Armour Capital Management LP

Item 5 - Fees and Compensation

ARMOUR

       Base Management Fee

        For the services we render under ARMOUR's IMA, ARMOUR pays ACM each month, in arrears,
compensation equal to 1/12th of the sum of (a) 1.5% of the "Gross Equity Raised" up to $1 billion plus
(b) 0.75% of the "Gross Equity Raised" in excess of $1.0 billion (the "Base Management Fee") within
one (1) Business Day after the end of such month. Pursuant to ARMOUR’s IMA, the Base Management
Fee shall not ever be less than 1/12th of the "Annual Minimum Fee," defined as $900,000 for each fiscal
year under the IMA. In the event of a termination of the IMA, the Base Management Fee shall be pro-
rated based upon the number of days elapsed in such calendar month of termination prior to the effective
date of such termination. Under the IMA, "Gross Equity Raised" means an amount in dollars calculated
as of the date of determination that is equal to (a) the initial equity capital that ARMOUR raised
following the consummation of its merger on November 6, 2009, plus (b) equity capital raised in public
or private issuances of ARMOUR’s Equity Securities (calculated before underwriting fees and
distribution expenses, if any), less (c) capital returned to the stockholders of ARMOUR which shall
include (i) the purchase price of Equity Securities repurchased by ARMOUR, and (ii) capital returned to
stockholders shall include liquidating distributions as approved and so designated by a majority of the
board of directors of ARMOUR, as adjusted to exclude (d) one-time charges pursuant to changes in
GAAP and certain non-cash charges after discussion between ACM and ARMOUR's board of directors
and approval by a majority of ARMOUR's board of directors. Gross Equity Raised as of December 31,
2025 was $5,366,342,812.

        ACM began waiving 40% of its management fee during the second quarter of 2020 and on
January 13, 2021, ACM notified ARMOUR that it intended to adjust the fee waiver to the rate of
$2,400,000 for the first quarter of 2021 and $800,000 per month thereafter. On April 20, 2021, ACM
notified ARMOUR that it intended to adjust the fee waiver to the rate of $2,100,000 for the second
quarter of 2021 and $700,000 per month thereafter. On October 25, 2021, ACM notified ARMOUR that
it intended to adjust the fee waiver from the rate of $700,000 per month to $650,000 per month, effective
November 1, 2021. On February 14, 2023, ACM notified ARMOUR that it intended to adjust the fee
waiver to the rate of $1,650,000 for the first quarter of 2023 and it remained $550,000 per month through
December 31, 2025. On December 22, 2025, ACM notified ARMOUR that it was terminating the
voluntarily waiver. The termination of the waiver is effective for the contractual management fee that
becomes due and payable after February 1, 2026 (relating to services for the month of January 2026).

        We use the proceeds from the Base Management Fee in part to pay compensation to our officers
and personnel who, notwithstanding that certain of them also are officers of ARMOUR, receive no
compensation directly from ARMOUR. The Base Management Fee is also in part the source of
distributions paid to the partners, certain of them who are also directors and/or past and present officers
of ARMOUR.

       Equity Compensation

        ARMOUR, from time to time and at its discretion, may award equity incentive-based
compensation grants to ACM for the benefit of those of our officers and personnel who provide substantial
services for the benefit of ARMOUR or may award such grants directly to our officers, personnel and
directors of ARMOUR.

       Termination Fee

        Under the operative IMA, ARMOUR is obligated to pay us a termination fee equal to four (4)
times the Base Management Fee paid to ACM in the preceding full twelve (12) months, calculated as of
the effective date of the termination of the IMA, only if ARMOUR terminates the IMA without
"Cause" (as defined in the IMA). During the current term, ARMOUR may only terminate the IMA for
Cause, or in connection with a Corporate Event.

       Reimbursement of Expenses

        ARMOUR pays all of its costs and expenses, including ACM’s costs and expenses (including for
goods and services obtained from third parties) incurred solely on behalf of ARMOUR or any subsidiary
thereof or in connection with the IMA, except for the cost and expenses not reimbursable under the IMA,
which are costs and expenses specifically required to be borne by ACM. The expenses required to be paid
by us are described later in this Item 5. The expenses required to be paid by ARMOUR include:

      i.   all costs and expenses associated with ARMOUR's formation and capital raising activities,
           including, without limitation, the costs and expenses of the preparation of its registration
           statements, and any and all costs and expenses of any public offering of ARMOUR, any
           subsequent offerings and any filing fees and costs of ARMOUR being a public company,
           including, without limitation, filings with the SEC, the Financial Industry Regulatory
           Authority (“FINRA”), and any exchange or over the counter market, among other such
           entities;

     ii.   all of ARMOUR's costs and expenses of ARMOUR in connection with the acquisition,
           disposition, financing, interest rate risk mitigation, administration, and ownership of its or any
           of its subsidiary’s investment assets (including, without limitation, the assets in which
           ARMOUR invests) and including, without limitation, costs and expenses incurred in
           contracting with third parties, including any person controlling, controlled by, or under
           common control with us (as may be approved by ARMOUR pursuant to the terms of the
           IMA), to provide such services, such as legal fees, accounting fees, consulting fees, trustee
...

Item 7 - Types of Clients

      ACM provides investment and portfolio management services to real estate investment trusts (or
REITs) and separately managed accounts (please refer to Item 4 for further details). Clients who are
REITs generally invest in MBS, subject to certain investment guidelines and regulatory income tests.

         ACM also has historically managed, and may in the future manage, the assets of separately
managed accounts, in each case in accordance with certain negotiated restrictions, including contractual
restrictions, investment guidelines and any other material operating policies to which the client may be
subject. Our role as the manager to such accounts is subject to the terms of the applicable investment
management agreement and the direction and oversight of the client or its governing board. Under the
applicable investment management agreement governing the relationship between ACM and the
beneficial owner of a separately managed account, the client (or beneficial owner of the account) is able
to limit ACM’s management, services, and other activities performed by us on the client’s behalf.