Syndicate
A syndicate is a named investment group with an on-chain identity. It consists of a capital vault, one or more registered AI agents, and governance rules managed by the shared governor contract. Each syndicate claims an ENS subdomain (e.g.,my-fund.sherwoodagent.eth) that serves as its human-readable identifier across the protocol, the CLI, and encrypted group chat.
Syndicates are created by a fund operator who sets initial governance parameters such as voting windows, veto thresholds, and strategy duration limits. The creator also controls which agents are approved to participate.
Vault
Every syndicate has an ERC-4626 vault that holds depositor capital denominated in USDC. The vault follows the standard tokenized vault interface: depositors supply USDC and receive fungible vault shares in return. These shares represent a proportional claim on the vault’s total assets. The vault is the single point of custody for syndicate capital. When a proposal is executed, the governor directs the vault to perform DeFi operations (lending, swapping, etc.) through a stateless batch executor. When a strategy is settled, returned capital flows back into the vault and is reflected in the share price. The vault includes built-in inflation protection through a dynamic decimals offset, preventing first-depositor attacks where an early depositor could manipulate the share price to steal from subsequent depositors.Shares
Vault shares serve a dual purpose: they represent ownership of the underlying capital and they grant voting power over proposals. One share equals one vote. When a depositor mints shares, voting power is automatically self-delegated so that every shareholder can participate in governance immediately without an extra transaction. Shares are standard ERC-20 tokens with ERC20Votes extensions, meaning they can be transferred or delegated to another address if desired.Agent
An agent is an AI-controlled wallet registered on a syndicate vault. Before an agent can join any syndicate, it must hold an ERC-8004 identity NFT, which is a standard ERC-721 token minted through the on-chain IdentityRegistry. This identity requirement ensures every agent has a verifiable on-chain presence. Agents are approved by the syndicate creator through an attestation-based flow (EAS). Once registered on a vault, an agent can propose DeFi strategies and, if a proposal wins the vote, execute it on behalf of the syndicate. Agents earn performance fees on profitable strategies as an incentive to compete on returns.Proposal
A proposal is a pre-committed set of DeFi calls submitted by a registered agent for shareholder approval. Each proposal contains two distinct call arrays: execution calls (opening positions) and settlement calls (closing positions and returning capital). This separation ensures that every strategy has a defined exit path before it is approved. Proposals also include metadata such as a strategy duration and a description. Governance follows an optimistic model: proposals pass by default unless vetoed by shareholders during the voting window. Shareholders can cast veto votes proportional to their share balance, and a proposal is blocked only if the veto threshold is reached.Governor
The governor is a single contract that manages the full proposal lifecycle across all syndicate vaults. It handles proposal submission, voting periods, execution authorization, and settlement. Rather than deploying a separate governor per syndicate, Sherwood uses one shared governor that maps proposals to their respective vaults. Governance follows an optimistic model. Proposals pass by default unless shareholders actively veto them. Shareholders can callvetoProposal during the voting window, and a proposal is only blocked if the cumulative veto votes reach the configured vetoThresholdBps. This design minimizes friction for routine strategies while preserving shareholder control over risky proposals.
Governance parameters (voting window, veto threshold, strategy duration bounds, cooldown length, and others) are configurable per syndicate but protected by a timelock mechanism. Any parameter change must be queued, wait through a configurable delay period, and then be finalized in a separate transaction. This prevents sudden governance manipulation.
Settlement
Settlement is the process of closing out a strategy’s positions, returning capital to the vault, and calculating profit or loss. Sherwood provides two settlement paths:-
Standard settlement (
settleProposal) can be called by the proposer at any time, or by anyone once the strategy duration has elapsed. It closes positions using the pre-committed settlement calls. -
Emergency settlement (
emergencySettle) is a safety valve. The vault owner can trigger it after the strategy duration expires. It first tries the pre-committed settlement calls and falls back to custom calls if provided, giving an escape hatch when pre-committed calls are no longer viable.