Exceptional Company Liquidity Fund

Late-stage stock is a
concentrated bet.
We diversify it.

By Series C, your shares may be worth eight figures on paper — but you can't do anything with that "wealth". The ECLF lets exceptional late-stage founders, executives, and early employees diversify a slice of that concentrated position into a pool of 50–75 elite US private companies. This collapses your chances of losing money, while also offering three new paths to early liquidity.

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See How It Works
The Problem

Late-stage concentration is a trap.

>70%
Of US VC-backed exits since 2022 returned less than the capital invested.
2–3 yrs
Typical wait from Series D to exit — but most secondary buyers won't quote you a price until you're worth $5B+.
30–50%
Discount on a solo secondary sale of late-stage stock — if you can find a buyer at all.
$0
Liquidity available to most late-stage founders and employees until exit.
"Concentration is how you build wealth.
Diversification is how you keep it."
— Gerald Loeb
The Solution

Diversification that actually
works at the late stage.

The core insight behind the ECLF is that a single late-stage position is binary — your worth is one cap-table entry away from a great IPO or a flat-to-down round. However, a pool of 50–75 elite Series C through pre-IPO companies is something fundamentally different: a diversified portfolio whose range of outcomes is dramatically narrower than any single name.

The power-law distribution of late-stage returns is well-behaved enough that the Central Limit Theorem applies — meaning that, beyond a certain pool size, your probability of losing money collapses asymptotically toward zero, even in stressed environments where two-thirds of recent late-stage exits have come back at less than 1×.

The ECLF is built explicitly for the stage at which diversification is the dominant risk-management tool. By contributing a small slice of your late-stage stock into the pool, you exchange concentrated, illiquid, single-name paper-money risk for diversified exposure to the most credible private companies in the US — without losing voting rights and without triggering a taxable event.

Step 01
Pledge up to 10% of your late-stage stock
No tax event. Voting rights retained. You remain in control of your company. The contribution is structured as a non-recognition event.
Step 02
Receive ECLF ownership at fair value
Your shares are pooled with 50–75 other top US Series C–pre-IPO companies. You now hold a stake in the collective — not just your own company.
Step 03
Variance compresses immediately
At 50 names, your probability of losing money in a normal market is effectively zero. Your worst case is no longer a single bad outcome — it is a diversified pool of the strongest late-stage companies in the US.
Step 04
Three liquidity paths unlock as the pool grows
Borrow, sell, or convert via §351 to a publicly traded ETF — on a ~1-3-year timeline rather than 5-10+.†
The Math

Why diversification works —
and what it actually does here.

Return distribution — by pool size
Mean MOIC is flat. The 5th-percentile floor rises sharply. Variance compresses. This is α > 3 territory — exactly what Othman (2019) predicted for late-stage venture.
Calibrated to PitchBook Q3 2024 (Series D+ failure 13%) and Othman (2019) extension to late stage. The seed-stage rising-mean regime documented by Koh & Othman (2020) does not apply here — that is exactly what makes late stage a different product. Run the live 10,000-path simulator for sensitivity analysis.
Probability of losing money — by pool size
In a normal late-stage market, 50 names drives loss probability effectively to zero (~0% across 10,000 paths). Even in a stressed regime calibrated to the post-2022 environment, 100 names is enough to push it under 3%.
Normal market: 13% failure rate, α = 3.0. Stressed: adds 30% partial-loss bucket (0.3×–0.7×) calibrated to post-2022 Series D+ exit environment. Run the live simulator to explore.

Late-stage venture returns do not follow a bell curve, but they are not as wild as seed-stage returns either. Empirically, they fit a power law with shape parameter α between 3 and 4 — a regime where the law of large numbers works for the pool. Failure rates compress (13% at Series D+ versus ~65% at seed), but so do the upside multiples (modal 1×–5×, rarely 10×+).

