What Happened to KISU11 and SNFF11?
Today, October 13, 2026, is the final trading day for the real estate funds KISU11 and SNFF11; after the market close, units will be frozen. Both funds are converting into units of SNME11, to be delivered on November 24. The official conversion ratio will be released on November 17, with estimates pointing to approximately 0.755 SNME11 units per KISU11 unit and approximately 8.30 per SNFF11 unit.
KISU11 (formerly Kilima, now managed by Suno) and SNFF11 are fund-of-funds—Brazilian real estate funds (FIIs) that invest in units of other FIIs rather than directly in physical properties or debt securities. Both are being liquidated: each will use its portfolio to subscribe to units in the 3rd public offering of Suno Multiestratégia (SNME11) and distribute those units to its unitholders upon liquidation. The KISU11 merger was approved at a unitholders' meeting that concluded on May 18, 2026 (with a 35.93% quorum and 30.54% approval among total units); the SNFF11 merger was approved at meetings held between October and November 2025.
Material facts filed on September 28 revised the timeline previously announced in September: the delivery date for SNME11 units moved from November 23 to November 24, and the conversion ratio announcement shifted from November 18 to November 17. Previous articles covering the end of KISU11 and the end of SNFF11 trading reflect the earlier dates; please refer to the table below for the current schedule.
What Is the Complete Timeline?
KISU11 and SNFF11 follow the exact same calendar. The record date—the day that determines who is entitled to receive the new units—is today.
| Date | Event | What It Means |
|---|---|---|
| 10/13 | Final trading day and record date | Investors holding units at market close enter the conversion; trading and transfers halt afterward |
| 10/16 to 11/16 | Submission of average acquisition cost | Handled via the BTG Pactual Investor Portal (the fund administrator); submitted data cannot be changed |
| 11/17 | Conversion ratio and cash amortization value | Official number of SNME11 units per old unit |
| 11/18 | Event record date | Reference date for liquidation |
| 11/24 | Delivery of SNME11 units | Units appear in brokerage custody accounts |
| 11/17 to 11/26 | Tax calculation | Computation of the 20% withholding tax on capital gains |
| 11/27 | Distribution of remaining cash | Residual cash left in the funds, including proceeds from fractional share auctions |
How Does the Conversion Work and How Many SNME11 Units Do I Receive?
The calculation is based on net asset value (NAV) division. Each KISU11 unit represents a share of the fund's NAV—total assets minus liabilities, divided by the number of units. This equity is used to subscribe to units in SNME11's 3rd offering, priced at an issuance price of R$ 9.64 plus a distribution fee of R$ 0.36, for a total of R$ 10.00. The distribution fee covers the cost of placing the new units on the market and does not add to the fund's equity.
Estimated Ratio = NAV per unit of the exiting fund ÷ new SNME11 unit price.
The offering document states that the R$ 0.36 fee is payable by subscribers, including those exercising preemptive rights, with no explicit fee waiver for KISU11 or SNFF11. Consequently, the primary estimate uses R$ 10.00; the adjacent column shows the outcome at R$ 9.64 should the fee be waived upon subscription.
| Fund | NAV per unit (Aug/26) | Ratio at R$ 10.00 | Ratio at R$ 9.64 | Example |
|---|---|---|---|---|
| KISU11 | R$ 7.5549 | ~0.755 | ~0.784 | 1,000 units → ~755 SNME11 |
| SNFF11 | R$ 83.0027 | ~8.30 | ~8.61 | 100 units → ~830 SNME11 |
Baseline figures originate from the August monthly reports: KISU11 reported equity of R$ 449.8 million across 59,544,167 units and 98,266 unitholders, while SNFF11 reported equity of R$ 333.7 million across 4,020,635 units.
Why the Ratio Is Only an Estimate
Three variables can alter the final figure by November 17. First, the August NAV differs from the NAV at subscription: KISU11's underlying assets are valued at "market value at the time of subscription," meaning price swings across portfolio FIIs between August and November will affect the math (SNFF11 assets enter at book value, which for listed FIIs is virtually identical). Second, liquidation incurs costs that have not yet been finalized. Third, whether or not the R$ 0.36 fee is ultimately charged. Fractional units will be consolidated, sold at auction, and paid out in cash.
How Much Tax Will Be Withheld and How Do I Report My Average Cost?
The liquidation is treated as a redemption: the administrator withholds a 20% income tax at the source on any gains exceeding each unitholder's average acquisition cost. Investors who purchased above NAV realize no capital gain and thus face no tax withholding. Official documentation does not specify whether tax retention will be executed in cash or through unit deductions.
