,4%) — add up 78% of the fund revenue in a single tenant. . And this tenant is the Casas Bahia Group (BHIA3), who exited extrajudicial recovery process approved in April 2024 with R$ 4,1 billions of restructured debt and payment schedule that scale of R$ 150 mi/year in 2026 for R$ 2,58 billions in 2030.

Currently Casas Bahia pays in day the 3 rental contracts — default 0% in real estate MCLO11. But the aggressive schedule of restructuring payments increases the retailer’s vulnerability to any sector shock (consumption drop, high interest, online competition). Any request for rent review, prolonged delay or partial termination of contract simultaneously commits 78% of FII revenue. The sale-leaseback of January/2025 signals that the retailer needs these distribution centers operationally — it is not an easy return scenario. But it is a scenario where downright contractual renegotiation is technically possible.

Add to this the inverted spray detail: 1 single unit holds 64% of units (80 million in one entity not identified in the Annual Report 2025), and 2 more unit holders concentrate other 12% and 7,7%. Three entities, 84% from the fund. In an IFI restricted to Qualified Investor with average daily liquidity of R$ 413 thousand, a coordinated exit from the anchor would strongly move the unit before the book absorbed. The combination of concentrated tenant + anchor unit + low liquidity turns MCLO11 into a binary vehicle: either continue to deliver R$ 0,07/quiet unit, or have severe simultaneous event on both ends.

For whom MCLO11 the R$ 9,73 still makes sense

Profile	MCLO11 to R$ 9,73?	Why?
Qualified Investor with positive conviction on operational recovery of Casas Bahia	Fractioned purchase	P/VP 0,71 offers equity discount and IPCA indexed DY 11%. Thesis is to bet the retailer honors contract for the next 36 months.
Who seeks discounted logistics FII for satellite position (≤ 3-ZQX0ZX from wallet)	Assess	It makes sense only as a minor position. For pure logistics thesis, BTLG11, HGLG11 or BRCO11 offer real diversification and cleaner risk profile.
Unqualified Investor	You can't buy	Fund restricted by regulation to Qualified Investor (R$ 1 mi+ in financial applications or specific certifications). Direct access is blocked.
Retired who needs predictable stable DPS	No, I don't.	Binary risk in single tenant + real possibility of new DPS cut via new performance fee make the flow incompatible with stable retirement income.
Who already has HGLG11, BTLG11 or BRCO11 in their wallet	Overlay	It is not sectoral diversification — it is pure sectorial exposure. In logistics B with concentrated tenant, it is directional trade on Casas Bahia, not strategic allocation.
Investor who cares about performance fee governance	Search pairs without perf fee	HGLG11 and GGRC11 deliver the logistics thesis without the mechanical trigger charge on reassessment. The total cost of the fund manager is significantly lower.

5 signs to follow in the next 90 days

1. Failure of Casas Bahia in the 3 contracts — any delay of more than 30 days in Jundiaí, Duque de Caxias or Ribeirão Preto simultaneously compromises 78% of the recipe. Follow through Structured Monthly Background Report.
2. Quarterly result of the Casas Bahia Group (BHIA3) — 2Q2026 and 3Q2026 are critical. If the retailer’s EBITDA deteriorates while the restructuring schedule of the scale, it opens the risk of a contractual review request.
3. Re-adjustment of annual IPCA contracts (jun-jul/2026) — first cycle of post-IPO adjustment. IPCA 12m at ~4,14% adds ~ZQX1ZX mi/year of revenue; it can raise sustainable DPS to ~R$ 0,003/unit/month. Little relief.
4. Next meeting of the Copom + Focus Bulletin — Selic designed for 11% until December/2026. If the cutting pace accelerates, cap rate logistics tightens more, and the probability of new performance fee in December rises.
5. Mauá signaling on new re-evaluation Colliers — Compulsory annual report closes in December/2026. Intermediate updates of the fund manager on cap rate direction (in presentations of results or releases) are the anticipated supply thermometer.

Revaluation is not cash. But the performance fee is. The unitholder paid in dividends what the fund earned in a spreadsheet — and the spreadsheet can come back.

Where to dig

• Full analysis of the MCLO11 (all indicators, portfolio, valuation, institutional dossier V3)
• KNCR11 — when 22% of the paper FII is in one company
• GGRC11 — acquisition of R$ 165 mi and logistics thesis without performance fee
• ALZR11 — zero vacancy but hidden risk CRIs
• See all FIIs analyzed

About the author

Article Author Edinei Bauer

Investor and founder of Rico to the Few.

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