Investment Committee Memo Template: A Structure That Survives Scrutiny

An IC memo is not a pitch. It is a decision document. Its job is to make your best arguments legible to a skeptical reader and to make your risks explicit so the team can decide with eyes open.

The best memos are simple. They separate facts from narrative, include evidence for every important claim, and make the decision clear. The worst memos are a story with a lot of adjectives.

This template is designed for venture deals and works for seed through growth. Copy it and adapt to your fund.

The Core Principle: Facts, Then Interpretation

Most IC disagreements come from mixing observation and interpretation. A strong memo keeps them separate:

• Fact: what you saw, measured, or heard (and where it came from).
• Interpretation: what it implies and why it matters for the investment.

IC Memo Template (Copy This)

1) One-Page Summary

• Company: what they do in one sentence
• Round: amount, valuation, ownership target, and pro-rata plan
• Recommendation: invest / pass / hold (make a call)
• Top 3 reasons to believe
• Top 3 reasons to worry
• Decision needed by: date and why

2) The Problem and Customer

• Who is the buyer, user, and economic decision maker?
• What is the painful, frequent problem?
• What triggers the purchase decision?
• Why do customers switch, and why do they churn?

3) Market and Timing

• Bottom-up market sizing assumptions
• Why now: platform shift, regulation, cost curve, or workflow change
• Competitive landscape and likely future entrants

4) Product and Differentiation

• Time-to-value: what the customer gets in week one
• What is hard to copy: distribution, data, workflow lock-in, or switching costs
• Roadmap for the next two quarters

5) Traction (With Evidence)

• Customer list and contract basics
• Retention: logo retention and revenue retention (if relevant)
• Pipeline: sources, conversion, and cycle time
• Pricing and willingness to pay

6) Business Model and Unit Economics

• Gross margin and what drives it
• CAC and payback by channel and segment
• Contribution margin (or the path to it)

7) Team

• Founder-market fit and key prior experiences
• Hiring plan: next 3 hires tied to milestones
• Reference check summary and any concerns

8) Risks and Mitigations

This section should be painfully honest. If your risks are generic, your diligence was generic.

• Top 5 risks, each with leading indicators and mitigation plans
• What would change your mind after investing?
• Key unknowns and what evidence would resolve them

9) The Deal

• Proposed terms and any unusual clauses
• Ownership math across future rounds
• Governance: board, protective provisions, information rights
• Use of proceeds and milestone plan

10) The IC Decision

• Recommendation and why
• What you need from IC (yes / no / condition)
• Next steps and timeline

How To Make This Template Actually Work

• Keep evidence close: every important claim should have a link, screenshot, note, or reference.
• Write the risks first, then write the reasons to believe. It forces honesty.
• Use the same template for every deal so your team can compare memos quickly.

Related Reading

If you want to see how bad reasoning sneaks into memos, this is a good companion:

The Memo That Killed The Deal: Inside 7 IC Rejections That VCs Still Regret

And if you need a fast screening process before the memo:

Deal Screening Rubric: A 15-Minute First Pass That Scales