What is an IC Memo?
An IC memo, short for investment committee memo, is the primary decision document a deal team produces to seek approval from the investment committee. It records the opportunity, the evidence gathered during diligence, the key risks, and the recommendation on whether to invest, at what price, and on what terms.
Why the IC memo exists
An investment committee is asked to approve capital deployments in a short meeting, often with limited time to read new material. The IC memo compresses weeks of diligence into a structured document a partner can absorb quickly and challenge on substance.
The memo also serves a second purpose. It becomes the permanent record of what the fund knew, what it assumed, and why it decided to proceed or pass. Years later, when portfolio performance is reviewed or LPs ask why a bet was taken, the IC memo is the source of truth.
Standard IC memo sections
Format varies by firm and strategy, but most institutional IC memos cover the following:
- Executive summary and recommendation. One page. The proposed investment, the amount, the ownership, the price, and the clear recommendation.
- Opportunity and thesis fit. What the company does, why it matters now, and how it maps to the fund's stated strategy.
- Market and competitive dynamics. Size, growth, structural drivers, adjacent players, and how the company is positioned.
- Team and founder assessment. Backgrounds, prior operating experience, reference checks, and the reason to back this team.
- Product and technology. What has been built, defensibility, roadmap, and technical risks.
- Financials and unit economics. Historical performance, forward plan, key assumptions, and sensitivities.
- Deal terms and structure. Round mechanics, valuation, governance rights, and exit alignment.
- Risks and mitigants. The genuine downside scenarios and how the fund plans to manage them.
- Appendices. Detailed diligence outputs, references, model outputs, and supporting evidence.
Common pitfalls
The most common failure mode is a memo that reads as advocacy rather than analysis. When the recommendation is clear from page one and every subsequent section is written to defend it, the committee is not receiving a decision document. It is receiving a sales pitch.
A second pitfall is thin evidence. When claims about market, moat, or team are asserted without underlying sources, the committee cannot separate what the deal team knows from what it hopes. Every meaningful claim should trace back to the primary source in diligence.
The third is length without structure. A fifty page memo that hides the recommendation and cannot be navigated wastes committee time and pushes partners to skim the parts that most need scrutiny.
How modern funds produce IC memos
Traditionally, IC memos were assembled by hand in Word or Google Docs from scratch for each deal. Diligence outputs, model results and reference notes were copied across, formatted, and passed between analysts and partners over several drafts.
Modern investment platforms draft the memo directly from the diligence workspace, with every claim linked to the underlying source. The deal team edits and challenges the draft rather than rebuilding it. Dissent, votes and follow up conditions are captured alongside the memo, so the record of the decision is preserved with the reasoning that produced it.
Automating IC memos with Reuben AI
Reuben AI drafts IC memos from the live diligence record, preserves dissent and votes, and keeps the full decision provenance for the life of the fund.