Am I gonna make or lose money on this migration?

That is the first question of any unit holder — and the direct answer is: You'll probably win. in terms of equity value, in the current estimate. . But the whole economy depends on two variables that have not yet been fixed: the conversion factor and the price of the SNME11 unit at the time of the execution. Below, the bill with the public numbers available today.

How did I get to this ~0,84: the KISU11 has net worth of R$ 357 mi and 44,2 million shares (VP/unit R$ 8,07). The entire portfolio will be integrated into the 3rd issue of SNME11. If the unit price of that issue is close to the current SNME (R$ 9,58) equity value, KISU receives around 37,3 million new SNME unit (R$ 357 mi Distributed by the 44,2 mi of KISU units, gives ~0,84 SNME unit per KISU unit. . Reasonable range of scenarios: 0,80 to 0,90.

== sync, corrected by elderman == who has 1.000 units KISU11 Today receives estimated 800 to 900 units SNME11. . Fractions go as residual box (item 2.4 of the Term).

Should I sell now, or should I put up with the process?

That's the practical decision. Both sides of the account:

Argument to endure: the current discount of the KISU vs VP (R$ 6,64 vs R$ 8,07 = -18%) quote tends to disappear in the conversion, because the portfolio is integrated the market value/evaluationNot the stock market value. If SNME maintains the current level of R$ 9,36, the KISU unit "recovers" part of the discount that the market has priced on the fund. Estimated net gain: +18% gross (before IR on any capital gain).

Arguments to sell now:

1. Taxation on conversion. Item 2.2.3 of the Term: the unit holder will have time to inform average purchase cost. If your average cost is lower than the amount received in SNME, pay IR 15% over capital gain (unit-unit tax equal to sale; IFI physical person does not exempt in this event because it is disposal by incorporation, non-distribution). Whoever bought near the historical maximum (~R$ 100 before the 1:10 split of 2024) may be at compensated loss; whoever bought at the IPO or in recent windows below R$ 6,64 will pay.
2. Lost liquidity. Between the date of the SNME Integration and the delivery of SNME Quotas by B3/writer, the negotiation of the KISU11 may be suspended (item 2.2.1.) You can't estimate a deadline -- it could be days, it could be weeks.
3. Operational cost of the event. Check average cost, declare corporate event in next year's IR, check SNME unit credit in brokerage, deal with residual cash. It’s boring — and in minor brokers it can be a problem with registration.
4. Change of profile. SNME11 is active multistrategy (CRIs, direct real estate, structured operations) with greater volatility than KISU's FoF rule-based. Those who depended on stable monthly R$ 0,07 DPS will live with oscillating distributions.

When you sell it today, it might make sense:

1. If your average cost is close to or above R$ 6,64 (no relevant gain to tax) and You don't want SNME11 in your wallet.
2. If you need the money in the next 4-12 weeks (the trading break prevents the exit).
3. If your realtor is small and has a history of delay in corporate events.

When you put up with it, it makes sense:

1. If you are not in a hurry for money and want to capture the ~18% of expected gain vs current quotation.
2. If your average cost is above the estimated conversion value (~R$ 7,86): the event generates Compensable damage with other gains in FIIs in the future.
3. If you like Suno's multistrategy thesis and were going to buy SNME anyway.

The most delicate point is that the real factor only comes out in later relevant fact. If you want to decide with the exact number, waiting for the BTG statement is the way — but the window between the ad and the trading pause may be short.

The Exact Timeline — Read Carefully

The document is clear when separating the two steps. In 28/05 It only changes who takes care of the bottom. The effective delivery of the SNME11 Quotas — and therefore the end of the KISU11 as a vehicle — comes later, conditional on the execution of the SNME Offer (3rd single class issue of the Suno Multistrategia, already approved in AGC of the SNME by formal consultation in 10/11/2025). At some point between these two stages, the negotiation of KISU11 in B3 can be stopped for operation — the exact date will be communicated by fact relevant future.

What Changed — Point to Point

1. Administrator. Out the BRL Trust Distributor of Securities and Securities S.A. (CNPJ 13.486.793/0001-42). Enter the BTG Current Financial Services S.A. DTVM (CNPJ 59.281.253/0001-23), Rio de Janeiro, authorised by the CVM by the Declaratory Act in 8.695 of 20/03/2006. Along with the administration, BTG also assumes control, treasury, bookkeeping and custody (BtG Current S.A. Bank). The document guarantees: "without any change in the fees due by the Fund".
2. Manager. Out the Monte Bravo Asset Management Ltda. (CNPJ 34.877.615/0001-12). In comes the Suno Resource Manager Ltda. (CNPJ 11.304.223/0001-69), which was already the research home behind the Suno 30 Index — and now directly manages the background by closing the cycle. The new fund manager was enabled by the CVM in 09/01/2012 (Declaratory Act in 12.124).
3. Investment policy. The Regulation will be amended to delete the obligation to follow Suno Index 30 FII in the composition of the portfolio — the KISU11, between the date of the SNME Integration and settlement, will hold exclusively Quotas SNME11. . That is: the bottom ceases to be FoF rule-based and becomes, in practice, a passing vehicle for the SNME11.
4. Settlement and delivery of units. The KISU11 subscribes to shares of the 3rd issue of the SNME11 integrating them with all current assets (assessed at the market value of the season). It shall then be settled in accordance with Chapter XI of the Descriptive Annex to the Regulation. The delivery of the SNME units to the unit holders is made by B3/scriber, in the proportion of each — without action of the unit.
5. Costs and benefits of transition. Item 1.3 of the Clearance Term is explicit: the replacement of the administrator and the fund manager does not entail payment of a fine, discontinuity compensation or any extraordinary remuneration — ordinary remuneration only pro rata temporis. . Fund rates remain unchanged during the transition.

