Ellington Credit Company Management LLC

Item 5. Fees and Compensation

Under the terms of the investment advisory agreement, dated as of April 1, 2025, with Ellington
(the “Investment Advisory Agreement”), EARN pays Ellington a “Base Management Fee” equal
to 1.50% per annum of EARN’S Net Asset Value (as defined below), calculated and payable
quarterly in arrears.

In addition to the Base Management Fee, EARN pays Ellington a performance fee (the
"Performance Fee"). The Performance Fee is calculated and payable quarterly in arrears based
upon EARN’s Pre-Performance Fee Net Investment Income (as defined in the Investment
Advisory Agreement),with respect to each fiscal quarter, and is subject to a hurdle rate, expressed
as a rate of return on EARN’S common equity, equal to 2.00% per quarter (i.e. 8.00% per annum),
and is subject to a "catch-up" feature. Specifically:

   •   If EARN’s Pre-Performance Fee Net Investment Income for a fiscal quarter does not
       exceed the Hurdle Amount (as defined in the Investment Advisory Agreement,) for such
       quarter, then no Performance Fee is payable to Ellington with respect to such quarter;

   •   If EARN’s Pre-Performance Fee Net Investment Income for a fiscal quarter exceeds the
       Hurdle Amount for such quarter but is less than or equal to 121.21% of the Hurdle Amount,
       then 100% of the portion of EARN’s Pre-Performance Fee Net Investment Income that
       exceeds the Hurdle Amount (the “Catch-Up”) is payable to Ellington as the Performance
       Fee with respect to such quarter. Therefore, once EARN’s Pre-Performance Fee Net
       Investment Income for such quarter exactly reaches 121.21% of the Hurdle Amount,
       Ellington will have accrued a Performance Fee with respect to such quarter that is exactly
       equal to 17.5% of the Pre-Performance Fee Net Investment Income (because 21.21% of
       the Hurdle Amount (which is the Pre-Performance Fee Net Investment Income captured
       by Ellington during the Catch-Up phase) is equal to 17.5% of 121.21% of the Hurdle
       Amount (which is the entire Pre-Performance Fee Net Investment Income at the end of the
       Catch-Up phase)); and

   •   If EARN’s Pre-Performance Fee Net Investment Income for a fiscal quarter exceeds
       121.21% of the Hurdle Amount for such quarter, then 17.5% of EARN’s Pre-Performance
       Fee Net Investment Income is payable to Ellington as the Performance Fee with respect to
       such quarter.

For further information, including concerning the methodology for calculating the Base
Management Fee and the Performance Fee, including the calculation of the Net Asset Value these
purposes, investors in EARN should consult the most recent prospectus or periodic report prepared
for the company on Form N-CSR and available through the SEC’s website at
http://www.sec.gov/edgar/searchedgar/webusers.htm.

                  E L L I N G T O N CREDIT COMPANY M A N A G E M E N T
                                  Form ADV Part 2A Brochure

In addition, in some cases, the Ellington Group serves as the administrator or in a similar role with
respect to certain investments and transactions in which Clients have invested, and in that capacity
the Ellington Group in certain cases is paid a periodic fee for providing these administrative
services.

Please see “Performance-Based Fees and Side-by-Side Management” and “Administrative,
Servicing, and Other Fees” below for further discussion of such fees and the conflicts of interest
they can create. See “Brokerage Practices” below for additional information regarding brokerage
expenses or costs.

Valuation

The market for the Fund’s targeted investments is more limited than the market for other credit-
related investments. As a result, the Fund’s investments are generally measured at fair value. The
values of such investments are determined by the Adviser in good faith, subject to the EARN
Board’s oversight and in accordance with the Investment Company Act of 1940, or the “1940
Act,” and the Fund’s valuation policies, based on relevant information compiled by the Adviser
and third-party pricing services (when available), as follows:

   •   For investments that are readily valued, such as exchange-traded securities, valuations are
       generally based on market prices provided by recognized pricing sources.

   •   For investments that do not have readily available market quotations, including CLO
       securities and other structured products, the Adviser may value these investments using
       third-party pricing services, if available. The Adviser’s valuation committee oversees the
       valuation process and reviews third-party prices when received. In cases where third-
       party pricing is unavailable, deemed unreliable or otherwise not received, The Adviser
       may determine fair value in good faith using internal models, market data, and/or input
       from portfolio management.

Due to the limited market liquidity of certain investments, valuations may involve subjective
judgment and could differ materially from values that would be realized in an actual transaction.

Determination of Net Asset Value

The Fund’s “Net Asset Value” is determined as the value of the Fund’s total assets minus the
Fund’s liabilities. The Fund’s net asset value per common share, which is commonly referred to
as the Fund’s “NAV per common share,” is determined by dividing the Fund’s Net Asset Value
by the total number of common shares outstanding. The most significant estimate inherent in the
preparation of the Fund’s financial statements is the valuation of investments and the related
amounts of unrealized appreciation and depreciation of investments recorded. There is no single
method for determining fair value in good faith. As a result, determining fair value requires that
judgment be applied to the specific facts and circumstances of each investment while employing
...

Item 7. Types of Clients

Ellington provides investment advice to EARN, a publicly traded registered investment company
and its subsidiaries. The Ellington Group generally provides investment advice to pooled
investment vehicles and to institutional Clients for whom the Ellington Group manages a separate
account or dedicated investment vehicle.