What happened to CARE11?
On August 3, 2026, a formal vote by unitholders authorized the fund's administrator (Mérito DTVM) and manager (Zion Gestão) to draft a Liquidation Plan for CARE11. In plain terms: investors gave the green light to start preparing the fund's closure. The actual plan hasn't been written yet — once drafted, it will go through a second vote before any action is taken.
CARE11 is the Brazilian Graveyard and Death Care Services FII (FII = Fundo de Investimento Imobiliário, the Brazilian equivalent of a REIT), the only publicly traded Brazilian fund with a pure death-care thesis covering cemeteries, crematoriums and funeral services. This vote marks a turning point: instead of trying to revive the fund's income potential, investors chose the path of selling off assets and distributing whatever is left.
The same vote also approved a governance package for the wind-down period: quarterly governance reports, the creation of a five-member Unitholder Committee (advisory only, no decision-making power), and the hiring of an independent auditor. None of these, however, set a timeline or a guaranteed payout amount — both remain open questions.
What is CARE11 — Brazil's only cemetery REIT
CARE11 was created to invest in death care, a sector that encompasses cemeteries, crematoriums and funeral services. It's widely considered a defensive niche — demand is predictable regardless of economic conditions — but one with almost no listed representation in Brazil. CARE11 is the only listed FII with this thesis.
In practice, the fund doesn't operate cemeteries directly. The largest portion of its assets is a minority stake in Cortel Holding, a private (unlisted) company in the sector. The fund also owns thousands of burial plots at a São Paulo cemetery and holds a portfolio of installment receivables. This is an unusual structure for a Brazilian REIT, and most of the current problems stem from it.
In February 2026, the fund completed a 5-for-1 reverse unit split, reducing the base from roughly 35.8 million units to about 7.2 million, and adjusting the NAV/unit from roughly R$ 6.94 to R$ 34.61. The split doesn't change any investor's total exposure — only the per-unit figures. This is why two P/NAV ratios appear in market data: ~0.09 on the new basis and ~0.44 on the old one.
What's inside the fund
CARE11's net asset value is concentrated in three blocks. The largest — and most problematic — is the Cortel stake:
| Asset | Appraised value | % of NAV | Nature |
|---|---|---|---|
| Cortel Holding (3,472,932 common shares) | R$ 157.6 M | ~63% | Minority stake in a private company — illiquid |
| Morumby Cemetery burial plots (3,080 units) | R$ 70.1 M | ~28% | Sold one by one — slow process |
| Installment receivables (through 2032, 1%/month) | R$ 17.9 M | ~7% | Contracted cash flow spread over years |
What is an illiquid asset? It's an asset that can't be sold quickly at a guaranteed price. A listed stock is liquid — you can sell it today at the quoted price. A minority stake in a private company like Cortel has no ready buyer. You need to find someone willing to acquire that specific block, negotiate terms, and close a deal — a process that can take months or years.
Appraised value is not the same as sale price. The R$ 157.6 million figure for Cortel comes from an independent appraisal (by UHY Bendoraytes). An appraisal estimates what the asset is worth under normal conditions. In an actual sale — especially a minority stake with no controlling power, under potential time pressure to close the fund — buyers typically demand a discount. That discount is called a haircut. How large a haircut buyers would require for Cortel's stake is impossible to determine today.
Why the fund hasn't paid dividends in five years
CARE11 has distributed no income since September 2021 — more than 56 consecutive months. The root cause is structural: the Cortel stake, representing roughly 63% of NAV, generates no cash that flows to the fund. As a minority shareholder in a private company, CARE11 can only monetize this position if Cortel pays dividends or if the fund sells the shares — and neither has happened at any meaningful scale.
The financial results mirror this: the fund posted a loss of R$ 1.42 million in 2025 and R$ 477,000 in the first quarter of 2026. With no distributable cash income, there's nothing to pay out.
There was once a plan to unlock this value: an IPO of Cortel, which had been mandated to XP in 2021. If Cortel had gone public, its shares would have had a market price and liquidity, allowing CARE11 to sell them. The IPO was cancelled. Without it, the Cortel stake remained a large number on the books but frozen in practice.
The period was also marked by a contentious administrator change: the fund's administration was transferred from Trustee to Mérito DTVM in July 2025 under difficult circumstances — the outgoing administrator withheld documents, delaying the transition and access to key information.
What changes now with the liquidation plan
The August 3 approval is the first step in a multi-stage process. Nothing happens immediately:
1) Drafting the plan. Mérito DTVM and Zion Gestão will write the Liquidation Plan — a document specifying how each asset will be sold, in what sequence, and how proceeds will be distributed to unitholders.
2) Second vote. The completed plan goes back to unitholders for a second formal vote. Only after this approval can execution begin. Investors will have one more opportunity to weigh in before any asset sales start.
3) Execution. Once the plan is approved, the fund begins selling Cortel shares, burial plots and receivables and distributing the proceeds. This phase could extend over a significant period, given the illiquid nature of the assets.
To oversee this process, three governance mechanisms were approved: an advisory Unitholder Committee (5 members who can make recommendations but not decisions), an independent audit, and quarterly governance reports. These are transparency tools, not decision-making instruments.
What unitholders may receive — and when
This is the key question, and the honest answer is that no one knows yet.
Timeline and payout are unknown. The Liquidation Plan has not been written. There is no set date for the return of funds and no defined per-unit amount. Any figure circulating before the plan is released and voted on is speculation, not fact.
What does exist today is the appraised NAV: R$ 34.61 per unit, far above the current price of R$ 3.20 (hence the P/NAV of roughly 0.09). But as explained above, appraised NAV is an accounting reference — not the check unitholders receive.
The gap between these two figures reflects concrete realities. Roughly 63% of NAV is tied up in Cortel — a minority stake in a private company. In a block sale, without controlling power and potentially under time pressure, buyers will demand a discount. The burial plots (about 28% of NAV) are designed to be sold individually and slowly; selling 3,080 plots in a lump would require significant price concessions. The receivables (roughly 7%) represent contracted monthly cash flows through 2032, making them the most predictable piece.
Add to this the ownership concentration: of 6,811 unitholders, those holding more than 50% of the units control 99.74% of voting power. Key decisions in the wind-down will be heavily influenced by this concentrated bloc.
The outcomes range from a relatively orderly liquidation — if buyers for Cortel and the burial plots emerge on reasonable terms — to a prolonged process lasting several years, with larger haircuts on the appraised values. Which scenario plays out, and at what price per unit, will only become clear once the Liquidation Plan is published and executed.
What to watch
- Publication of the Liquidation Plan — the document laying out the asset sale sequence, timeline and distribution mechanism, to be drafted by Mérito DTVM and Zion Gestão.
- Second formal vote — the unitholder vote that will approve (or reject) the plan before execution begins.
- Quarterly governance reports — which should cover asset sale progress, available cash and the activities of the Unitholder Committee.
- News about Cortel — any progress on selling the stake, dividend payments from Cortel to the fund, or a renewed IPO attempt would directly affect the fund's largest holding.
For updated NAV, asset details and price data, see the full CARE11 analysis.
