NISM Series XIX-D Syllabus: Category I and II AIF Managers
All 14 chapters of the Category I and II AIF Managers workbook, with the weightage each carries in the exam.
The NISM Series XIX-D workbook has 14 chapters in four sections. Section A (chapters 1 and 2) is a short refresher on investments. Section B (chapters 3 to 8) explains the AIF itself: categories, the ecosystem, structuring, fees, performance and legal documents. Section C (chapters 9 to 12) is about managing the investments: strategies, the investment process and governance, valuation, monitoring and exit. Section D (chapters 13 and 14) covers taxation and the regulatory framework.
NISM publishes the marks each chapter carries, and they add up to the 100-mark paper. Chapters 1 and 2 share 2 marks between them. Eight chapters carry 10 marks each.
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Chapter weightage
From the workbook's chapter-wise weightage table. Marks are out of 100.
| Chapter | Marks |
|---|---|
| 1. Investments Landscape | 2 (jointly with chapter 2) |
| 2. Types of Investments | Included above |
| 3. Alternative Investment Funds in India and its Suitability | 2 |
| 4. Alternative Investment Fund Ecosystem | 5 |
| 5. Alternative Investment Fund Structuring | 10 |
| 6. Fee Structure of Alternative Investment Funds | 10 |
| 7. Fund Performance and Benchmarking | 10 |
| 8. Legal Documentation and Negotiations | 6 |
| 9. Investment Strategies | 10 |
| 10. Investment Process and Governance of Funds | 10 |
| 11. Valuation | 10 |
| 12. Fund Monitoring, Reporting and Exit | 10 |
| 13. Taxation | 5 |
| 14. Regulatory Framework | 10 |
| Total | 100 |
Where the marks sit
Chapters 5, 6, 7, 9, 10, 11, 12 and 14 carry 10 marks each: 80 of the 100. The first four chapters together carry 9. The paper also has 40 marks of case-based questions, and the weightage table counts those inside the chapter marks without saying which chapters the cases come from.
Free account, this exam preselected.
What each chapter covers
Grouped from the July 2026 workbook's sub-headings.
- 1. Investments Landscape
- What an investment is, investment versus speculation, investment objectives (return, risk, liquidity, time horizon and constraints) and how the required rate of return is built up from real return, inflation and a risk premium.
- 2. Types of Investments
- Traditional against alternative investments; equity, debt, cash and real assets; private equity, venture capital, private debt, real estate, infrastructure, hedge funds and commodities; channels for investing; and the role and growth of alternative investments in a portfolio.
- 3. Alternative Investment Funds in India and its Suitability
- How AIFs grew in India, Category I (with its sub-categories), Category II and Category III compared, suitability of AIF products for investors, the current AIF market, and AIFs as a diversification and risk management tool.
- 4. Alternative Investment Fund Ecosystem
- The participants: investors, sponsors, trustees, managers and service providers such as the custodian, RTA, valuer, auditor, legal advisers and placement agents. Also capital commitment, sponsor commitment and drawdown, due diligence and ESG, first close, final close and the green shoe option, fees and the distribution waterfall, the term sheet and the private placement memorandum (PPM).
- 5. Alternative Investment Fund Structuring
- The principle of pooling, the trust, LLP and company forms an AIF can take, common structures (domestic, unified or co-investment, and offshore feeder) and how they compare.
- 6. Fee Structure of Alternative Investment Funds
- Management fees, set-up costs and fund expenses; hurdle rates and how they are computed; high-water mark and catch-up; carried interest and the European and American waterfalls, with worked computations.
- 7. Fund Performance and Benchmarking
- Risks in AIFs (market, liquidity, credit, operational, concentration, valuation, regulatory), return measures (IRR, XIRR, TVPI, DPI, RVPI, MOIC and PME), pre-tax and post-tax returns, benchmarking and benchmarking agencies, and a worked-out case.
- 8. Legal Documentation and Negotiations
- The trust deed, LLP deed or memorandum and articles, the investment management agreement, the subscription (contribution) agreement, the PPM with its contents and disclosures, wrappers and support services agreements.
- 9. Investment Strategies
- Fund-raising stages of a young company, and the strategies Category I and II AIFs follow: angel, venture capital, growth, buyout, private credit and venture debt, real estate, infrastructure, special situations and fund of funds. Also idea versus opportunity and deal sourcing.
- 10. Investment Process and Governance of Funds
- Deal sourcing and due diligence, definitive agreements and investor protection rights, the governance structure SEBI requires (investment committee, conflicts of interest, duties of manager and sponsor), co-investments, the code of conduct and industry best practices.
- 11. Valuation
- Valuing fixed income instruments, equity and business valuation (asset-based, discounted cash flow, relative or multiple-based), valuing portfolio companies and the fund, NAV, the valuation regulations, third-party registered valuers and reporting the value of AIF units.
- 12. Fund Monitoring, Reporting and Exit
- Monitoring fund progress, the regulatory framework for reporting to investors and SEBI, exit routes (IPO, strategic sale, buyback, secondaries), winding up, liquidation and the dissolution period.
- 13. Taxation
- Pass-through status of Category I and II AIFs under the Income-tax Act, tax at fund and investor level, withholding by the AIF and by portfolio companies, set-off and carry forward of losses, GAAR, the Multilateral Instrument and other applicable taxes.
- 14. Regulatory Framework
- The SEBI (Alternative Investment Funds) Regulations, 2012: registration and eligibility, sponsor and manager commitment, open-ended and close-ended funds, first close, final close and tenure, the accredited investor framework, investment conditions and general obligations. Then FEMA and foreign investment in and by AIFs, PMLA, other SEBI regulations, the DPDP Act, 2023, and FATCA and CRS.
What kind of paper this is
NISM's stated aim is a common minimum knowledge benchmark for Category I and II AIF managers and their key investment team. The examination objectives list suitability, the ecosystem, the manager's duties and conflicts of interest, fund and fee structures, performance measurement and benchmarking, strategies, due diligence and governance, documentation, valuation, monitoring and reporting, exits, taxation, and the regulations: SEBI (AIF) Regulations, FEMA, PMLA, SEBI (PIT) and SEBI (PFUTP) Regulations.
A good part of the syllabus is numerical. Fee and waterfall computations, IRR and multiples, valuation and tax calculations all appear in the workbook as worked examples, and the workbook's three sample case studies deal with incentive fees and with tax on fund income and distributions. The workbook notes that test centre workstations carry Microsoft Excel or LibreOffice for numericals.
Check the workbook version
This page follows the July 2026 workbook, which NISM says to use for the exam on or after September 11, 2026. AIF rules change often and the exam follows the current version. Confirm the version on NISM's Series XIX-D page before you start.
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