[EXPLANATORY NOTE:  This Definitive Proxy Statement on Schedule 14A of Equus Total Return, Inc. (“Equus”) is an exact duplicate of the Proxy Statement filed by Equus with the U.S. Securities and Exchange Commission on April 30, 2021.  The previous filing was incorrectly tagged as a Preliminary Proxy Statement in the software used to file that document.]

SCHEDULE 14A INFORMATION

Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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EQUUS TOTAL RETURN, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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EQUUS TOTAL RETURN, INC.

Notice of the 20162021

Annual Meeting of Stockholders

Purpose of the Meeting

Voting

All holders of record of shares of the Fund’sCompany’s common stock (NYSE: EQS) at the close of business on May 4, 2016April 30, 2021 (the “Record Date”), or their legal proxy holders, are entitled to vote at the meeting and any postponements or adjournments of the meeting.

Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy online, by phone, or by mail. For specific instructions, please refer to the Questions and Answers in this proxy statement and the instructions on the proxy card.

We are distributing this proxy statement and proxy form to stockholders on or about May 9, 2016.5, 2021.

By order of the Board of Directors,

JOHN A. HARDY

Chief Executive Officer

April 29, 201630, 2021

Houston, Texas

Important Notice Regarding the Availability of Proxy Materials

for the Fund’sCompany’s Annual Meeting of Stockholders to be held on June 13, 2016May 27, 2021

This proxy statement, proxy card and the Fund’sCompany’s Annual Report to Stockholders for the fiscal year ended December 31, 20152020 are available free of charge at the following website: http://www.equuscap.com/investor_reports.htm or by calling Georgeson, LLC, our proxy solicitor Georgeson, LLC, toll free, at (800) 561-3947.1-800-903-2897.

700 LOUISIANA STREET

48^TH FLOOR

HOUSTON, TX 77002

EQUUS TOTAL RETURN, INC.

700 Louisiana Street

48^th Floor

Houston, Texas 77002

PROXY STATEMENT

This proxy statement contains information relating to the annual meeting of Equus Total Return, Inc. (“EQS”Equus” or the “Fund”“Company”). The annual meeting of stockholders (the “Meeting”) or any postponement or adjournment thereof will be held on June 13, 2016,May 27, 2021, beginning at 11:00 a.m., EasternMountain Daylight Time, at Jenner & Block LLP, 919 Third Avenue, New York, NY 10022-3908.11650 South State Street, Suite 240, Draper, UT 84020. The Board of Directors (sometimes referred to hereinafter as the “Board”) is sending stockholders this proxy statement to solicit proxies to be voted at the annual meeting. It is being mailed to stockholders on or about May 9, 2016.5, 2021.

ABOUT THE MEETING

Special Precautions Due to COVID-19: In order to protect the health and safety of our employees and shareholders, we are taking special precautions in connection with the Annual Meeting due to the health impact of COVID-19. These include limiting the Annual Meeting to the items of business on the Notice of 2021 Annual Meeting of Stockholders of Equus Total Return, Inc., maintaining appropriate social distance of six feet apart, and requiring masks that fully cover mouths and noses to be worn at all times. In addition, refreshments will not be provided. We also encourage shareholders who intend to attend the Annual Meeting to review the relevant guidance from public health authorities. In the event that we determine that it is necessary or appropriate to take additional steps related to how the Annual Meeting is conducted, including imposing additional attendance restrictions in light of public health concerns, details will be posted in advance on our website and, if possible, filed with the SEC.

What is the purpose of the Meeting?

At the Meeting, stockholders will be asked to elect FundCompany directors (see Proposal 1), ratify the selection of the Fund’sCompany’s independent registered public accounting firmaccountant (see Proposal 2), and approve, on a non-binding advisory basis, compensation paid to the Fund’sCompany’s named executive officers in 20152020 (see Proposal 3), and approve the Fund’s 2016 Equity Incentive Plan (see Proposal 4).

