Equus Total Return, Inc. has five members on its board of directors, and three of such directors are considered independent. The directors are responsible for providing overall guidance and supervision of the Fund, and approving the valuation of the Fund’s investments. The Independent Directors supervise the management arrangements for the Fund, the selection of independent public accountants, fidelity bonding and any conflicts of interest or transactions with affiliates.

Corporate Governance Principles

The following principles along with the charters and key practices of the Board committees, provide the framework for the governance of the Board of Directors of Equus Total Return, Inc. (the “Fund”).

1. Role of Board and Management. The Fund’s business is conducted by its officers and employees, under the direction of the chief executive officer (“CEO”) under the oversight of the Board, to enhance the long-term value of the Fund for its stockholders. The Board is elected by the stockholders to oversee management and to assure that the long-term interests of the stockholders are being served. Both the Board and management recognize that the long-term interests of stockholders are advanced by responsibly addressing the concerns of other stockholders and interested parties including employees, government officials, and the public at large.
2. Functions of Board. The Board has four scheduled meetings a year at which it reviews and discusses reports by management on the performance of the Fund, its plans and prospects, as well as immediate issues facing the Fund. Directors are expected to attend all scheduled Board and committee meetings. In addition to its general oversight of management, the Board also performs a number of specific functions, including:
   1. Providing counsel and oversight on the selection, evaluation development, and compensation of senior management;
   2. Reviewing, approving, and monitoring fundamental financial and business strategies and major corporate actions;
   3. Assessing major risks facing the Fund—and reviewing options for their mitigation; and
   4. Ensuring processes are in place for maintaining the integrity of the Fund—the integrity of the financial statements, the integrity of compliance with law and ethics, the integrity of relationships with portfolio companies, and the integrity of relationships with other stakeholders.
3. Qualifications. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders of the Fund. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment, and independence of thought and judgment. We endeavor to have a Board representing a diverse range of talent, skill, and expertise at policy-making levels in business, government, education, and technology, and in areas that are relevant to the Fund’s activities and appropriate for the Board.Directors must be willing to dedicate sufficient time, energy, and attention to the diligent performance of their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities.

   Directors who also serve as chief executive officers or in equivalent positions should not serve on more than two boards of public companies in addition to the Board, and other directors should not serve on more than four other boards of public companies in addition to the Board. Current positions in excess of these limits may be maintained unless the Board determines that doing so would impair the director’s service on the Board.

   The Board does not believe that arbitrary term limits on directors’ service are appropriate, nor does it believe that directors should expect to be renominated annually until they reach the mandatory retirement age. The Board self-evaluation process will be an important determinant for Board tenure.

