(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction.

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule, or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed.

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1.	To elect the seven trustees nominated and recommended by the Board of Trustees, each to serve until the 2020 Annual Meeting of Shareholders or until such time as their respective successors are elected and qualified;

2.	To hold an advisory vote on executive compensation;

3.	To hold an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years;

4.	To ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the year ending December 31, 2019; and

5.	To transact such other business, if any, properly brought before the meeting.

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Q.	How will we solicit proxies for the Annual Meeting?

A.

We are soliciting proxies by mailing this Proxy Statement and proxy card to our shareholders. In addition to solicitation by mail, some of our trustees and officers and certain employees of EMG may make additional solicitations by telephone or in person without additional compensation for such activities. We will pay the solicitation costs and will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to beneficial owners.

Q.	Who is entitled to vote?

A.	All shareholders of record as of the close of business on March 22, 2019, which is the record date, are entitled to notice of and to vote at the Annual Meeting.

Q.	What is the quorum for the Annual Meeting?

A.

The presence at the Annual Meeting, in person or by proxy, of a majority of the votes entitled to be cast by the holders of all outstanding common shares of beneficial interest, $0.01 par value per share, of the Company, or "Common Shares," will constitute a quorum for the transaction of business. No business may be conducted at the meeting if a quorum is not present. As of the record date, 12,467,103 Common Shares were issued and outstanding. If less than a majority of our outstanding Common Shares entitled to vote are represented, in person or by proxy, at the Annual Meeting, the chairman of the meeting may adjourn or postpone the Annual Meeting to another date, time or place, not later than 120 days after the original record date of March 22, 2019. If a Common Share is deemed present at the Annual Meeting for any matter, it will be deemed present for all other matters. Pursuant to Maryland law, abstentions are treated as present for quorum purposes.

Q.	How many votes do I have?

A.	You are entitled to one vote for each whole Common Share you held as of the record date. Our shareholders do not have the right to cumulate their votes for trustees.

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Q.	How do I vote my shares prior to the Annual Meeting?

A.	If you are a shareholder of record, meaning that your Common Shares are registered in your name, you have three voting options. You may vote:

Q.	Can I vote my shares during the Annual Meeting?

A.	You may vote your shares during the Annual Meeting by visiting www.virtualshareholdermeeting.com/EARN2019 and following the instructions. You will need the 16-digit control number included in your proxy card, voting instruction form or Notice of Availability. You will be able to vote during the Annual Meeting until such time as the Chairman declares the polls closed.

Q.	How do I vote my Common Shares that are held by my broker?

A.	If you hold your Common Shares in "street name" through an account with a broker or bank, you may instruct your broker or bank to vote your Common Shares or revoke your voting instructions by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail and on the Internet.

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Q.	What am I voting on?

A.	You will be voting on:

Q.	What vote is required to approve the proposals assuming that a quorum is present at the Annual Meeting?

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Q.	Will there be any other items of business on the agenda?

A.

The Board of Trustees does not know of any other matters that may be brought before the Annual Meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the Board of Trustees. In the event that any other matter should come before the Annual Meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their discretion.

Q.	What happens if I submit my proxy without providing voting instructions on one or more proposals?

A.

Proxies properly submitted will be voted at the Annual Meeting in accordance with your directions. If the properly submitted proxy does not provide voting instructions on a proposal, the proxy will be voted, except in the case of a broker non-vote, to elect (FOR) each of the trustee nominees listed in "Proposal 1—Election of Trustees," in favor of (FOR) "Proposal 2—An Advisory (Non-Binding) ‘Say on Pay' Vote to Approve Executive Compensation,"  in favor of a vote annually for "Proposal 3—An Advisory (Non-Binding) Vote on the Frequency of Future Advisory ‘Say on Pay' Votes," and in favor of (FOR) "Proposal 4—Ratification of the Appointment of Independent Registered Public Accounting Firm for 2019."

Q.	Will anyone contact me regarding this vote?

A.	No arrangements or contracts have been made with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. Solicitations may be made by mail, telephone, facsimile, e-mail, or personal interviews.

Q.	Who will pay for this proxy solicitation?

A.

We will pay the entire expense of preparing, printing, and mailing the proxy materials and any additional materials furnished to shareholders. Proxies may be solicited by our trustees and officers and certain employees of EMG personally or by telephone without additional compensation for such activities. We also will request persons, firms, and corporations holding Common Shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners. We will reimburse such holders for their reasonable expenses.

Q.	May shareholders ask questions at the Annual Meeting?

A.	Yes.  You may vote and submit questions while attending the meeting online. You will need the sixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials in order to be able to enter the meeting.

