# Risk Factors

> AN INVESTMENT IN NET INVOLVES A HIGH DEGREE OF RISK, INCLUDING THE RISK OF
> TOTAL LOSS. THE FUND'S DEFINING FEATURE — NO GOVERNANCE, NO DISCRETION —
> IS ALSO ITS DEFINING RISK: NOBODY CAN SAVE YOU, BECAUSE NOBODY CAN TOUCH
> ANYTHING. READ THIS SECTION AS CAREFULLY AS YOU READ THE APY TABLE. THEY
> ARE THE SAME TABLE.

Each risk below is real, specific, and drawn from the protocol
specifications — not boilerplate. Where the fund has a mitigation, it is
stated; where it merely has a disclosure, that is stated too.

## 1. Thin liquidity, by choice

This is a deliberately small offering, and the fund-owned pool opens
correspondingly shallow: at a fully subscribed close, roughly **15,000 USDG
and 5,000 NET a side**. Consequences, none of them subtle:

* **Single trades of ordinary size move the price meaningfully.** Expect
  volatility that deeper markets would absorb, plus the 5% trading fee and
  AMM slippage on top.
* **Exit capacity is limited.** Selling any meaningful fraction of your
  position into ~15,000 USDG of depth reprices the pool against you long
  before you are done. The Buyback Program (inverse bonds) is a floor bid
  near NAV, capped at 1% of liquid reserves per epoch — it is a floor, not
  an exit ramp.
* The protocol's own operations are protected in a shallow pool by
  on-chain TWAP-deviation and clip-size bounds; **your trades have no such
  protection.**

Fee inflows, bond sales, and premium sales deepen the fund-owned pool over
time; day one is the shallowest the pool is designed to be.

## 2. Unmapped-pool fee bypass

The 5% trading fee applies only to AMM pairs registered in the fee mapping.
Uniswap v3, v4, and UniswapX are live on Robinhood Chain, and **anyone can
create an unmapped NET pool that dodges the fee entirely.** Fee revenue —
which becomes 100% treasury inflow after day 30 — could be structurally
reduced if trading migrates to unmapped venues.

*Mitigation (partial):* likely bypass pools are **pre-mapped at deploy**
(Uniswap v3 NET/USDG and NET/WETH across all four fee tiers, plus the v2
NET/WETH pair, at their factory-predicted addresses — taxed from the moment
anyone creates them). Uniswap v4 pools **cannot** be pre-mapped (pool IDs,
not addresses), so v4 and UniswapX remain a standing monitoring duty, with
discovered venues added instantly through an add-only key. The structural
defense is fund-owned depth keeping the canonical v2 pool the
best-execution venue — a managed race, not a solved problem, and thinner
day-one depth (§1) makes the race tighter.

## 3. Morpho exposure

Up to **70% of treasury USDG** may be deployed to Morpho at any time. A
Morpho smart-contract failure, market insolvency, or liquidity crunch could
impair the majority of the fund's reserves. The 2% RFV haircut prices
normal conditions; it does not price a loss event. A withdraw path exists
so bond and buyback obligations can be met by unwinding, but unwinding
assumes Morpho is functioning.

## 4. No governance — the knife cuts both ways

There are **no owner functions on the emissions path** and **no
parameter-change path** anywhere short of redeployment. Consequently:

* **A bug is an immutable bug.** If the emissions formula, cap check, or
  fee split misbehaves, no multisig can pause or patch the live deployment.
* **No crisis response.** In a USDG depeg, a Morpho failure, or an oracle
  outage, the protocol keeps executing its formulas exactly as written,
  whether or not that is sensible in context.
* **Defaults are forever.** Constants tuned before deploy (spreads, clip
  sizes, caps) cannot be retuned afterward, even if they prove
  miscalibrated at this offering's scale.

The compensating control is scope: the only permissioned surface in the
protocol is the trading-fee pair mapping and whitelist, and it is
**add-only — no removal functions exist in code**. Everything else is
enforced by an invariant test suite before it is enforced by nobody.

## 5. Fee-on-transfer limitations

NET is a fee-on-transfer (FoT) token, which is a compatibility statement as
much as a design choice:

* **Uniswap v3-style routers revert** on FoT exact-output flows; the
  canonical pool must be, and is, Uniswap v2. Venues and aggregators that
  do not use FoT-safe swap paths will fail or misquote on NET.
* Integrations that assume `amountSent == amountReceived` (some vaults,
  bridges, CEX deposit flows, payment contracts) can break or strand funds.
* Buys and sells through mapped pairs bear the 5% fee on top of AMM fees
  and slippage; NET is expensive to trade by design, and the round trip
  through the fee is −10% before anything else happens.

## 6. Premium dependence of the dividend

The dividend rate is zero at or below NAV (backing per token) and reaches
its maximum only at a 1.75× premium. **If the market pays no premium, the
Shareholder Dividend Program (staking) pays nothing** — indefinitely. The
APY table in [The Fund](/mechanism) is conditional arithmetic, not an
entitlement. Additionally, the RFV hard cap can clamp or halt emissions
entirely whenever supply approaches reserves, which is precisely when
headline rates would otherwise look most attractive.

## 7. Fail-closed pauses

The protocol has **zero liveness dependency on management** — every
operational entrypoint is permissionless, and the Buyback Program requires
no caller at all. The residual liveness risk is the oracle: if no one
checkpoints the TWAP for more than 4 hours, the protocol **fails closed** —
the Distributor skips epochs (no dividends), and buyback and premium
settlement refuse to execute — until someone pokes the permissionless
`checkpoint()` and waits 30 minutes. A paused protocol never trades on a
stale price, but a paused protocol also is not paying dividends or standing
its bid. Anyone, including you, can revive it.

## 8. Oracle and TWAP risk

All pricing derives from a TWAP (valid window: 30 minutes to 4 hours) on a
single canonical Uniswap v2 pair, and the source pair is immutable. TWAPs
resist flash-loan manipulation but not sustained capital: an actor willing
to hold a distorted price across a meaningful part of the window can skew
the dividend rate and both market-making triggers together — and in a pool
this shallow (§1), holding a distorted price costs less than it would in a
deep one. The protocol's TWAP-deviation and clip bounds limit what a
distorted price can extract from the treasury per epoch; they do not
prevent the distortion.

## 9. Stablecoin and chain dependence

The 1 USDG floor is a floor **denominated in USDG**. A USDG depeg moves the
floor with it. Robinhood Chain is an Arbitrum Orbit L2; sequencer downtime
or chain-level failure suspends every mechanism described in this document,
including the ones labeled "standing."

## 10. Forward-looking statements

The RWA acquisition mandate is a **Phase 2 module that does not exist in
the launch contracts** — activation requires a future, separately disclosed
deployment, and it may never happen. The founding shareholder register and
share certificate confer **no perk promised in code**. Any statement in
these documents about the future is a statement about a formula's output
under assumptions, and the assumptions are yours to reject.

> THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE LIST. THE COMPLETE LIST
> IS UNWRITEABLE. THAT IS ITSELF A RISK FACTOR.