4. Independence of Directors. A majority of the Board’s directors will not be “interested persons” under SEC rules for investment companies. Non-interested directors are often referred to as “independent directors” (NYSE rules require that a majority of a board’s directors be independent; with respect to business development companies, the NYSE rules use the SEC’s definition of independence). The term “interested person” is defined under Section 2(a)(19) of the 1940 Act to include (i) certain categories of persons with interests potentially in conflict with the investment company, (ii) persons with any beneficial or legal interest in securities issued by the fund principal underwriter or their control persons, (iii) a registered broker-dealer executing transactions involving the investment company or a related entity, (iv) persons loaning money or other property to the investment company or a related entity, and (v) legal counsel for the adviser or principal underwriter. The term also encompasses persons with close familial or substantial financial or certain professional relationships with management.
5. Size of Board and Selection Process. The directors are elected each year by the stockholders at the annual meeting of stockholders. Stockholders may propose nominees for consideration by the nominating and corporate governance committee by submitting the names and supporting information to: Secretary, Equus Total Return, Inc., 700 Louisiana Street, 48th Floor, Houston, Texas 77002. The Board proposes a slate of nominees to the stockholders for election to the Board. The Board also determines the number of directors on the Board provided that there are at least three. Between annual stockholder meetings, the Board may elect directors to serve until the next annual meeting.
6. Board Committees. The Board has established the following committees to assist the Board in discharging its responsibilities: (a) audit; (b) nominating and corporate governance; (c) compensation, and (d) independent directors. The current charters and key practices of these committees are published on the Fund’s website, and will be mailed to stockholders on written request. The committee chairs report the highlights of their meetings to the full Board following each meeting of the respective committees. The committees occasionally hold meetings in conjunction with the full Board. For example, it is the practice of the audit committee to meet in conjunction with the full Board in February or March so that all directors may participate in the review of the annual financial statements for the prior year and financial plans for the current year.
7. Independence of Committee Members. In addition to general independence requirements, members of the audit committee must also satisfy any additional SEC and NYSE independence standards. Specifically, they may not directly or indirectly receive any compensation from the Fund other than their directors’ compensation or accept directly or indirectly any consulting, advisory, or other compensatory fee from the Fund. As a matter of policy, the Board will also apply this additional requirement to members of the compensation committee and to members of the nominating and corporate governance committee.
8. Meetings of Non-Employee Directors. The Board will have at least three regularly scheduled meetings a year for the non-employee directors without management present. The Independent Chairman will preside at such meetings. The non-employee directors may meet without management present at such other times as they determine.
9. Self-Evaluation. The Board and each of the committees will perform an annual self-evaluation. Each year, the directors will be requested to provide their assessments of the effectiveness of the Board and the committees on which they serve. The individual assessments will be organized and summarized by an independent corporate governance expert or corporate counsel for discussion with the Board and the committees.
10. Setting Board Agenda. The Board shall be responsible for its agenda. Directors are urged to make suggestions for agenda items, or additional pre-meeting materials, to the Chairman or appropriate committee chair at any time.
11. Ethics and Conflicts of Interest. The Board expects Fund directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising the Fund’s code of business conduct and ethics. The Board will not permit any waiver of any ethics policy for any director or executive officer. If an actual or potential conflict of interest arises for a director, the director shall promptly inform the Chairman and Chair of the Audit Committee. If a significant conflict exists and cannot be resolved, the director should resign. All directors will recuse themselves from any discussion or decision affecting their personal, business, or professional interests. The Board shall resolve any conflict of interest question involving the Chairman of the Board or the CEO, and the CEO shall resolve any conflict of interest issue involving any other officer of the Fund.
12. Reporting of Concerns to Non-Employee Directors or the Audit Committee. Anyone who has a concern about the Fund’s conduct, or about the Fund’s accounting, internal accounting controls, or auditing matters, may communicate that concern directly to the non-employee directors, or to the Audit Committee. Such communications may be confidential or anonymous, and may be e-mailed, submitted in writing, or reported by phone to special addresses that will be published on the Fund’s website. All such concerns will be forwarded to the appropriate directors for their review. The status of all outstanding concerns addressed to the non-employee directors or the audit committee will be reported to the directors on a quarterly basis. The non-employee directors or the audit committee may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them.
13. Compensation of Board. The nominating and corporate governance committee shall have the responsibility for recommending to the Board compensation and benefits for non-employee directors. In discharging this duty, the committee shall be guided by three goals: compensation should fairly pay directors for work required in a company of the Fund’s size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be simple, transparent and easy for stockholders to understand.
14. Succession Plan. The Board shall approve and maintain a succession plan for the Chairman and CEO.
15. Access to Senior Management. Non-employee directors are encouraged to contact senior managers of the Fund without senior corporate management present.
16. Access to Independent Advisors. The Board and its committees shall have the right at any time to retain independent outside financial, legal, or other advisors.
17. Director Orientation and Continuing Education. The Fund’s outside legal counsel and the chief financial officer shall be responsible for (a) providing an orientation for new directors, and (b) providing continuing governance education for directors by periodically providing materials or briefing sessions for all directors on subjects that would assist them in discharging their duties.

Code of Business Conduct and Ethics

The Board of Directors (the “Board”) of Equus Total Return, Inc. (the “Fund”) has adopted the following Code of Business Conduct and Ethics for members of the Board, officers, and employees of the Fund (this “Code”). This Code is intended to focus the Board, each Director, Officer, and employee on areas of ethical risk, provide guidance to Directors, Officers, and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each Director, Officer, and employee must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for Directors, Officers, and employees. Directors, Officers, and employees are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, who may consult with legal counsel as appropriate.

