AIF Managers I & II
AIF Manager certification for Category I & II funds — venture, PE, debt funds, fund operations and compliance.
Exam Pattern & Marking
Detailed Syllabus
13 chapters · 100 total marks
| # | Chapter | Marks | Practice Qs |
|---|---|---|---|
| 1 | CII Fee Structure | 10 | 50 |
| 2 | CII Fund Monitoring Reporting and Exit | 10 | 50 |
| 3 | CII Fund Performance and Benchmarking | 10 | 50 |
| 4 | CII Fund Structuring | 10 | 50 |
| 5 | CII Investment Process and Governance | 10 | 50 |
| 6 | CII Investment Strategies | 10 | 50 |
| 7 | CII Regulatory Framework | 10 | 40 |
| 8 | CII Valuation | 10 | 50 |
| 9 | CII Legal Documents and Negotiations | 6 | 30 |
| 10 | CII Ecosystem | 5 | 25 |
| 11 | CII Taxation | 5 | 25 |
| 12 | CII AIFs in India and Suitability | 2 | 10 |
| 13 | CII Investment Landscape and Types | 2 | 20 |
| Total | 100 | 500 |
Marks per chapter reflect the official NISM syllabus weightage. Practice question counts show the bank size in our app — use them to gauge depth of preparation needed per chapter.
Key Knowledge Areas
Overview
Series XIX-D is the AIF Manager certification specifically for Cat I and Cat II — VC, PE, debt funds, infrastructure, real estate, social impact. It overlaps with XIX-C (all categories) but skips Cat III leverage/derivative content, going deeper on long-only private market funds.
At a glance: 100 questions · 2 hours · 60% pass mark · 0.25 negative marking · ₹1,500 + GST.
Who should take XIX-D
- Principal officers at Cat I or Cat II AIF managers (VC, PE, debt, infra, real estate)
- Investment professionals at private market funds
- Limited partners’ (LPs’) own due-diligence teams
Key Knowledge Areas
Cat I/II investment strategies
| Strategy | Cat | Typical asset |
|---|---|---|
| Venture Capital | Cat I (VCF) | Early-stage equity |
| Infrastructure | Cat I (IF) | Project equity / debt |
| SME | Cat I (SME-AIF) | Small-cap businesses |
| Private Equity | Cat II | Growth / buyout equity |
| Real Estate | Cat II | Commercial / residential RE |
| Debt | Cat II | Mid-corporate debt, NCDs |
| Fund-of-funds | Cat II | Investments in other AIFs |
Fund monitoring
Active management of Cat I/II includes:
- Board representation in portfolio companies
- Regular financial reviews
- Strategic guidance
- Add-on investment decisions
- Exit planning
Legal documentation
| Document | Purpose |
|---|---|
| PPM | Investor disclosure of strategy, fees, risks |
| Trust deed / LLP agreement | Fund vehicle constitution |
| Investment Management Agreement | Manager’s role, fees |
| Subscription agreement | LP commitment |
| Side letters | Negotiated investor-specific terms |
Investor governance
LP rights typically include:
- Annual general meeting attendance
- Audit & accounts review
- Key person events (manager departure)
- LP advisory committee (LPAC) participation
Reporting & exit
Cat I/II close-ended funds have predefined fund life (typically 8-10 years + 2-year extensions). Within this:
- Investment period: 4-5 years
- Holding period: 3-5 years
- Exit period: distributing capital + returns
Key Fact: Distribution waterfall is critical to LP returns. Standard waterfall: return of capital → preferred return (8% IRR typical) → catch-up to GP → 80/20 split.
Exam Tips
Tip 1: Distribution waterfall mechanics (return of capital, hurdle, catch-up, carried interest) are the most-tested topic. Practise the cascade.
Tip 2: Cat I sub-categories (VCF, IF, SVF, AIF Social Impact) and their criteria carry 5+ marks.
Tip 3: PPM contents and SEBI compliance requirements (annual update, material change) appear regularly.
Tip 4: LP-GP economics — management fee on commitment vs invested, performance fee mechanics — are exam-favourites.
Try the Free Quiz
Test your knowledge with our free XIX-D practice quiz — or get the full bank of 500+ XIX-D questions plus mock tests in the NISM Exam Prep app.
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