Critically, this means that as you add companies to the pool you get dramatic variance reduction: at 50 names, the 5th-percentile floor is ~1.34×, the 95th percentile compresses to ~2.24×, and the probability of losing money is effectively zero in normal markets. The mean sits flat at ~1.71× regardless of pool size — the pool is not making you richer, instead it is making you reliably richer.

This is the right tool for the right stage. At the late stage you want to ensure the wealth you've created on paper after all these years actually turns into real wealth. The tight distribution around a positive expected return while simultaneously an asymptotic drop towards zero percent likelihood of losing money means that this product is the closest thing the market can give you to a guarantee that you will be able to see real cash value from your current equity. Plus, the ECLF gives you an early-liquidity ladder with three different ways to access early liquidity from your shares.

Run the live 10,000-path Monte Carlo yourself
How It Works

Four superpowers.
One structure.

The ECLF delivers variance reduction from day one; then unlocks three additional liquidity paths as the pool grows — each triggered by a clear NAV milestone.†

Superpower 01 — Active from day one
Diversification.
A single late-stage position is binary — you either get an exit at a good multiple or you watch your common equity value get crushed under layers of liq-pref in a down-round. A pool of 50–75 elite companies is mathematically different. Your 5th-percentile floor rises from 0× (single name) to ~1.34× at 50 names, and your loss probability collapses to effectively zero in normal markets.

Your worst case is no longer zero. Instead, it rises meaningfully above 1x
Without ECLF
Single-name risk. One bad outcome erases everything.
With ECLF
50+ elite Series C–pre-IPO companies. Loss probability under 0.1% in normal markets.
Superpower 02 — Pool reaches $200M NAV†
Institutional debt.
Once the pool crosses $200M NAV, Rising Tide arranges a debt facility. Borrow up to ~20–40% of NAV at institutional rates, with no taxable event and no surrender of pool ownership.
Without ECLF
Borrowing against private late-stage stock is generally not available below multi-billion-dollar valuations. Even if you can, you won't like the rates.
With ECLF
Borrow against a diversified, well-marked pool of late-stage names at institutional rates. Borrow more, for less.
Superpower 03 — Pool reaches $300M NAV†
Secondary at 5–10% discount.
Solo secondary sales of late-stage stock typically clear at 30–50% discounts. Once the ECLF crosses $300M NAV, Rising Tide's in-house Secondaries fund may be able to buy your ECLF stake at a 5–10% discount — materially better than what you'd get on your own, and with no need to find a buyer, or cover brokerage fees.
Without ECLF
30–50% discount, hard-to-find buyer, broker fees, single-name dependent.
With ECLF
5–10% discount, no broker fees, no need to find a buyer. Get paid more, faster.
Superpower 04 — Pool reaches $500M NAV†
§351 conversion to public ETF.
At $500M NAV, Rising Tide offers tax-optimised Section 351 conversions — exchanging your ECLF shares for shares in a publicly traded ETF without triggering capital gains. The result is liquid, exchange-traded shares you can hold, sell, borrow against at prime rates, or use in estate planning. If structured correctly with your estate planners, this method may defer taxes indefinitely.
Liquid currency
Trades on public markets like any stock.
Tax treatment
Capital gains deferred at conversion.†
The Bottom Line
Dramatic downside reduction. Earlier liquidity. Tax-efficient on entry and potentially on exit.
For exceptional late-stage founders, executives, and early employees, the ECLF delivers something no other product offers: dramatic variance reduction on a concentrated late-stage position, three paths to early liquidity including a §351 bridge to public-market liquidity — without surrendering voting rights or triggering a tax event on day one.
The Liquidity Ladder

Unlocking value at every stage.