Directors, Officers, and employees of the Fund should read and comply with this Code in conjunction with the Fund’s Code of Ethics and Insider Trading Policy.

1. Conflict of Interest
A “conflict of interest” occurs when a Director’s, Officer’s, or employee’s private interest interferes in any way, or appears to interfere, with the interests of the Fund as a whole. Conflicts of interest arise when a Director, Officer, Employee or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director, Officer, or employee of the Fund. Loans or guarantees of obligations may create conflicts of interest. Therefore, the Fund shall not make any personal loans or extensions of credit to nor become contingently liable for any indebtedness of Directors or Officers or any members of their families.

Directors, Officers, and employees must avoid conflicts of interest with the Fund. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Fund must be disclosed immediately to the Chair of the Audit Committee or to the attention of the individual designated in Section II below.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which Directors, Officers, and employees must refrain, however, are set out below:

Relationship of Fund with third parties. Directors, Officers, and employees may not engage in any conduct or activities that are inconsistent with the Fund’s best interests or that disrupt or impair the Fund’s relationship with any person or entity with which the Fund has or proposes to enter into an investment, business or contractual relationship.

Compensation from non-Fund sources. Directors, Officers, and employees may not accept compensation, in any form, for services performed for the Fund from any source other than the Fund. Notwithstanding, Directors and Officers may accept board fees and non-employee director stock options from portfolio companies, if such fees and options are offered by the portfolio company to all non-employee directors and disclosed to the Fund and its Audit Committee.

Gifts. Directors, Officers, employees and members of their families may not offer, give or receive gifts from persons or entities who deal with the Fund or its portfolio companies, in those cases where any such gift is being made in order to influence the Directors’ or Officers’ actions as members of the Board and senior management of the Fund or its portfolio companies, or where acceptance of the gifts could create the appearance of a conflict of interest.Conflict of Interest.

2. Insider Trading
Officers, Directors, and employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Fund and its portfolio companies should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. Please consult the Fund’s policy on insider trading for additional policies related hereto.

3. Corporate Opportunities
Directors, Officers, and employees owe a duty to the Fund to advance its legitimate interests when the opportunity to do so arises. When an opportunity that relates to the Fund’s business has been presented to the Fund, Officers and Directors are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of the Fund’s property or information, or the Director’s, Officer’s, and employee’s position with the Fund; (b) using the Fund’s property, information, or position for personal gain; or (c) personally competing with the Fund, directly or indirectly, for business opportunities. However, if it has been determined that the Fund will not pursue an opportunity presented to the Fund, a Director, Officer, or employee may pursue such opportunity if such involvement is fully disclosed to the Fund and its Audit Committee and does not interfere with the fulfillment of the Director’s, Officer’s, and employee’s responsibility to the Fund.

4. Record Keeping
The Fund requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Fund’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Fund’s transactions and must conform both to applicable legal requirements and to the Fund’s system of internal controls. Periodic and other reports (financial and otherwise) to federal, state, and local government agencies must present a full, fair, accurate, timely, and understandable disclosure of the Fund. Business records and communications should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Fund’s record retention policies.

5. Confidentiality
Directors, Officers, and employees must maintain the confidentiality of information entrusted to them by the Fund or its portfolio companies, and any other confidential information about the Fund or its portfolio companies that comes to them, from whatever source, in their capacity as Director, Officer, or employee except when disclosure is authorized or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Fund or its portfolio companies, if disclosed.

6. Protection and Proper Use of Fund Assets
Theft, carelessness and waste of assets have a direct impact on the Fund’s profitability. Directors, Officers, and employees shall protect the Fund’s assets and ensure their efficient use. All Fund assets shall be used only for legitimate business purposes, and any suspected incident of fraud or theft should be immediately reported for investigation.