Unitholders must report their average acquisition cost via the BTG Pactual Investor Portal between October 16 and November 16. Those who fail to report will be assigned the fund's lowest historical trading price as their cost basis—maximizing calculated gains and, consequently, the tax burden. Submitted data cannot be amended afterward.
| Example: 1,000 KISU11 (~R$ 7.55/unit NAV) | Cost Basis Used | Gain | Withholding Tax (20%) |
|---|---|---|---|
| Purchased at R$ 9.00 and reported | R$ 9,000 | None | R$ 0 |
| Purchased at R$ 6.20 and reported | R$ 6,200 | R$ 1,355 | ~R$ 271 |
| Not reported (hypothetical historical low of R$ 5.00) | R$ 5,000 | R$ 2,555 | ~R$ 511 |
The final row uses a hypothetical R$ 5.00 value solely to illustrate the mechanism: an investor who paid R$ 9.00 but failed to report their cost basis would shift from zero tax liability to having several hundred reais withheld.
Withheld Tax Is Not Necessarily a Permanent Loss
An analytical inference pending confirmation in official income reports: the acquisition cost of received SNME11 units is expected to align with their subscription value, near R$ 10.00. If so, the tax withheld during liquidation functions partly as an advance payment—meaning a future sale of SNME11 below that cost basis would generate a capital loss that can be offset against subsequent gains in FIIs.
What Is the Cost Basis of an SNME11 Unit via KISU11 or SNFF11?
For investors buying KISU11 or SNFF11 at current market prices, or those comparing their current position with what they will receive, it is possible to calculate the effective cost per SNME11 unit: the old unit price divided by the conversion ratio. Factoring in taxes requires adding the withholding tax levied on the difference between NAV and that purchase price. All figures below are ESTIMATES based on approximate current market quotes (KISU11 ~R$ 6.20, P/NAV ~0.82; SNFF11 ~R$ 72.79, P/NAV ~0.88; SNME11 ~R$ 9.57).
| Path | Cost per SNME11 (Excl. Tax) | Cost per SNME11 (Incl. Tax) | Effective P/NAV |
|---|---|---|---|
| Via KISU11 at R$ 6.20 (R$ 0.36 fee charged) | ~R$ 8.21 | ~R$ 8.57 | ~0.85 to ~0.89 |
| Via KISU11 at R$ 6.20 (fee waived) | ~R$ 7.91 | — | ~0.82 |
| Via SNFF11 at R$ 72.79 (fee charged) | ~R$ 8.77 | ~R$ 9.02 | ~0.91 to ~0.94 |
| SNME11 directly on the exchange | ~R$ 9.57 | — | ~1.00 (Aug/26 NAV R$ 9.59) |
Estimated tax totals ~R$ 0.27 per KISU11 unit (20% of R$ 7.55 − R$ 6.20) and ~R$ 2.04 per SNFF11 unit. Effective P/NAV compares the purchase cost against the R$ 9.64 in book value backed by each new unit—the R$ 0.36 distribution fee is an upfront expense that does not remain in the fund. P/NAV represents price-to-book ratio: values below 1 indicate purchases at a discount to underlying book value.
The variance between ~R$ 8.21 and SNME11's current market price of ~R$ 9.57 is not equivalent to a portfolio discount. SNME11 currently trades as a smaller, R$ 71 million fund prior to the influx of tens of millions of new units, and there is no guarantee current pricing will hold after November 24. For current KISU11 or SNFF11 holders, the NAV relationship is already established by each fund's asset value: investors will hold SNME11 at an effective subscription cost of ~R$ 10.00.
The Two Paths for Current KISU11 and SNFF11 Holders
| Path | What Happens | Implications |
|---|---|---|
| Sell before today's market close | Receive current market price (KISU11 ~0.82 of NAV; SNFF11 ~0.88) | Exits position entirely; potential capital gains follow standard FII rules (20% tax paid via DARF by the investor); does not participate in SNME11 |
| Hold and receive SNME11 | Units locked from 10/14 to 11/24; converted at subscription NAV | Illiquid for ~6 weeks; exposed to underlying portfolio price fluctuations until valuation; tax withheld at source; mandatory reporting of average cost by 11/16 |
KISU11's final distribution was R$ 0.07 per unit (record date 09/15, paid 09/25). For comparison, R$ 0.07 per KISU11 unit equates to ~R$ 0.093 per received SNME11 unit (ESTIMATE, 0.07 ÷ 0.755).
What Has SNME11 Delivered So Far?