Who is entitled to vote at the Meeting?

If you owned shares of the FundCompany on the Record Date, you are entitled to receive notice of and to participate in the Meeting. A list of stockholders on the Record Date will be available for inspection during normal business hours at the Fund’s office at 700 Louisiana11650 South State Street, 48^th Floor, Houston, Texas 77002Suite 240, Draper, Utah 84020 for ten days before the Meeting.

What are the voting rights of holders of the Fund’sCompany’s common stock?

You may cast one vote per share of the Fund’sCompany’s common stock that you held on the Record Date on each proposal considered at the Meeting. These shares are: (a) held directly in your name as the stockholder of record or (b) held for you as the beneficial owner through a stockbroker, bank, or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many stockholders of the FundCompany hold their shares in “street name” through a stockbroker, bank or other nominee rather than directly in their own name. There are some important distinctions in how FundCompany shares are held.

Stockholder of Record. If your shares are registered directly in your name with the Fund’sCompany’s transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record; therefore, these proxy materials are being sent directly to you by the Fund.Company. As the stockholder of record, you have the right to vote in person at the Meeting, or to grant your voting proxy directly to the Fund.Company. You may vote online, by phone, or by mail.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” Your broker or nominee, who is considered the stockholder of record with respect to those shares, has forwarded these proxy materials to you. As the beneficial owner, you have the right to provide your broker with instructions on how to vote and are also invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Meeting (unless you have a signed proxy from the record holder, as described below). Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares.

Broker Discretionary Voting. New York Stock Exchange (“NYSE”) rules permit a broker member to vote on certain “routine” matters, including the ratification of auditors,independent registered public accountant, without instructions from the beneficial owner of the shares. The election of directors and the non-binding vote concerning compensation of the Fund’sCompany’s named executive officers in 2015 and approval of the Fund’s 2016 Equity Incentive Plan2020 are considered non-routine; therefore, brokers are not permitted to vote in respect of these matters without instructions from the beneficial owners. If you hold your stock in street name and you do not instruct your broker how to vote in the election of directors and these three proposals described in more detail herein, no votes will be cast on your behalf. Therefore, it is important that you cast your vote if you want it to count in respect of these matters.

What constitutes a quorum?

A quorum must be present at the Meeting for any business to be conducted. The presence at the Meeting, in person or by proxy, of a majority of the shares of common stock outstanding on the Record Date, or 6,336,8236,759,074 shares, will constitute a quorum. As of the Record Date, 12,673,64613,518,146 shares of the Fund’sCompany’s common stock, representing the same number of votes, were outstanding.

If there are not enough votes for a quorum or to approve a proposal at the Meeting, the stockholders who are represented in person or by proxy may adjourn the Meeting to permit the further solicitation of proxies. The persons named as proxies will vote proxies held by them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

What are the Board’s recommendations?

The Board recommends a vote “For” the election of the nominated slate of directors (see Proposal 1), “For” the ratification of the appointment of BDO USA, LLP (“BDO”) as the Fund’sCompany’s independent registered public accounting firmaccountant (see Proposal 2), and “For” the approval, on a non-binding advisory basis, of compensation paid to the Fund’sCompany’s named executive officers in 20152020 (see Proposal 3), and “For” the approval of the Fund’s 2016 Equity Incentive Plan (see Proposal 4). Unless you give other instructions in your proxy, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. With respect to any other matter that properly comes before the Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

What vote is required to approve the proposals?

Election of Directors. A plurality of votes cast at the Meeting at which a quorum is present is required to elect a director. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may not vote uninstructed shares held in street name for this proposal.

Ratification of Independent Registered Public Accounting FirmAccountant. The affirmative vote of a majority of all of the votes cast at the Meeting at which a quorum is present is required to ratify the selection of the independent registered public accounting firm.accountant. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may vote uninstructed shares held in street name for this proposal, and their votes will count as present for quorum purposes.

