A. Introduction
IGP is a private equity firm which primarily provides advice on and manages investments in
privately-held, middle market manufacturing and industrial services companies. IGP is a
California limited liability company formed in September of 1997. IGP is primarily owned by
Robert Austin, David DiFranco, Eric Heglie, and Jeffrey Webb. Messrs. Austin, DiFranco, Heglie,
and Webb, along with Timothy Heston, the remaining owner of IGP, are hereafter referred to as
the “Principals”.
IGP provides discretionary investment advisory services to a number of private pooled investment
vehicles, typically organized as limited partnerships (the “Funds”).
The Funds currently advised by IGP are:
• Industrial Growth Partners IV, L.P. a Delaware Limited Partnership (“IGP IV”);
• Industrial Growth Partners V, L.P., a Delaware Limited Partnership (“IGP V”);
• Industrial Growth Partners V AIV, L.P., a Cayman Islands Exempted Limited Partnership
(“IGP V AIV”); and
• Industrial Growth Partners VI, L.P., a Delaware Limited Partnership (“IGP VI”)
In addition, IGP advises three side-by-side vehicles, IGP Fund IV Operating Executive Fund, LLC
(“IGP OE IV”), IGP Fund V Operating Executive Fund, LLC (“IGP OE V”), and IGP Fund VI
Operating Executive Fund, LLC (“IGP OE VI”, and together with IGP OE IV and IGP OE V, the
“IGP OE Funds”). The Funds and the IGP OE Funds are hereafter collectively referred to as the
Advisory Clients. IGP OE IV, IGP OE V, and IGP OE VI, Delaware Limited Liability Companies,
were formed to make equity and equity related investments on a side-by-side basis with IGP IV,
IGP V / IGP V AIV, and IGP VI, respectively. It should be noted that IGP does not receive any
management fees or performance allocation directly from the IGP OE Funds, however the side-
by-side vehicles are considered clients for purposes of this Brochure.
The Advisory Clients are not registered under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and the securities of the Advisory Clients are not registered
under the Securities Act of 1933, as amended (the “Securities Act”).
Affiliates of IGP serve as the general partners or managers of the Advisory Clients (the “Affiliated
General Partners”). Each of the Affiliated General Partners is a related person of IGP.
Each Advisory Client is governed by a limited partnership agreement or an operating agreement
(each, a “Fund Agreement”) that specifies the specific investment guidelines and investment
restrictions applicable to the Advisory Client. In addition, the private placement memoranda, if
applicable, prepared for the investors of each Advisory Client also contain information regarding
the intended investment program for such Advisory Client. IGP, together with the Affiliated
General Partners, provides investment management and administrative services to the Advisory
Clients in accordance with the applicable Fund Agreements, private placement memoranda and
other offering materials. Each of the Affiliated General Partners retains management authority
over the business and affairs, including investment decisions of the
Advisory Clients, for which it
serves as general partner or manager.
The investors in the Advisory Clients (“Investors”) are “qualified purchasers” (as defined in the
Investment Company Act), and may include, among others, high net worth individuals, pension
and profit-sharing plans, trusts, endowments, estates, charitable organizations, corporations,
limited partnerships and limited liability companies.
B. Investments
IGP offers advice solely with respect to the investments made by the Advisory Clients, which
generally consist of private company securities, by identifying investment opportunities and
participating in the acquisition, management, monitoring and disposition of investments for each
Advisory Client.
IGP generally has broad and flexible investment authority with respect to the Advisory Clients.
Each Advisory Client’s investment objectives and strategy are set forth in the relevant Fund
Agreement and a confidential private placement memorandum, as applicable. All Investors in the
Advisory Clients are urged to carefully review those documents.
IGP’s investment strategy primarily targets North American‐based lower middle‐market
manufacturing and industrial services companies.
IGP generally provides services to each Advisory Client and/or its Affiliated General Partner
pursuant to separate agreements (the “Management Agreements”) which set forth the terms of the
services to be provided by IGP.
C. Advisory Services
As noted above, the clients of IGP are the Advisory Clients. IGP tailors its investment advice to
each Advisory Client in accordance with the Advisory Client’s investment objectives and strategy
as set forth in the relevant Fund Agreement and confidential private placement memorandum, as
applicable. IGP does not tailor its advisory services to the individual needs of Investors and does
not accept any sort of investment restrictions as it relates to the Advisory Clients.
The Investors in each Advisory Client are able to negotiate the terms of the applicable Fund
Agreement in connection with their investments in such Advisory Client. In certain cases, the
Affiliated General Partners may enter into side letter agreements with certain Investors in an
Advisory Client establishing rights under, or supplementing or altering the terms of, the applicable
Fund Agreement; however, it should be noted that in the future IGP may, in rare instances, agree
to modify certain rights and privileges for certain Investors which are not available to other
Investors (including without limitation, transparency rights, reporting rights, capacity rights,
approval rights and certain other protections and the right to receive certain special allocations).
Once invested in an Advisory Client, Investors generally cannot impose additional investment
guidelines or restrictions on such Advisory Client.
D. Wrap Fee Programs
IGP does not participate in any wrap fee programs.
E. Client Assets
As of December 31, 2023, IGP manages $1.74 billion of Advisory Client assets on a discretionary
basis. IGP does not currently manage any Advisory Client assets on a non-discretionary basis.