Fund Memorandum — Junto Opportunity Fund I LP

A Distressed Real Asset Strategy

Worst Building,
Best Neighborhood

Acquiring and Renovating Distressed Multifamily Buildings in Prime Manhattan Neighborhoods

Junto Opportunity Fund I LP

Target Fund Size: $100M · First Close: $30M

Distress Pricing. Projects financed at 2021 rates are facing severe refinance pressure.

Busted Deals. The Fund targets distressed multifamily assets where over-levered ownership, stalled renovations, or underwriting errors have created a pricing dislocation.

Elite Neighborhoods. Manhattan is supply-constrained with high demand and lower cap rates than other regions.

Credit-Enhanced Tenants. We build and price our units for affluent recent graduates with parental co-signers.

Managed By

John H. Snyder PLLC
Black Pearl Investments

The Opportunity

Maturing floating-rate debt → distressed projects and forced sales

Refinancing pressure is forcing some New York owners to sell.

Overextension. Many operators bought at 2021–2022 cap rates, used floating-rate debt, and assumed rent growth would continue. As loans mature through 2026 and 2027, owners who cannot refinance will be forced to sell or surrender the property.

Busted projects. Construction costs remain elevated, development timelines have stretched, and projects underwritten on aggressive assumptions are stalling or failing outright.

Regulatory complexity. Rent regulation, Good Cause Eviction, and COPA are narrowing the margin for operators who do not understand the regulatory landscape.

This Fund targets distressed prewar walk-up multifamily buildings in strong Manhattan neighborhoods where ownership problems and deferred maintenance have created a pricing gap.

Target Fund Size

$100M

Rolling close · $30M first close

Target Net IRR

12–20%

Blended fund level

Target Multiple

1.6–2.0×

Net to LP

Why $30M now. A $30M first close is sufficient to fund the first two target acquisitions. Current opportunities will be shared under NDA.

Why this team

Speed, discipline, and structural alignment

In distressed real estate, returns depend on execution. The requirements are speed, discipline, and alignment.

Sourcing. Snyder, Hughes, and Herman each bring long-standing New York real estate networks. Deals surface through Snyder's litigation practice, Hughes's contractor and developer relationships, and Herman's brokerage network. Together, the team often sees opportunities before they reach the market.

Construction cost discipline. Hughes's compensation in every deal is tied to his underwriting being correct. He has a direct economic incentive to control renovation costs and execute efficiently. Cost discipline comes not from contractual pressure but from structural alignment.

Broker incentive alignment. Herman's compensation is tied to underwriting accuracy. Her incentives reward realistic rent assumptions and successful lease-up, not optimistic projections.

Speed of execution. The window between a forced sale and a competitive auction is often measured in weeks. Hughes controls execution, Snyder resolves legal complexity quickly, and Black Pearl brings capital relationships that allow the Fund to act without delay.

No participant can extract value without creating it first. The broker is incentivized to produce realistic rent projections. The builder is incentivized to control costs. The sponsor is responsible for sourcing and structuring. The capital partner brings the investor relationships needed to move quickly. Alignment is not a talking point — it is the structure.

The Approval Pipeline

Every investment passes through two gates. First, the project-level operators evaluate the opportunity. Then, the fund-level principals vet the underwriting and governance. If either gate fails, the investment does not proceed.

Stage 1 · Project Level

Evaluate and Recommend

Is the opportunity real, and are the construction and leasing assumptions supportable?

Brian Hughes

J.F. Hughes Builders

Are construction assumptions realistic?

Builder Certification Required

Compensation tied to underwriting accuracy. Incentivized to be right.

Amy Herman

Brown Harris Stevens

Are projected rents realistic?

Broker Certification Required

Compensation tied to underwriting accuracy. Incentivized to be right.

Stage 2 · Fund Level

Vet and Approve

Does the underwriting hold, and are the execution risks acceptable?

J.R. Chantengco

Black Pearl Investments

Does the business case hold?

Financial Model

John H. Snyder

Snyder PLLC

Are the downside risks manageable?

Execution Playbook

How the investment works

Acquire, renovate, refinance, and exit — or hold from strength

Four phases. At stabilization, the refinance returns most investor equity while preserving upside from a future sale.

Phase 1

Acquire

Acquire a vacant or deeply distressed prewar walk-up in a prime Manhattan neighborhood and resolve the legal or ownership issues that created the discount. Capital is committed only after the full approval process is cleared.

$275/SF basis

Phase 2

Renovate

Full gut renovation of building systems, facade, windows, units, common areas, and life safety. Because the building is vacant, work proceeds concurrently across floors. Scope, pricing, schedule, and cost accountability are set before commitment.

12 months · $325/SF

Phase 3

Refinance

At stabilization, a permanent loan replaces the construction loan and returns approximately 76% of invested equity. Residual equity at risk falls to about $2.0M per deal, and the building cash-flows above debt service.

$6.3M returned

Phase 4

Exit or Hold

Sell at stabilization for optimal IRR, or hold and operate above permanent debt service. There is no forced sale; the hold option is structural.