Q.	What does it mean if I receive more than one proxy card?

A.	It probably means your Common Shares are registered differently and are in more than one account. Sign and return all proxy cards, or vote by the methods provided by your broker to ensure that all your Common Shares are voted.

Q.	Can I change my vote after I have voted?

A.	Yes. A shareholder may revoke a proxy at any time prior to its exercise by filing with our Secretary a duly executed revocation of proxy, by properly submitting by mail a proxy to our Secretary bearing a later date or by attending the meeting online and voting. Attendance at the meeting will not by itself constitute revocation of a proxy.

Q.	Can I find additional information on the Company's website?

A.

Yes. Our Internet website is located at www.earnreit.com. Although the information contained on our website is not part of this Proxy Statement, you can view additional information on the website, such as our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, charters of the committees of our Board and reports that we file with the Securities and Exchange Commission, or "SEC."

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1.	A trustee who is, or who has been within the last three years, an employee of our Company or any of its affiliates, or whose immediate family member is, or has been within the last three years, an executive officer of our Company or any of its affiliates.

2.	A trustee who has received or who has an immediate family member, serving as an executive officer, who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from our Company (excluding trustee and committee fees, and pension/other forms of deferred compensation for prior service that is not contingent in any way on continued service).

3.

(A) A trustee who is or whose immediate family member is a current partner of a firm that is our internal or external auditor; (B) a trustee who is a current employee of such a firm; (C) a trustee who has an immediate family member who is a current employee of such a firm and who personally works on our audit; or (D) a trustee who was or whose immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our audit within that time.

4.	A trustee who is or has been within the last three years, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executives at the same time serves or served on that company's compensation committee.

5.	A trustee who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues (as reported for the last completed fiscal year).

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•	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•	compliance with applicable governmental laws, rules, and regulations;

•	prompt internal reporting of violations of the code to appropriate persons identified in the Code of Business Conduct and Ethics; and

•	accountability for adherence to the Code of Business Conduct and Ethics.

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(1)	All share-based awards were granted pursuant to our 2013 Equity Incentive Plan. The aggregate grant date fair value was calculated in accordance with the Financial Accounting Standards Board's or "FASB," Accounting Standards Codification, or "ASC," Topic 718 based on the closing sale price for our Common Shares on the NYSE on the date of grant.

(2)	Amounts represent dividends paid on unvested restricted Common Share awards in 2018.

(3)	Mr. Allardice received 3,286 restricted Common Shares with a grant date fair value of $39,000. These restricted Common Shares were granted on September 12, 2018 and will vest, subject to certain limitations, on September 11, 2019.

(4)	Mr. Miller received 3,286 restricted Common Shares with a grant date fair value of $39,000. These restricted Common Shares were granted on September 12, 2018 and will vest, subject to certain limitations, on September 11, 2019.

(5)	Mr. Robards received 3,286 restricted Common Shares with a grant date fair value of $39,000. These restricted Common Shares were granted on September 12, 2018 and will vest, subject to certain limitations, on September 11, 2019.

(6)	Dr. Simon received 3,286 restricted Common Shares with a grant date fair value of $39,000. These restricted Common Shares were granted on September 12, 2018 and will vest, subject to certain limitations, on September 11, 2019.

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•

Cross Transactions—defined as transactions between us or one of our subsidiaries, on the one hand, and an account (other than us or one of our subsidiaries) managed by EMG or our Manager, on the other hand. It is EMG policy to engage in a cross transaction only when the transaction is in the best interests of, and is consistent with the objectives and policies of, both accounts involved in the transaction. EMG or our Manager may enter into cross transactions where it acts both on our behalf and on behalf of the other party to the transaction. Upon written notice to our Manager, we may at any time revoke our consent to our Manager's executing cross transactions. Additionally, unless approved in advance by a majority of our independent trustees or pursuant to and in accordance with a policy that has been approved by a majority of our independent trustees, all cross transactions must be effected at the then-prevailing market prices. Pursuant to our Manager's current policies and procedures, assets for which there are no readily observable market prices may be purchased or sold in cross transactions (1) at prices based upon third party bids received through auction, (2) at the average of the highest bid and lowest offer quoted by third party dealers, or (3) according to another pricing methodology approved by our Manager's Chief Compliance Officer.