7. Fair Dealing
The conduct required by fair dealing requires honesty in fact and the observance of reasonable commercial standards of fair dealing. Directors, Officers, and employees shall deal fairly and honestly with the Fund’s other Directors, Officers, and employees, portfolio companies (including the members of management thereof) vendors and co-investors. No Director, Officer, or employee should do anything that could be interpreted as dishonest or outside reasonable commercial standards of fair dealing. Directors, Officers, and employees should act at all times in good faith, responsibly, with due care, competence and diligence, and without misrepresentation of any material facts.

8. Compliance with Laws, Rules and Regulations
Directors, Officers, and employees shall comply, and oversee compliance by other Directors, Officers, and employees with all laws, rules and regulations applicable to the Fund.

9. Waivers of this Code of Business Conduct and Ethics
Changes in or waivers of this Code may be made only by the Board of Directors of the Fund or, in the case of any change in or waiver of this Code for any of the Officers, only by the independent directors on the Board of Directors of the Fund. All changes in or waivers of this Code for Officers will be promptly disclosed as required by law or stock exchange regulations.

10. Encouraging the Reporting of any Illegal or Unethical Behavior
Directors, Officers, and employees should promote ethical behavior and take steps to create a working environment at the Fund that: (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules, regulations or this Code to appropriate personnel; and (c) fosters the understanding among employees that the Fund will not permit retaliation for reports made in good faith.

11. Failure to Comply; Compliance Procedures
A failure by any Director, Officer, or employee to comply with the laws or regulations governing the Fund’s business, this Code or any other Fund policy or requirement may result in disciplinary action, and, if warranted, legal proceedings. Directors, Officers, or employees should communicate any suspected violations of this Code promptly to the Chair of the Audit Committee of the Board. Please call the Fund’s outside general counsel Martin Glass at Jenner & Block LLP at 212-891-1600 for contact information. If you prefer to write, address your concerns to : Chair of the Audit Committee, Equus Total Return, Inc c/o., Martin Glass, Jenner & Block LLP, 919 Third Avenue, New York, NY 10022-3908. Violations will be investigated by the Audit Committee or by a person or persons designated by the Audit Committee and appropriate action will be taken in the event of any violations of this Code.

12. Annual Review
Annually, each Director, Officer, and employee shall provide written certification that he or she has read and understands this Code and its contents and that he or she has not violated, and is not aware that any other Director, Officer, or employee has violated, this Code.

Audit Committee

The Fund has an audit committee comprised entirely of independent directors. Current audit committee members include: Messrs. Atkinson, Hankinso, and Knauss. Mr. Atkinson, the chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations. The committee meets at least once a quarter, and has adopted a charter and a set of operating procedures.

Audit Committee Charter

The Audit Committee of the board of directors of Equus Total Return, Inc. (the “Fund”) shall consist of a minimum of three directors. Members of the Committee shall be appointed by the board of directors upon the recommendation of the Nominating and Governance Committee and may be removed by the board of directors in its discretion. All members of the Committee shall be independent directors under the rules of the New York Stock Exchange (the “NYSE”), and shall also satisfy the more rigorous independence requirement for members of audit committees established by the NYSE and Rule 10A-3 of the Securities and Exchange Commission (the “SEC”). All members shall have sufficient financial experience and at least one member shall be an audit committee financial expert, as such term is defined in Rule 401 of Regulation S-K of the SEC. The purpose of the Committee shall be to (A) assist the board in its oversight of (1) the integrity of the financial statements of the Fund, (2) the Fund’s compliance with legal and regulatory requirements, (3) the independence and qualifications of the Fund’s independent auditor, and (4) the performance of the Fund’s internal audit function and independent auditor and (B) and prepare an audit committee report required by the SEC to be included in the Fund’s annual proxy statement. In furtherance of this purpose, the Committee shall have the following authority and responsibilities:

• • • To discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including the Fund’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and any other matters required to be reviewed under applicable legal, regulatory, or NYSE requirements.
    • To discuss with management and the independent auditor, as appropriate, earnings press releases and financial information, as well as financial information and earnings guidance provided to analysts and rating agencies.
    • To recommend, for shareholder approval, the independent auditor appointed to examine the Fund’s accounts, controls, and financial statements. The Committee shall have the sole authority and responsibility for the appointment, compensation, retention, and oversight of the work of the independent auditor engaged by the Fund (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Fund. The Committee shall have the sole authority to approve all audit engagement fees and terms and the Committee, or a member of the Committee, must pre-approve any non-audit service (including the fees and term thereof) provided to the Fund by the Fund’s independent auditor. The independent auditor will report directly to the Committee.
    • To review with management and the independent auditor as appropriate, any audit problems or difficulties the auditor encountered in the course of the audit work and management’s response thereto.
    • To discuss with management the Fund’s risk assessment and risk management guidelines and policies, including the Fund’s major financial risk exposures and steps taken by management to monitor and control such exposures.
    • To review the Fund’s financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions affecting the Fund’s financial statements, including alternatives to, and the rationale for, the decisions made.
    • To review and approve an appropriate control process for reviewing and approving the Fund’s internal transactions and accounting and to meet separately, periodically, with personnel responsible for the internal audit function.
    • To obtain and review at least annually a report from the Fund’s independent auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, relating to any independent audits carried out by the firm, and any steps taken by the firm to deal with such issues. Also, in order to assess auditor independence, the Committee will review at least annually all relationships between the independent auditor and the Fund.
    • To prepare and publish an audit committee report in the Fund’s proxy statement.
    • To set policies for the hiring of employees or former employees of the Fund’s independent auditor.
    • To review and investigate any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct. In connection with these reviews, the Committee will meet, as deemed appropriate, with Fund officers and employees.
    • To establish procedures for (1) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (2) the confidential, anonymous submission of employees of the Fund of concerns regarding questionable accounting or auditing matters.

The Committee shall meet separately at least quarterly with management, the individuals responsible for the internal audit function of the Fund, and the Fund’s independent auditor. The Committee shall have authority to retain such outside counsel, experts, and other advisors, as the Committee may deem necessary to carry out its duties in its sole discretion.

The Committee shall have sole authority to approve related fees and retention terms. The Fund shall provide for appropriate funding, as determined by the Committee, for the payment of: (1) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Fund, (2) compensation to any advisers employed by the Committee, and (3) ordinary administrative expenses of the Committee that are necessary or appropriate to carry out its duties. While the Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Fund’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. The Committee shall report to the board after each Committee meeting and shall conduct and present to the board an annual performance evaluation of the Committee.

The Committee will review with the full board any issues that arise with respect to the quality or integrity of the Fund’s financial statements, the Fund’s compliance with legal or regulatory requirements, and the performance of the Fund’s independent auditor. The Committee may adopt such additional operating procedures as it may determine to be appropriate to assist in exercising its authority and carrying out its responsibilities as set out in this charter. The Committee shall undertake an annual performance evaluation of the Committee and shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.

Compensation Committee:

I. General Statement of Purpose

The Compensation Committee of the Board of Directors (the “Compensation Committee”) of Equus Total Return, Inc. (the “Fund”), on behalf of the Board of Directors (the “Board”), discharges the Board responsibilities relating to compensation of directors and the Fund’s Chief Executive Officer, oversees the Fund’s compensatory and incentive plans and programs, and reviews the Fund’s processes and procedures for the consideration and determination of compensation for directors and the Fund’s Chief Executive Officer, and is responsible for producing a report for inclusion in the Fund’s proxy statement relating to its annual meeting of stockholders or annual report on Form 10-K, in accordance with applicable rules and regulations. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that are appropriate for the Fund in light of all relevant circumstances and which provide incentives that further the Fund’s long-term strategic plan and are consistent with the culture of the Fund and the overall goal of enhancing stockholder value, ensure the attraction and retention of key management personnel, the motivation of management to achieve the Fund’s organizational goals and strategies, and the alignment of the interests of management with the long-term interests of the Fund’s stockholders.

II. Compensation Committee Composition

The number of individuals serving on the Compensation Committee shall be fixed by the Board from time to time but shall consist of no fewer than three members, each of whom shall satisfy the independence standards established pursuant to Section 303A of the New York Stock Exchange Listed Company Manual, subject to any applicable exceptions contained therein. In determining the members of the Compensation Committee, the Board will consider whether the members qualify as “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.