$19.5M exit value

All-In Basis / SF

$681

Stabilized Value

$19.5M

Value Created

+$6.4M

Illustrative deal economics from the Project Financial Model. Representative of a single deal within the Fund's core 80% allocation. Full model available under NDA.

Fund terms

Aligned capital and whole-fund governance

The Fund terms are designed to align investor capital with disciplined acquisition and whole-fund governance.

Vehicle	Junto Opportunity Fund I LP · Delaware LP
Target Fund Size	$100,000,000 (hard cap) · Rolling close
First Close	$30,000,000 initial close for near-term acquisitions
General Partner	Junto Management GP LLC (Snyder PLLC 50% / Black Pearl 50%)
Minimum Commitment	$1,000,000
Investment Period	4 years from Initial Closing
Fund Term	10 years + two 1-year extensions
Preferred Return	8% per annum, non-compounding, on unreturned capital
Carried Interest	20% above preferred return
Waterfall	European (whole-fund): return of capital → 8% pref → GP catch-up → 80/20 split
Allocation	Core Sleeve (≥80%): Manhattan distressed multifamily · Opportunity Sleeve (≤20%): distressed debt and other opportunistic real-asset investments
Deal Structure	Single-asset SPV per deal
Recycling	Refi proceeds may be redeployed during investment period
Management Fee	2% of committed capital during investment period; 2% of lesser of committed capital or NAV thereafter — split 50/50 between John H. Snyder PLLC and Black Pearl
GP Co-Investment	Disclosed in LPA

Downside protection

The hold option reduces forced-sale risk

The model is designed so that a weak exit market does not require a forced sale. In the mild and severe stress cases, the preferred response is to hold and operate.

Scenario	Conditions	Yr 5 IRR	Decision
Base Case	Rents at underwriting · Exit cap 5.75% · Construction on budget	19.1%	Sell
Mild Stress	Rents −10% · Cap rate 6.25% · Construction +10% · Rates +150bps	7–9%	Hold & operate
Severe Stress	Rents −20% · Cap rate 7.25% · Construction +15% · Credit tightens	1–4%	Hold
Impairment	Rents −30% · Cap 8.0% · Urban demand collapse	−8%	Hold and operate

No Forced Sale Scenario. At stabilization, the refinance returns 76% of invested equity and reduces net capital at risk to about $2.0M per deal. The building continues to cover permanent debt service even in the impairment case. Full scenario analysis and break-even statistics available in the data room.

The team

Fund management and project-level operators

Principals & Fund Management

John H. Snyder

Co-Managing Principal · Legal & Acquisitions · John H. Snyder PLLC

SourcingLegal ResolutionFund Operations

Serial entrepreneur, federal trial lawyer, and creative force behind the Fund. More than twenty-five years of federal litigation practice, primarily in SDNY. Seven years at Proskauer Rose LLP before founding a Manhattan trial boutique in 2010. Clerked for the Honorable A. Richard Caputo, United States District Court for the Middle District of Pennsylvania.

Two decades handling complex real estate disputes, including recovery of a Plaza condominium for the President of Kazakhstan and service as lead counsel in the 785 Partners bankruptcy involving a residential high-rise at 48th and 8th Avenue. Snyder and Hughes have worked together on numerous busted projects with complex building and legal problems — that working relationship is the origin of this Fund.

Founded and operated Agnes Intelligence for seven years, building computational systems for pattern recognition across fragmented record sets. That work informs the proof-first case architecture underlying FRCP 2.0 and the Fund's disciplined approach to diligence and execution.

Author of numerous works of legal scholarship and philosophy, including "The Causes of Epistemic Failure in the Administration of Justice," a comprehensive framework for civil procedure reform under submission to top-tier law reviews.

Admitted to practice before the United States Supreme Court, the Second Circuit, and all federal and state courts in New York. Brown University (Phi Beta Kappa); Harvard Law School.

john@jhs.nyc

J.R. Chantengco

Co-Managing Principal · Capital Markets · Black Pearl Investments

Capital MarketsStructured FinanceInstitutional Relationships

Thirty-plus years in real estate capital markets, structured finance, and private investment advisory. Senior Managing Director of Black Pearl Investments, advising family offices, institutional investors, and operating partners on acquisitions, restructurings, and complex capital structures across real assets and infrastructure.

Over his career he has participated in more than $5 billion of structured capital and loan transactions and worked on portfolios representing over $20 billion of real-asset investments.

Previous roles include institutional finance and advisory positions with Wells Fargo Bank, CB Richard Ellis, and private investment firms focused on real estate and structured finance. During the financial crisis he worked on FDIC special-servicing assignments, underwriting distressed commercial real estate and CMBS portfolios associated with Lehman Brothers, Bear Stearns, and other major institutions.

