In the dynamic landscape of investment, the venture into unlisted securities, particularly through vehicles like Alternative Investment Funds (AIFs), necessitates a vigilant focus on investor protection. This article delves into the intricate web of rights and safeguards embedded in AIF structures, emphasizing the need for robust governance, transparent disclosure, and strategic benchmarking.

As we explore the nuances of investor agreements, distribution dynamics, and performance measurement tools, a comprehensive understanding of the AIF realm emerges, shedding light on the delicate balance between risk and return.

Let’s take a look at some of the key aspects:

  1. Investor Protection Rights:
    • Venture capital investors often base valuations on technical or commercial milestones rather than future forecasts.
    • Provisions regarding dividends, anti-dilution rights, and veto rights are implemented to protect investor interests.
    • Investors may have affirmative rights, influencing corporate actions, and veto rights, allowing them to oppose certain decisions.
    • Liquidation preference ensures investors have a priority claim in case of liquidation.
  2. Co-Investment in AIFs:
    • Co-investments involve investors partnering with the AIF to invest directly in portfolio companies.
    • Two methods for co-investment: direct investment by investors or pooling funds in a co-investment vehicle managed by the AIF.
    • The trust structure is popular for AIFs due to its flexibility.
  3. Regulation on Governance Structure in AIFs:
    • SEBI AIF Regulations emphasize governance and conflict of interest issues.
    • Sponsors and managers must act in a fiduciary capacity, disclose conflicts, and establish policies to mitigate conflicts.
    • Robust governance structures are essential for transparency and compliance.
  4. Trust Document/Partnership Deed/Memorandum of Article:
    • AIFs can be constituted as trusts, LLPs, or companies, each with its own constitutional document.
    • Trust documents, LLP agreements, or memoranda and articles of association are registered with regulatory authorities.
    • These documents are shared with investors and SEBI for registration.
  5. Investor Contribution Agreement:
    • Contribution agreements outline terms between the AIF and investors, covering aspects like drawdowns, distribution waterfall, fees, and governance.
    • LLPs and companies have specific processes for receiving capital contributions.
  6. Role of Distributors in AIF:
    • AIF distributors play a crucial role in marketing, sales, support, and relationship management.
    • Distributor agreements define roles, responsibilities, commissions, and penalties for non-performance.
    • AIF distributors require sophistication in understanding and presenting these complex, illiquid products.
  7. Fund Benchmarking:
    • Performance benchmarking for AIFs became mandatory from October 1, 2020.
    • Various performance measurement tools include vintage year, IRR, multiples, quartile analysis, and Kaplan-Scholar Public Market Equivalent (KS-PME).
  8. Case Study – NIFTY AIF Benchmarks:
    • The case study provides a detailed analysis of Category I, II, and III AIFs, including their pooled IRR, equal-weighted IRR, and return multiples by vintage year.
    • Distribution analyses for IRR and TVPI are also presented, offering insights into the performance of different vintage years.
  9. Category III: AIF Performance Indices vs Public Market Indices (PMI):
    • AIF performance indices are compared with various Nifty TR indices over different time horizons.
    • The asset-weighted and equal-weighted indices are presented alongside public market indices.
  10. Category III: Growth of 100 Units of Investment Index:
    • A graphical representation of the growth of 100 units of investment in INR and USD terms is provided for different indices, showing their performance over time.


In navigating the complex terrain of AIF investments, the significance of investor protection rights becomes paramount. From affirmative and veto rights to meticulous governance structures and benchmarking tools, every facet is meticulously crafted to safeguard the interests of those venturing into the realm of unlisted securities.

As the landscape evolves, AIFs continue to shape the investment landscape, emphasizing the importance of transparency, accountability, and strategic decision-making. Investors, armed with knowledge and protected by well-defined rights, can navigate this intricate landscape with confidence and resilience.