The members of the Compensation Committee shall be appointed annually by the Board and may be replaced or removed by the Board at any time, with or without cause. Resignation or removal of a Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Compensation Committee. Vacancies occurring, for whatever reason, may be filled by the Board. The Board shall designate one member of the Compensation Committee to serve as Chairman of the Compensation Committee.

III. Meetings

The Compensation Committee generally is to meet at least two times per year in person or by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, with any additional meetings as deemed necessary by the Compensation Committee. A majority of the members of the Compensation Committee shall constitute a quorum for purposes of holding a meeting and the Compensation Committee may act by a vote of a majority of members present at such meeting. In lieu of a meeting, the Compensation Committee may act by unanimous written consent in accordance with the Fund’s bylaws. The Chairman of the Compensation Committee, in consultation with the other members and management, may set meeting agendas consistent with this Charter.

IV. Compensation Committee Activities

The Compensation Committee’s purpose and responsibilities shall be to:

A. Review of Charter

• • • Review and reassess the adequacy of this Charter annually and submit any proposed changes to the Board for approval.

B. Processes and Procedures for Considering and Determining Compensation of Directors and Certain Senior Executive Officers

• • • Review and reassess periodically (and where appropriate, make such recommendations to the Board as the Compensation Committee deems advisable with regard to) the Fund’s processes and procedures for the consideration and determination of compensation of directors and the Fund’s Chief Executive Officer, and review and discuss with management any description of such processes and procedures to be included in the Fund’s proxy statement.

C. Compensation Committee Report

• • • Review and discuss with management the Compensation Discussion and Analysis to be included in the Fund’s proxy statement or annual report on Form 10-K (“CD&A”).
    • Based on the Compensation Committee’s review and discussions with management of the CD&A, make a recommendation to the Board that the CD&A be included in the Fund’s proxy statement or annual report on Form 10-K.
    • Prepare the Compensation Committee Report to be included in the Fund’s proxy statement or annual report on Form 10-K in accordance with the applicable rules and regulations of the Securities and Exchange Commission, any securities exchange on which the Fund’s securities are traded, and any other rules and regulations applicable to the Fund.

D. Annual Performance Evaluation of the Compensation Committee

• • • Perform an annual performance evaluation of the Compensation Committee and report to the Board on the results of such evaluation.

E. Incentive-Compensation and Equity-Based Plans

• • • Review and approve grants and awards under incentive-based compensation plans and equity-based plans, in each case consistent with the terms of such plans.
    • Review and make such recommendations to the Board as the Compensation Committee deems advisable with regard to policies and procedures for the grant of equity-based awards by the Fund.

F. Matters Related to Compensation of the Fund’s Chief Executive Officer

• • • Review and approve the corporate goals and objectives that may be relevant to the compensation of the Fund’s Chief Executive Officer (“CEO”).
    • Evaluate the CEO’s performance in light of the goals and objectives that were set for the CEO and determine and approve the CEO’s compensation based on such evaluation. In connection with determining the long-term incentive component of the CEO’s compensation, the Compensation Committee should consider the Fund’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Fund’s CEO in past years.
    • Review periodically the aggregate amount of compensation being paid or potentially payable to the CEO through the use of tally sheets or such other method as the Compensation Committee may determine.
    • The CEO may not be present during voting or deliberations concerning his or her compensation.

G. Matters Related to Compensation of the Officers Other Than the Chief Executive Officer

• • • Make recommendations regarding compensation of all officers of the Fund other than the CEO; for purposes hereof the term “officer” has the meaning defined in Section 16 of the Exchange Act and Rule 16a-1 promulgated thereunder.
    • Review periodically the aggregate amount of compensation being paid or potentially payable to the Fund’s officers through the use of tally sheets or such other method as the Compensation Committee may determine.