Stage 1 ~$200M Pool NAV
Borrow against your ECLF stake
A debt facility opens, allowing you to borrow against the value of your pooled shares at institutional rates. No need to sell. No tax event
Without ECLF
Borrowing against single-name late-stage stock is typically capped at low LTV ratios and only available once the company is worth multi-billions.
Stage 2 ~$300M Pool NAV
Sell via Rising Tide's secondary fund
Rising Tide's in-house Secondaries fund may purchase your ECLF stake at a 5–10% discount — a fraction of the 30–50% you'd face on a solo secondary, and with no need to find a buyer.
Without ECLF
30–50% solo-secondary haircut. Hard to find a buyer. Single-name dependent.
Stage 3 ~$500M Pool NAV
Convert to a publicly traded ETF
Tax-optimised Section 351 conversions into publicly traded ETF shares. Trade on public markets, borrow at prime rates, or hold inside estate planning structures — with capital gains deferred at the point of conversion.†
Without ECLF
Wait for IPO or M&A — typically 2–3 years from Series D in current vintages, with no certainty of timing or price.
Eligibility
Series C, D, or pre-IPO US companies meeting inclusion criteria
Pool Size
50–75 companies (minimum 30 to close)
Stage
Series C through pre-IPO
Manager
Rising Tide Management LLC
Who It's For

Is the ECLF right for you?

The ECLF is structured for late-stage founders, executives, and employees — the stage at which diversification is the dominant risk-management tool. Find your path below.

Apply Now
Late-Stage US Founders & Executives
If you hold significant equity in a Series C, D, or pre-IPO US company and are looking to diversify a slice of that concentrated position — while retaining voting rights and deferring tax — the ECLF is built for you. Spaces are limited; the fund closes once the pool is full.
Apply Here
Express Interest
Pre-IPO Employees with Concentrated Stock
A significant equity stake in a late-stage private company with no clear path to near-term liquidity? The ECLF may offer the diversification and liquidity options you need. Register your interest and we'll be in touch when allocation opens.
Register Interest
Different Product
Seed-Stage Founders
The ECLF is structured for late-stage companies. If you're a seed-stage founder, our companion product, the EFLF, is built specifically for the math at your stage — where pooling actively raises expected return as well as reducing variance. The power-law property that makes the EFLF so compelling is only available at the earliest stage; don't let it pass.
Visit the EFLF →

† NAV milestones are targets, not guarantees, and are subject to market conditions and fund performance. The three additional liquidity paths (institutional debt access, secondary sale, and ETF conversion) may not be available to all pools or all investors, and are contingent on the fund reaching the stated NAV thresholds. Pricing for each liquidity path will be finalised at the time of the relevant transaction and is market-dependent. Nothing on this page constitutes a commitment, offer, or guarantee of liquidity. Section 351 tax-deferred ETF conversions must comply with applicable IRS and SEC regulations in effect at the time of conversion; consult your tax advisor.

Sources Power-law and return-distribution figures are calibrated to PitchBook Q3 2024 ("VC Returns by Series, Part IV"), Treble Peak (Oct 2024), Cambridge Associates US Venture Capital benchmarks (H1 2025), Othman (2019), and Koh & Othman (2020). The empirical regime contrast — seed-stage portfolios behaving as α < 2 (rising mean) versus late-stage portfolios behaving as α > 3 (flat mean, variance reduction) — is documented across these sources and is the foundation for why the EFLF and ECLF are structurally different products. Past performance is not indicative of future results.

Model methodology Modelled outcomes are produced by Monte Carlo simulation of 10,000 fund paths over a 4-year hold. Each company in the pool draws an outcome from one of three buckets: failure (probability = failure-rate slider, returns 0×), partial loss (probability = partial-loss slider, uniform draw on 0.3×–0.7×), or power-law winner (remainder; inverse-CDF Pareto draw with shape parameter (α–1), capped at 30× — at default α=3.0 this gives a Pareto with standard shape parameter 2 and a capped winner mean of ~1.97×). Default sliders represent a normal Series D+ market (13% failure rate from PitchBook Q3 2024, α=3.0 from Othman 2019 extended to late stage, partial-loss bucket off). The stressed regime turns the partial-loss bucket on at 30% to approximate the post-2022 Series D+ environment. See the ECLF Simulator for full controls and sensitivity analysis. These figures are model outputs derived from historical data and do not constitute a guarantee of performance or return of capital. Actual results will differ.