Mr. Chantengco holds the CCIM designation, completed postgraduate finance studies at Stanford Business School, earned an MBA with distinction, and holds a B.A. from the University of California, San Diego.

jrc@blackpearlinvestments.com

Thomas C. Sima

General Counsel · Transactional & Tax

Fund GCCorporate StructureTaxCross-Border

More than twenty years of transactional practice with deep experience in commercial real estate acquisitions, distressed asset structuring, and fund formation. Started at Shearman & Sterling in New York and Hong Kong, working on international finance, M&A, and corporate governance before building a practice focused on complex real estate transactions and restructurings.

Advises the Fund on corporate structure, tax optimization, and transactional execution across distressed acquisitions, construction-phase financing, and stabilized asset dispositions. Experienced with multi-tiered fund structures, single-asset SPVs, and the regulatory and tax issues specific to New York multifamily real estate. Comfortable operating in situations where ownership disputes, creditor complexity, and time pressure are the norm.

Admitted in New York and Florida and before the Southern and Eastern Districts of New York. Fluent in Russian; working proficiency in six additional languages. Duke Law School (J.D. cum laude, LL.M. in International and Comparative Law); University of North Carolina at Chapel Hill (Phi Beta Kappa).

John (RJ) Estiva

Advisor · Technology & Operations

OperationsTechnology Infrastructure

Telecommunications and operations executive with more than twenty years of experience building and scaling communications, cloud infrastructure, and digital media distribution platforms. His background spans voice and IP networks, unified communications systems, data infrastructure, and mobile content delivery across enterprise and consumer platforms.

Currently serves as Chief Operating Officer of Vitel Global Communications, a cloud-based unified communications provider serving businesses across North America, overseeing network infrastructure, service delivery, product integration, and customer operations. Co-founder of ZingoTV, an IPTV and OTT streaming platform delivering live television, sports, and entertainment programming through internet-based distribution across major consumer devices and digital ecosystems.

Within the Fund, Mr. Estiva advises on technology infrastructure, operational systems, and digital platform strategy, supporting the development of processes and technology that enable efficient execution and reporting as the platform scales.

Sydney Lanyon

Co-Founder · Chief of Staff · Factual Reconstruction & Knowledge Systems

Financial ModelData RoomEvidentiary AnalysisLP Reporting

Co-founder and Chief of Staff. Central operational interface between the Fund's principals and its execution. Coordinates across litigation, capital, and research workstreams — ensuring that strategy translates into deliverables and that principals remain aligned on priorities and timing.

Leads the Fund's forensic and investigative work, including factual reconstruction, financial modeling, and evidentiary analysis in matters involving complex records, contested narratives, and sophisticated adversaries. Manages the Project Financial Model, the data room, and LP reporting. Prior to joining Fund leadership, lived and worked with NGOs in sub-Saharan Africa.

University of Georgia (B.S., Artificial Intelligence and Philosophy). Johns Hopkins University, Certificate in Complex Analysis. Passed CFA Level I Examination.

sydney@juntoclubusa.com

Project-Level Operators

Brian Hughes

Construction Principal · J.F. Hughes Builders

Construction KeyBuild ScheduleCost DeliveryForensic Analysis

Founder and President of J.F. Hughes Builders, Inc., a general contracting firm established in 2009, and Hughes Construction Consulting LLC, a construction consulting firm founded in 2012 that manages troubled construction projects, including forensic analysis by trade and discipline and reporting and audit oversight.

More than twenty-five years in the construction trade, including fifteen years as a licensed General Contractor. Roles have included superintendent, project manager, estimator, and project executive. Has personally managed dozens of gut renovation projects in Manhattan, ranging from $500,000 to $10 million, including landmarked and logistically difficult buildings. Two-time recipient of the New York AIA Award. Specializes in concurrent execution in vacant buildings — the exact profile targeted by this Fund. Regularly called upon to handle emergency flooding situations and complex building problems by hotels, museums, embassies, and major businesses and institutions.

Licensed by the New York City Department of Consumer Affairs. Professional certifications in Lead Paint, OSHA, Site Safety, and Supporting Scaffolding. Experience serving as an expert witness in construction litigation.

Amy Herman

Leasing & Market Intelligence · Brown Harris Stevens

Leasing KeyRent Achievability

More than twenty-two years in Manhattan and Hamptons residential real estate. Specializes in townhouse sales, condominium and cooperative resales, and new construction — the exact asset classes targeted by this Fund. Her client base includes top professionals in legal, financial, and medical fields, relocation specialists, and high-profile individuals requiring discretion.

Featured on Bravo's Million Dollar Listing New York (Seasons 5, 6, and 7) and quoted in the New York Times, New York Post, Crain's, the Daily News, and the Hollywood Reporter. More than $1.5 billion in closed sales. Brown Harris Stevens. Emory University.

Next steps

NDA, documents, discussion

Three steps to a fully underwritten investment decision.

Execute NDA

Standard mutual NDA. Provided immediately upon request.

Review Definitive Documents

Upon NDA execution, investors receive the PPM, LPA, subscription documents, Project Financial Model, Execution Playbook, and pipeline overview. The PPM and LPA govern the Fund.

Discussion with Fund Leadership

Following document review, investors may schedule a discussion with Snyder and Chantengco regarding the model, the pipeline, and deal-specific questions.