SNME11 currently holds an equity value of R$ 71.16 million across 7,418,243 units. NAV per unit remained relatively stable over the past 12 months: R$ 9.637 in Sep/25, R$ 9.614 in Dec/25, R$ 9.495 in Mar/26, R$ 9.434 in May/26, R$ 9.626 in Jun/26, R$ 9.720 in Jul/26, and R$ 9.592 in Aug/26. The table below, compiled from management reports, separates recurring income from one-off events.
| Month | Earnings/Unit | FII Income + CRI Interest (R$ k) | Gross Capital Gain (R$ k) | Distribution | Reserves/Unit |
|---|---|---|---|---|---|
| Sep/25 | 0.3193 | 309 + 353 | 2,195 (Tax −439) | 0.15 | 0.1954 |
| Oct/25 | 0.0851 | 391 + 281 | 0 | 0.15 | 0.1310 |
| Nov/25 | 0.0883 | 412 + 239 | 0 | 0.15 | 0.0624 |
| Dec/25 | 0.1215 | 397 + 327 | 556 (Performance fee −456) | 0.15 | 0.0339 |
| Jan/26 | 0.1174 | 473 + 408 | 17 | 0.10 | 0.0513 |
| Feb/26 | 0.0884 | 411 + 307 | 0 | 0.10 | 0.0397 |
| Mar/26 | 0.1507 | 570 + 249 | 335 | 0.10 | 0.0904 |
| Apr/26 | 0.1463 | 534 + 100 | 391 FII + 144 stocks | 0.10 | 0.1000 |
| May/26 | 0.0883 | 581 + 91 | −55 | 0.15 | 0.0429 |
| Jun/26 | 0.2440 | 362 + 105 | 1,519 (Tax −208) | 0.22 | 0.0669 |
| Jul/26 | 0.4951 | 544 + 95 | 52 FII + 2,945 CRI | 0.10 | 0.4620 |
| Aug/26 | 0.0965 | 526 + 35 | 130 (Tax −26) | 0.10 | 0.3938 |
The August report revises June capital gains to R$ 1,039 thousand and monthly earnings to R$ 1,330 thousand. The same report lists August reserves as R$ 0.3938 per unit in the text and R$ 0.4938 in the table—an internal document inconsistency.
Recurring income—dividends from portfolio FIIs plus CRI interest, prior to expenses—typically ranges from R$ 0.08 to R$ 0.10 per unit monthly. Stronger months were driven by one-off events: in Sep/25, a R$ 2.2 million capital gain; in Jun/26, the liquidation and amortization of RLGX11 (yielding a 52.5% internal rate of return per year, roughly R$ 0.16 per unit), a short position in GGRC11 (R$ 146 thousand), and arbitrage trades in RBVA11 (R$ 117 thousand) and SNEL11 (R$ 102 thousand); in Jul/26, a R$ 2.9 million gain on a CRI. CRI interest income has also declined, falling from R$ 300K–400K monthly through early 2026 to R$ 35 thousand in August.
Understanding SNME11's "Arbitrage" Strategy
In management terminology, arbitrage refers to long-short trades across pairs of funds undergoing conversion or incorporation: buying the fund trading at a discount relative to its merger consideration while shorting the other, capturing the spread upon deal completion. Report-cited examples include BRCO11 (R$ 290 thousand between March and April), GGRC11, RBVA11 (roughly R$ 650 thousand over the half-year), the PATL11 × HGLG11 pair (concluded in July), and HGRU11 (R$ 130 thousand in August). Additional strategies involved tactical shorting of HGLG11 in Dec/25 and secondary market discount accumulation (SNEL11, RELG11/RLGX11). Throughout H1 2026, these trades totaled roughly R$ 869 thousand, or ~R$ 0.11 per unit. Management characterizes this capacity as "consistent" but does not guarantee recurrence.
What Changes for SNME11 Post-Merger?
Dilution is the impact of a large influx of new units on existing holdings: aggregate equity grows proportionally, but any fixed monetary amount must be divided among a significantly larger unitholder base. This is the central dynamic of the transaction.
| ESTIMATE | Units | Ownership Share |
|---|---|---|
| Current SNME11 | 7.4 million | ~9% |
| New via KISU11 (R$ 449.8M ÷ R$ 10) | ~45 million | ~52% |
| New via SNFF11 (R$ 333.7M ÷ R$ 10) | ~33 million | ~39% |
| Consolidated Fund | ~86 million | NAV of ~R$ 830–890M |
KISU11's February 2026 meeting materials estimated consolidated equity at roughly R$ 890 million; using August NAVs adjusted for distribution fees, the figure lands near R$ 830 million. Practical implications include:
- Arbitrage returns shrink per unit. The same nominal gains, divided across ~86 million units, yield roughly 1/12th of their previous per-unit value. H1 2026's ~R$ 0.11 per unit would drop to ~R$ 0.01. Such operations depend on position sizing and pair liquidity, neither of which scale proportionally with the fund.
- Reserves become diluted. Management initially stated through June that all reserves would be distributed prior to the merger; in July and and August, guidance shifted to retaining reserves as a buffer against potential losses ahead of consolidation. Reserves of ~R$ 0.39 per unit total roughly R$ 2.9 million; if retained and distributed after new units enter, the impact shrinks to ~R$ 0.3 per unit.
