July 20, 2026 · IC memos, Glossary
What is an IC memo?
By Emily Buckley, founder of SamCIO
An IC memo (investment committee memo) is the document a fund's partners use to decide whether to pursue, diligence further, or pass on a deal. It is written by the deal lead, ahead of an investment committee meeting, and it is meant to stand on its own: a partner who missed the pitch should be able to read the memo and vote with confidence.
What goes in an IC memo
A good memo covers the same ground every time, deal to deal:
- Recommendation. Pursue, diligence, or pass, stated up front, with the reasoning that matters most.
- Thesis fit. Whether the deal matches the fund's stated thesis, and what it does not match.
- Market. The size of the opportunity, with the deck's claims separated from the author's own view.
- Team. What the founders have actually shipped, sold, or survived, not adjectives about them.
- Traction and terms. Revenue and growth with time periods attached, plus what the round terms imply.
- Risks and mitigants. The ways the deal could fail, ranked, each with a mitigant or an honest "none."
- Return case. Entry ownership and exit scenarios, usually low, base, and high, with MOIC and IRR under each.
That is the structure. If you want the section-by-section detail, with what separates a defensible memo from a decorative one, see how to write an IC memo.
Who writes it, and when
Typically the deal lead or a junior analyst drafts the memo after diligence calls are done but before the IC meeting, so the committee has time to read it beforehand. Some funds require a short pre-read memo at first pass and a full memo before the final vote, so the committee's attention scales with how far a deal has progressed.
Why funds bother
Three reasons this artifact earns its keep:
It forces a decision, not a discussion. A memo with a recommendation on page one commits the author to a position before the room can argue them out of it in real time.
It makes deals comparable. When every memo follows the same structure, deal #40 can be measured against deal #4. When every partner writes their own format, the archive is a pile of essays.
It creates a record. Two years from now, when an LP or a new partner asks "why did we pass on that one," the memo (and the vote attached to it) has the answer. Without one, the answer is whoever remembers loudest.
What a weak memo looks like
The most common failure mode is a memo that just restates the pitch deck: market size from the deck, team bios from the deck, a return case that assumes the deck's growth rate holds. That is not analysis, it is a transcription with a recommendation stapled on. The second most common failure is a memo written after the partners have already decided informally, to justify a call that was made in the hallway. Both produce a document that looks like diligence but is not.
How SamCIO fits in
Writing a full memo to this standard, with sourced claims and ranked risks, takes an analyst most of a week per deal by hand. SamCIO drafts the memo from your data room, model, and the calls and emails your team already had, in about a minute, so the standard holds even when deal flow is heavy. You still edit it and the committee still decides, but the first draft no longer eats the week.
If you are setting up an IC process from scratch, start with the structure guide and adapt the sections to your fund's stage and thesis.