H. Matters Related to Compensation of Directors

• • • Periodically evaluate the compensation of non-officer directors for their service as members of the Board and for service on Board committees, taking into account compensation of directors at other comparable funds. Make recommendations to the Board regarding adjustments in director compensation that the Compensation Committee considers appropriate. Directors who are officers are not paid an annual fee for service on the Board.
    • Recommend annual retainer and meeting fees for service on the Board and committees of the Board, and submit such recommendation to the Board for approval. As approved by the Board, directors who are officers may receive fees commensurate with other members of the Board for each meeting attended.

V. Additional Compensation Committee Authority

The Compensation Committee is authorized, on behalf of the Board, to do any of the following, as the Compensation Committee deems necessary or appropriate in its discretion:

A. Matters Related to Compensation of the Fund’s Directors and Certain Senior Executive Officers

• • • Review and make such recommendations to the Board as the Compensation Committee deems advisable with regard to the compensation of the directors of the Fund, including with respect to any equity-based plans.
    • Review and make such recommendations as the Compensation Committee deems advisable with regard to compensation of all members of senior management of the Fund (other than the CEO), including with respect to any incentive-compensation plans and equity-based plans.
    • Review periodically the aggregate amount of compensation being paid or potentially payable to members of the Fund’s senior management through the use of tally sheets or such other method as the Compensation Committee may determine.

B. Matters Related to Compensation Consulting Firms or Other Outside Advisors

• • • Retain or obtain the advice of compensation consultants, legal counsel and/or other advisers; provided that:
    • The Compensation Committee is authorized to, and must, have direct responsibility for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Compensation Committee and the Fund must provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any such compensation consultant, legal counsel or other adviser; and
    • Before any compensation consultant, legal counsel or other adviser (other than (1) in-house legal counsel or (2) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: (i) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Fund, and that is available generally to all salaried employees or (ii) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, legal counsel or other adviser and about which the compensation consultant, legal counsel or other adviser does not provide advice) is selected by, or provides advice to, the Compensation Committee, the Compensation Committee shall take into consideration the following factors:
    • The provision of other services to the Fund by the person that employs the compensation consultant, legal counsel or other adviser;
    • The amount of fees received from the Fund by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
    • The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
    • Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Compensation Committee;
    • Any stock of the Fund owned by the compensation consultant, legal counsel or other adviser; and
    • Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Fund.

C. Succession Planning

• • • Review and discuss with the Board corporate succession plans for the CEO and other key officers of the Fund.

VI. General

• • The Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities.
  • The Compensation Committee shall make regular reports to the Board concerning areas of the Compensation Committee’s responsibility.
  • In carrying out its responsibilities, the Compensation Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management and such experts, advisors and professionals with whom the Compensation Committee may consult. The Compensation Committee shall have the authority to request that any officer or employee of the Fund, the Fund’s outside legal counsel, the Fund’s independent auditor or any other professional retained by the Fund to render advice to the Fund attend a meeting of the Compensation Committee or meet with any members of or advisors to the Compensation Committee.
  • The Compensation Committee may perform such other functions as may be requested by the Board from time to time.

Governance and Nominating Committee:

The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance. Current Governance and Nominating Committee members include: Messrs. Knauss, Atkinson, and Hankinson and serving as the chair is Mr. Knauss. The Committee selects individuals for nomination to the Board of Directors of the Fund. In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates.

The Committee also prepares and supervises the Board’s annual review of director independence and the Board’s performance self-evaluation. Nominating and Governance Committee Charter Status The Nominating and Corporate Governance Committee is a committee of the Board of Directors. Definitions “Board” means the Board of Directors of the Fund. “Committee” means the nominating and corporate governance committee appointed by the Board. “Fund” means Equus Total Return, Inc., a Delaware corporation. “Immediate family member” includes a person’s spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. “Independent” means that the director: Is not currently, and has not been at any time within the past three years, employed by the Fund, or any portfolio company of the Fund over which the Fund exercises a controlling influence over management or policies or of which the Fund owns beneficially, directly or indirectly, more than 25% of the voting securities.

Is not currently, and has not been at any time within the past three years, affiliated with or employed by a present or former auditor of the Fund or of an affiliate.