•

Principal Transactions—defined as transactions between EMG or our Manager (or any related party of EMG or our Manager, which includes employees of EMG and our Manager and their families), on the one hand, and us or one of our subsidiaries, on the other hand. Certain cross transactions may also be considered principal transactions whenever our Manager, EMG (or any related party of EMG or our Manager, which includes employees of EMG and our Manager and their families) have a substantial ownership interest in one of the transacting parties. Our Manager is only authorized to execute principal transactions with the prior approval of a majority of our independent trustees and in accordance with applicable law. Such prior approval includes approval of the pricing methodology to be used, including with respect to assets for which there are no readily observable market prices.

•

Investment in other EMG accounts—pursuant to our management agreement, although we have not done so to date, if we invest at issuance in the equity of any collateralized debt obligation, or "CDO," that is managed, structured or originated by EMG or one of its affiliates, or if we invest in any other investment fund or other investment for which EMG or one of its affiliates receives management, origination or structuring fees, then, unless agreed otherwise by a majority of the Company's independent trustees, the base management fees payable by us to our Manager will be reduced by an amount equal to the applicable portion (as described in the management agreement) of any such management fees, origination fees or structuring fees.

•	Split price executions—pursuant to our management agreement, our Manager is authorized to combine purchase or sale orders on our behalf together with orders for other accounts managed by EMG, our Manager or their affiliates and allocate the securities or other assets so purchased or sold, on an average price basis or other fair and consistent basis, among such accounts.

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(1)	Reflects the pro rata portion of the executive officer's base salary that we were required to reimburse to the Manager. For Ms. Mumford in 2018 this reflects the period from January 1, 2018 through March 30, 2018.

(2)

Reflects the pro rata portion of the executive officer's bonus that we were required to reimburse to the Manager. A percentage of such bonuses is subject to deferral. For Ms. Mumford in 2018, this reflects the deferred portion of her bonus from 2017. As previously disclosed, we are party to a Retirement Agreement with Ms. Mumford, pursuant to which her deferred compensation will continue to vest according to schedule, and in return she will make herself available to provide reasonable assistance to our Company during such vesting period.

(3)

Mr. Smernoff received 2,359 restricted Common Shares with a grant date fair value of $26,610. These restricted Common Shares were granted on December 11, 2018, subject to forfeiture restrictions. The forfeiture restrictions on 1,180 of these Common Shares will lapse, subject to certain limitations, on December 11, 2019, and the forfeiture restrictions on the remaining 1,179 Common Shares will lapse, subject to certain limitations, on December 11, 2020. The aggregate grant date fair value was calculated in accordance with FASB ASC Topic 718 based on the closing sale price for our Common Shares on the NYSE on the date of grant.

(4)

Mr. Herlihy received 3,873 restricted Common Shares with a grant date fair value of $43,688. These restricted Common Shares were granted on December 11, 2018, subject to forfeiture restrictions. The forfeiture restrictions on 1,937 of these Common Shares will lapse, subject to certain limitations, on December 11, 2019, and the forfeiture restrictions on the remaining 1,936 Common Shares will lapse, subject to certain limitations, on December 11, 2020. The aggregate grant date fair value was calculated in accordance with FASB ASC Topic 718 based on the closing sale price for our Common Shares on the NYSE on the date of grant.

(5)

Ms. Mumford received 3,567 restricted Common Shares with a grant date fair value of $45,765. These restricted Common Shares were granted on December 12, 2017, subject to forfeiture restrictions. The forfeiture restrictions on 1,784 of these Common Shares lapsed on December 12, 2018, and the forfeiture restrictions on the remaining 1,783 Common Shares will lapse, subject to certain limitations, on December 12, 2019. The aggregate grant date fair value was calculated in accordance with FASB ASC Topic 718 based on the closing sale price for our Common Shares on the NYSE on the date of grant. As previously disclosed, we are party to a Retirement Agreement with Ms. Mumford, pursuant to which her deferred compensation will continue to vest according to schedule, and in return she will make herself available to provide reasonable assistance to our Company during such vesting period.

(6)	Amounts represent dividends paid on unvested restricted Common Share awards in each respective year.

(7)	Mr. Smernoff was appointed as our Chief Financial Officer on March 30, 2018.

(8)	Mr. Herlihy was appointed as our Chief Operating Officer on March 30, 2018.

(9)	Ms. Mumford retired as our Chief Financial Officer on March 30, 2018.

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•	retain and motivate our partially dedicated Chief Financial Officer and our partially dedicated Chief Operating Officer by providing fair compensation;

•	encourage share ownership by providing a portion of compensation through restricted Common Shares; and

•	align management incentives with the long-term interests of our shareholders.

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(1)	Value is determined by multiplying the number of unvested restricted Common Shares by $10.23, the closing price for our Common Shares on the NYSE on December 31, 2018.

