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A. Compass Group Management LLC, a Delaware limited liability company was founded in
2005 and at that time succeeded to the business of CGM International LLC, a Delaware limited liability
company that had been founded in 1998. CGM is privately owned by its members who founded the CGM
business, Elias J. Sabo, as Trustee for the Sabo Family Trust, Alan B. Offenberg, I. Joseph Massoud and
David P. Swanson.
B. CGM’s only business is its investment advisory and management services business.
CGM has two clients and does not solicit or accept retail or other clients that are not in some way related
to either of these clients. A description of each client, and the services provided to that client, appears
immediately below.
Compass Diversified Holdings. CGM manages the day-to-day business and operations of
Compass Diversified Holdings (NYSE: CODI) (hereinafter, “CODI”), a publicly traded holding
company, and its subsidiaries, pursuant to a management services agreement. In this role, CGM seeks to
generate superior risk-adjusted returns for CODI’s shareholders, as well as steady and growing cash
distributions, through CODI’s acquisition and control of a diverse set of North American middle-market
businesses. CGM identifies, evaluates, negotiates and, where appropriate, assists in consummating
acquisition activities on behalf of CODI and its subsidiaries. CGM’s key activities include, among other
things, identifying to the board of directors
of CODI potential acquisition target companies and, following
the acquisition of a new business by CODI, working with the management team of the acquired business
to aggressively pursue opportunities to grow medium- and long-term cash flow. In general, in providing
investment advice to CODI, CGM favors companies that are significant participants in growing segments
of the service, distribution or manufacturing sectors.
Anholt Investments, Ltd. Historically, CGM has managed a wide array of investments on behalf
of Anholt Investments, Ltd. (“Anholt”), including several partnerships with interests in venture capital
funds, several partnerships with interests in U.S. domestic buyout funds, a partnership owning a U.S.
domestic company, and a partnership owning securities in a publicly traded registered investment advisor.
Currently, CGM provides services for Anholt from time to time and on an ad hoc basis, and at the request
of Anholt.
C. CGM tailors its advisory services to the individual needs of its clients. Working with
each client, we establish the individual parameters that will apply to the provision of our services to that
client. Clients may impose restrictions on investing in certain securities or types of securities.
D. CGM does not participate in wrap fee programs.
E. As of December 31, 2023, CGM managed approximately $3,816,981,000 in assets under
management for CODI. It did not have any assets under management for Anholt. All of the assets were
managed on a non-discretionary basis.