- Portfolio composition transforms. SNME11 currently holds 28 assets: 66.5% in FIIs, 26.3% in cash, 6.9% in CRIs, and 0.3% in stocks. Top holdings include Alianza Renda+ (13.81%), SNEL11 (7.95%), TRXY11 (5.61%), IBBP11 (4.31%), SNFZ11 (4.19%), and the Vanguarda CRI (3.73%). Post-merger, the portfolio will primarily reflect KISU11's fund-of-funds holdings (36 FIIs) alongside SNFF11—creating a large fund-of-funds with smaller weightings in CRIs and tactical trades.
- Vanguarda CRI weight diminishes. Carrying a D rating and under restructuring since its August 2025 creditors' meeting, this asset represents 3.73% of the current fund; post-consolidation, exposure drops below 0.5% of total NAV (ESTIMATE). Average CRI loan-to-value (LTV)—debt relative to collateral value—stands at 55.68%.
- New market supply. Approximately 100,000 new unitholders will receive units on November 24 simultaneously. Selling pressure from a portion of these holders could sharply expand secondary market liquidity relative to the current fund size.
Fee Structure: What KISU11 Unitholders Will Pay
| Item | KISU11 Today | SNME11 (Bylaws dated 08/26/2026) |
|---|---|---|
| Management fee | 0.60% p.a. | 0.99% p.a. of NAV (or market value should the fund enter an index like IFIX); minimum R$ 22K/month; 0.20% administration + 0.79% portfolio management |
| Performance fee | None | 20% of returns exceeding IPCA + IMA-B yield benchmark, calculated semiannually |
Performance fees have been incurred previously, costing R$ 456 thousand in Dec/25. In monetary terms, a 0.99% global fee on a R$ 9.64 NAV per unit equates to roughly R$ 0.095 annually, or ~R$ 0.008 monthly (ESTIMATE). KISU11's meeting materials estimated recurring performance for the consolidated fund at R$ 0.09 per unit—which, multiplied by the ~0.755 conversion ratio, translates to roughly R$ 0.068 per legacy KISU11 unit, close to the R$ 0.07 distributions KISU11 previously maintained.
What About Existing SNME11 Unitholders?
No operational steps are required: existing units continue trading normally. The fund itself is what changes. Current unitholders will represent roughly 9% of an equity base ten times larger, accumulated reserves will be shared with new participants unless distributed beforehand, and per-unit contributions from tactical operations will shrink. Conversely, the fund gains scale and liquidity, and the monthly R$ 22,000 fee floor ceases to be relevant. During the 3rd offering's preemptive rights period, which closed on September 4, third parties subscribed to only 2,161 new units—meaning virtually the entire offering will be absorbed by KISU11 and SNFF11. Should the fund join indexes like IFIX, the fee calculation base will shift from book value to market value.
What to Monitor Moving Forward
| When | What to Watch |
|---|---|
| By 11/16 | Submission of average cost basis on the BTG Pactual Investor Portal (irreversible once submitted) |
| 11/17 | Official conversion ratio and cash amount—alongside confirmation of whether the R$ 0.36 fee was charged |
| 11/17 to 11/26 | Tax withholding method (cash deduction or units), not yet detailed |
| 11/24 | Unit delivery and SNME11's first trading session with the expanded unitholder base |
| 11/27 | Distribution of residual cash and proceeds from auctioned fractional shares |
| December onward | Consolidated fund distribution policy, reserve allocation, and income reports reflecting the cost basis of received units |
Summary
Today is the final trading session for KISU11 and SNFF11. Unitholders who maintain their positions will receive SNME11 units on November 24 at an estimated ratio of ~0.755 per KISU11 unit and ~8.30 per SNFF11 unit (official ratios release on November 17), subject to a 20% withholding tax on gains above average acquisition cost—which must be reported between October 16 and November 16. The resulting SNME11 fund is fundamentally altered: roughly ten times larger, primarily operating as a fund-of-funds, carrying a 0.99% annual fee plus performance fees, with tactical operations and reserves diluted across ~86 million units. Outstanding variables include official ratios, distribution fee collection, tax withholding logistics, and post-November distribution policies.
Sources
- KISU11 — Material fact with revised timeline (09/28/2026)
- SNFF11 — Material fact with revised timeline (09/28/2026)
- KISU11 — Material fact with original timeline (09/17/2026)
- SNME11 — Material fact for 3rd public offering (08/14/2026)
- SNME11 — Approval resolution for 3rd offering
- SNME11 — Preemptive rights results (Apr 9, 2026)
- KISU11 — Monthly report for August 2026
- SNFF11 — Monthly report for August 2026
- SNME11 — Management report for August 2026
- SNME11 — Bylaws (08/26/2026)