The voting numbers — and what they say

The quorum was approximately 35,93% of units issued with the right to vote. Of the five items on the agenda, the percentages approved were between 30,42% and 33,19% (the rest are abstentions and rejections). As the CVM 175 Resolution only requires most of those present for this type of matter, approval has passed — but it is important to record: almost two thirds of the fund did not vote, and the net approval was something between 30% and 33% of the total unit. This means, in practice, that a lot of unit may have been taken by surprise.

What Changes to the Quoter — Really

There are three moving orders here. It is worth separating well because each requires a different reaction.

What DOES NOT change in the short term — between 28/05 and the actual liquidation, the unit holder continues to have KISU11 in the broker, the ticker continues to negotiate at B3, and the thesis remains essentially FoF of FIIs (now managed by Suno instead of Mount Bravo). The declared rates remain unchanged. There's no action on income tax, transfer of custody, or any provision by the unit.

What changes as soon as the settlement is carried out — the KISU11 disappears from the broker's portfolio and a proportional amount of SNME11 units appears instead. The conversion factor will be disclosed in relevant fact. Important: SNME11 is not a FoF rule-based — it is a IFI active multistrategy which allocates in credit (CRIs), direct real estate and structured operations. Volatility, risk profile and distribution pattern can be quite different than the KISU11 unit holder was used to.

What Changes in Taxation — this is the point that no one is commenting on in the press, but the document specifically warns. In item 2.2.3 of the Clearance Term: "after the availability of the term for the calculation of this Formal Consultation, a relevant fact will be published with the schedule of the steps related to the KISU Settlement, including (...) the deadline for the Quotators to inform the average cost of acquiring their respective units for the purpose of calculating any taxable gain." In other words: depending on the average price of acquisition of the unit versus the valuation value of the portfolio in integralization, there may be taxable capital gain of 20% on the delivery of SNME units — and the unit holder will need to report their average cost individually.

Why This Happened — The Background

KISU11 has been under stress for over a year. Quotation running near R$ 6,60 against equity value of R$ 8,07 (P/VP 的 0,82, typical background discount with structural problems). The DPS locked in R$ 0,07 every month for 17 consecutive months. Over 100,000 unit holders, but with increasing outflow. PL in the house of R$ 357 millions — small for a FoF, high for a dedicated administrative structure.

On the management's side, Mount Bravo Asset was no longer a strategic choice for Suno: Suno Index 30 was Suno Research, not Mount Bravo, which created an unmarried relationship between name of the index and who decides weightings. . From Suno's perspective, it makes perfect sense to consolidate everything within the house — and the SNME11, after incorporating the SNFF11 in February, became the mother vehicle of the Suno FIIs platform. The KISU11 becomes the third piece of this puzzle. By the approximate PL calculation, the post-KISU ZQX0ZX can outperform R$ 900 millions.

What to keep an eye on from now on

1. Relevant fact with settlement schedule. The document promises a next communiqué with (i) exact date of operation, (ii) conversion factor KISU11 → SNME11, (iii) treatment of unit fractions, (iv) deadline to report average cost for IR purposes. That's the document that matters.
2. SNME11 distribution policy. The SNME11 distributes monthly, but in values that oscillate more than the stable R$ 0,07 of the KISU11 — it is multistrategy, not passive FoF. Those who depended on the locked DPS need to recalibrate the expectation.
3. Rate of administration and management of SNME11. Multistrategy typically charges more than FoF rule-based. The unit holder needs to look at the current regulation of the SNME11 before the effectuation to understand what the rate level will be after the conversion.
4. Any taxable gain. Whoever bought KISU11 below the equity value may have gained taxable when the integralization is made at market value. Whoever bought above can accumulate compensable damage. It's worth separating the average cost spreadsheet now.
5. Conflict of formal interest. The document acknowledges that both KISU11 and SNME11 will be under the same administrator (BTG) and same fund manager (Sun) during the transition — a situation of potential conflict that required specific approval of the assembly (item 2.1 of the Term).

About the author

Article Author Edinei Bauer

Investor and founder of Rico to the Few.

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