Is not an executive officer of another business organization where any of the Fund’s executives serve on the organization’s compensation committee.

Has not received more than $120,000 per year in direct compensation in any of the three previous years from the Fund, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

Is not currently, and has not been at any time within the past three years, an executive officer or an employee of a company (other than a charitable organization) that makes payments to, or receives payments from the Fund for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

Does not have an immediate family member in any of the foregoing five categories. Has no material relationship with the Fund. Is not an “interested person,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, of the Fund.

“No material relationship” means that after considering all relevant facts and circumstances, the Board of the Fund has affirmatively determined that the director has no material commercial, industrial, banking, consulting, legal, accounting, charitable, familial, or other relationship (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Fund) with the Fund or a portfolio company of the Fund. Ownership of shares of the Fund shall not be a bar to an independence finding. Organization and Membership Requirements The Committee shall be appointed annually by the Board and shall be comprised of at least three directors each of whom shall be Independent. The Board will designate one member of the Committee as its chairperson. The Board may remove any Committee member at any time. Authority The Committee’s creation and authority is derived directly from the Board. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain outside legal counsel or other experts or consultants to advise the Committee at the expense of the Fund. The Committee may request any officer or employee of the Fund or the Fund’s outside legal counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms. Duties and Responsibilities The Committee is responsible for considering and making recommendations to the Board concerning the appropriate size, function, and needs of the Board. This responsibility includes: developing a Board that provides management with experienced and seasoned advisors in fields related to current or future business directions of the Fund; establishing the criteria for Board membership for approval by the Board; identifying, evaluating, and recruiting qualified candidates to fill new positions on the Board consistent with the criteria established by the Board, including consideration of any potential conflicts of interest; reviewing candidates recommended by shareholders; conducting the appropriate and necessary inquiries into the backgrounds, qualifications, and independence of possible candidates; evaluating, reviewing, and considering the recommendation for nomination of current directors for reelection to the Board; and recommending director nominees for the next annual meeting of the Fund for approval by the Board.

Additional functions

Regularly review issues and developments related to corporate governance issues and develop and recommend to the Board a set of corporate governance principles applicable to the Fund; to consider questions of possible conflicts of interest of Board members and of senior executives of the Fund; to monitor and recommend the functions and responsibilities of the various committees of the Board; to establish qualifications for membership on the various committees of the Board; to suggest members for appointment to the Board’s committees and review committee assignments annually; to recommend matters for consideration by the Board; to establish director retirement policies; to review the outside activities of senior executives; and oversight of the evaluation of the Board and management of the Fund.

Meetings The Committee shall meet at least two times a year. The chairman of the Committee may call special meetings at any time. Personal written, personal telephonic, telegraphic, or facsimile transmission (confirmed by telephone) notice of any special meeting of the Committee shall be given to each member at least 24 hours prior to the time of the meeting. Any member may waive notice of a meeting. The Committee shall meet periodically in separate executive sessions with management and as a committee to discuss any matters that the Committee or any of these persons believe should be discussed privately. Following each meeting the Chairman shall submit a written or oral report to the Board at its next meeting. Procedure; Quorum The Committee shall choose a chairman, shall keep regular minutes of its proceedings and report the same to the Board when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by this charter or such rules, or by resolution of the Committee, or resolution of the Board. At every meeting of the Committee, the presence of a majority of all the members shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by the Committee of any resolution. Members of the Committee may participate in a meeting of the Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person and attendance at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If a quorum shall not be present at any meeting of the Committee, the members present thereat may adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a quorum shall be present. Action Without Meeting Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Fund, any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if a written consent thereto is signed by all members of the Committee and such written consent is filed with the minutes of proceedings of the Committee. Such consent shall have the same force and effect as a unanimous vote at a meeting. Compensation Members of the Committee shall be paid such compensation for attending Committee meetings as shall be set by the Board from time to time.

Annual Review

At least once each year the Committee and the Board shall: Evaluate the performance of the Committee; Review and reassess the adequacy of this charter and make appropriate changes; and

Confirm the independence of the members of the Committee.

Amended and restated as of June 2013