Compass Diversified Holdings, a Delaware statutory trust (�Holdings�, or the
�Trust�), was incorporated in Delaware on November 18, 2005. Compass Group
Diversified Holdings, LLC, a Delaware limited liability Company (the �Company�),
was also formed on November 18, 2005. The Trust and the Company (collectively
�CODI�) were formed to acquire and manage a group of small and middle-market
businesses headquartered in North America. The Trust is the sole owner of 100%
of the Trust Interests, as defined in our LLC Agreement, of the Company.
Pursuant to the LLC Agreement, the Trust owns an identical number of Trust
Interests in the Company as exist for the number of outstanding shares of the
Trust. Accordingly, our shareholders are treated as beneficial owners of Trust
Interests in the Company and, as such, are subject to tax under partnership
income tax provisions.