# Investment committee

> An investment committee is the group of partners, sometimes with outside members, that makes a venture fund's final decision to invest. A deal team brings a memo and a recommendation, the committee questions the risks and evidence, and it decides by vote or consensus under rules set in the fund's documents. At a small fund the investment committee may simply be the two or three partners.

Source: https://delsivo.com/glossary/investment-committee · Updated 2026-11-06

## Key takeaways

- The committee decides; the deal team recommends.
- Voting rules (unanimity, majority, a veto) come from the fund's documents.
- Record the decision, the reasons and any dissent with the memo it was based on.

## How an investment committee meeting runs

1. The deal team circulates the memo and supporting evidence before the meeting.
2. The sponsor summarises the case, the terms and the open risks.
3. Members ask questions, often starting with the weakest claim.
4. The committee decides: invest, pass, or more work with named questions.
5. Someone records the decision, the reasons and any dissent.

## An example from a small fund

At a fictional three-partner seed fund, any partner can bring a deal, two of three must approve, and one partner may ask for a week's delay once per deal. The memo is frozen the day before, so the discussion is about the same document everyone read.

## Where the committee sits in a fund's process

The committee is the last stage before a term sheet or closing, but its questions shape diligence earlier. Teams that know what the committee always asks collect that evidence sooner. Committee features in Delsivo, including memos, frozen packets, independent reviews and recorded decisions, are planned for a later release.

## Common confusions

- Investment committee versus board: a company's board governs the company; a fund's committee decides the fund's investments.
- Investment committee versus advisory committee: an LP advisory committee usually reviews conflicts and fund matters, not individual deals.
- A committee vote is not a guarantee of closing. Diligence and documents can still change the outcome.

## Frequently asked questions

### Who sits on a venture fund's investment committee?

Usually the general partners. Some funds add senior advisers or venture partners, with or without votes, as set in the fund's documents.

### Do small funds need a formal investment committee?

They need an agreed decision rule and a record of each decision. Whether that is called a committee matters less.

### What does an investment committee need to see?

A memo with the case, the terms, the evidence for key claims, the main risks and a clear recommendation.

## Related pages

- [Investment committee agenda](https://delsivo.com/templates/investment-committee-agenda)
- [Investment memo](https://delsivo.com/glossary/investment-memo)
- [Investment committee software](https://delsivo.com/investment-committee-software)
- [How to run an investment committee](https://delsivo.com/how-to-run-an-investment-committee)