(2)	The restricted Common Shares are subject to forfeiture prior to December 11, 2019 in the case of 1,180 Common Shares, December 11, 2020 in the case of 1,179 Common Shares.

(3)	The restricted Common Shares are subject to forfeiture prior to December 11, 2019 in the case of 1,937 Common Shares, December 11, 2020 in the case of 1,936 Common Shares.

(4)	The restricted Common Shares are subject to forfeiture prior to December 12, 2019. As previously disclosed, we are party to a Retirement Agreement with Ms. Mumford, pursuant to which the forfeiture restrictions on her restricted Common Shares will lapse according to schedule, and in return she will make herself available to provide reasonable assistance to our Company during such period.

(1)	There are 21,159 restricted common shares outstanding pursuant to our 2013 Equity Incentive Plan.

(2)	The number of common shares that may be issued under the 2013 Equity Incentive Plan will be increased in an amount that results from multiplying 3% and the total number of common shares sold in any future public or private offering of our common shares, subject to a maximum of 1,500,000 shares.

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•	all Common Shares the investor actually owns beneficially or of record;

•	all Common Shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of a fund); and

•	all Common Shares the investor has the right to acquire within 60 days of March 1, 2019 (such as upon exercise of options that are currently vested or which are scheduled to vest within 60 days).

(1)	Based on an aggregate amount of 13,203,828 Common Shares issued and outstanding as of March 1, 2019. Assumes that derivative securities, if any, beneficially owned by a person are exercised for Common Shares. The total number of Common Shares outstanding used in calculating this percentage assumes that none of the derivative securities owned by other persons are exercised for Common Shares.

(2)

Derived from a Form 4 jointly filed with the SEC on November 26, 2018, by Blackstone Tactical Opportunities EARN Holdings L.L.C., or "EARN Holdings," BTO EARN Manager L.L.C., BTOA L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman. EARN Holdings directly holds 3,103,257 Common Shares. BTO EARN Manager L.L.C. is the managing member of EARN Holdings. BTOA L.L.C. is the sole member of BTO EARN Manager L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each reporting entity has shared voting and dispositive power over 3,103,257 Common Shares. The address for Blackstone is 345 Park Avenue, New York, New York 10154.

(3)

Derived from a Schedule 13G/A jointly filed with the SEC on February 12, 2019. Renaissance Technologies LLC, or "RTC," and Renaissance Technologies Holdings Corporation, or "RTHC," jointly filed the Schedule 13G pursuant to a Joint Filing Agreement and collectively report that they may be deemed to beneficially own 925,000 Common Shares. EACH of RTC and RTHC has sole voting power over 925,000 Common Shares and sole dispositive power over 925,000 Common Shares. The address for RTC and RTHC is 800 Third Avenue, New York, New York 10022.

(4)

Derived from a Schedule 13G jointly filed witht he SEC on February 11, 2019. Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of  2,110 shares or  .01% of the Common Shares of the Company as a result of its serving as investment manager of collective trust accounts. The Vanguard Group has sole voting power over 2,110 Common Shares shares, sole dispositive power over 692,149 Common Shares, and shared dispositive power over 2,110 Common Shares.

(5)	The address for all named executive officers and trustees is Ellington Residential Mortgage REIT, 53 Forest Avenue, Old Greenwich, CT 06870.

(6)	Includes 127,779 Common Shares held directly by EMG Holdings, L.P., or "EMGH." VC Investments L.L.C., or "VC," and Michael W. Vranos each has shared voting and dispositive power over these Common Shares. VC is the general partner of EMGH. Mr. Vranos is the managing member of, and holds a controlling interest in VC. The address for each entity is 53 Forest Avenue, Old Greenwich, CT 06870.

(7)	Includes 3,286 Common Shares that will vest on September 11, 2019.

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(8)	Includes 3,286 Common Shares that will vest on September 11, 2019. Mr. Miller holds 10,000 of these Common Shares in a joint account with his spouse.

(9)	Includes 3,286 Common Shares that will vest on September 11, 2019.

(10)	Includes 3,286 Common Shares that will vest on September 11, 2019.

(11)	Includes 1,180 Common Shares that will vest on December 11, 2019 and 1,179 that will vest on December 11, 2020.

(12)	Includes 1,937 Common Shares that will vest on December 11, 2019 and 1,936 that will vest on December 11, 2020.

(13)	Includes 13,144 Common Shares that will vest on September 11, 2019, 3,117 Common Shares that will vest on December 11, 2019, and 3,115 Common Shares that will vest on December 11, 2020.

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