X0202 3 2006-05-16 0 0001345122 Compass Group Diversified Holdings LLC CODI 0001345126 Compass Diversified Trust SIXTY ONE WILTON ROAD SECOND FLOOR WESTPORT CT 06680 0 0 1 0 Trust Interests 13500000 D Each Share issued by Compass Diversified Trust (the "Trust") corresponds to one underlying Trust Interest of Compass Group Diversified Holdings LLC (the "Company") held by the Trust. Pursuant to the Amended and Restated Trust Agreement of the Trust and the Amended and Restated Operating Agreement of the Company, unless the Trust is dissolved, it must remain the holder of 100% of the Trust Interests of the Company and at all times the Company will have outstanding the identical number of Trust Interests as the number of outstanding Shares of the Trust. Compass Diversified Trust By: Compass Group Diversified Holdings LLC, as Sponsor of the Trust By: /s/I.Joseph Massoud Title: Chief Executive Officer 2006-05-16