Non-Binding Advisory Vote Approving Executive Compensation in 20152020. The affirmative vote of a majority of all of the votes cast at the Meeting at which a quorum is present is required to approve, on a non-binding advisory basis, compensation paid to the Fund’sCompany’s named executive officers in 2015.2020. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may not vote uninstructed shares held in street name for this proposal.

Approval of Equity Incentive Plan. The affirmative vote of a majority of all of the votes cast at the Meeting at which a quorum is present is required to approve the Fund’s 2016 Equity Incentive Plan. The approval of the Plan requires the affirmative vote of a majority of the votes cast on the proposal at the Meeting. Abstentions and “broker non-votes” will not be counted as having been voted on the proposal, and therefore will have the same effect as negative votes.

How are votes counted?

In the election of directors, you may vote “For” all of the nominees or your vote may be “Withheld” with respect to one or more of the nominees. If you execute your proxy or provide broker voting instructions without specifying further your preference as to the nominees, your shares will be voted in accordance with the recommendations of the Board. To ratify the selection of the independent auditor,registered public accountant, you may vote “For” the ratification, “Against,” or you may “Abstain.” To cast your vote concerning the non-binding approval of compensation paid to the Fund’sCompany’s executive officers in 2015, or in respect of the Fund’s 2016 Equity Incentive Plan,2020, you may also vote “For” or “Against” each or both of these proposals,this proposal, or you may “Abstain” from voting in respect of each or both of these proposals.this proposal. Please refer to the preceding section in considering the effect of abstentions and “broker non-votes” for Proposals 3 and 4.Proposal 3.

Who can attend the Meeting?

All stockholders as of the Record Date, or their duly appointed proxies, may attend the Meeting. Each stockholder may be asked to present valid identification. Cameras, recording devices, and other electronic devices will not be permitted at the Meeting.

Please note that if you hold your shares in “street name” (that is, through a broker, bank, or other nominee), you will need to bring a “legal proxy” or a copy of a brokerage statement reflecting your stock ownership as of the Record Date.

How can I vote my shares in person at the Meeting?

Shares held directly in your name as the stockholder of record may be voted in person at the Meeting. If you choose to do so, please bring proof of identification. Even if you plan to attend the Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Meeting. Shares held in street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares.

How can I vote my shares without attending the Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Meeting by granting your voting proxy to the FundCompany (if you are the stockholder of record) or by providing voting instructions to your broker or nominee (if you hold shares beneficially in street name). You may vote online, by phone, or by mail. Please refer to the enclosed voting instruction card for details.

Can I change my vote after I execute my proxy?

Yes. You may change your proxy instructions at any time prior to the vote at the Meeting. You may accomplish this by granting a new proxy or new broker voting instructions at a later date (which automatically revokes the earlier proxy instructions) or by attending the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

What does it mean if I receive more than one notice of the Meeting?

It means your shares are registered differently or are in more than one account. Please grant a voting proxy and/or provide voting instructions for all accounts that you hold.

Where can I find the voting results of the Meeting?

We will publish final results of the Meeting in a FundCompany Form 8-K within four business days after the day on which the Meeting ended.

Who can I call if I have a question?

If you have any questions about this proxy statement, please call our proxy solicitor Georgeson, LLC, toll-freetoll free, at 1-800-561-3947.1-800-903-2897.

STOCK OWNERSHIP AND PERFORMANCE

Who are the largest owners of the Fund’sCompany’s stock?

Based on a review of filings with the SEC and other records of the Fund,Company, the FundCompany is aware of twothree beneficial owners of more than 5% of the outstanding shares of the Fund’sCompany’s common stock: (i) MVC Capital, Inc.; andJohn A. Hardy; (ii) SPQR Capital Holdings S.A., Lansdowne Capital Ltd. and Bertrand des Pallieres.Pallieres; and (iii) Bradley L. Radoff.

How much stock do the Fund’sCompany’s directors and executive officers own?

The following table shows the amount of the Fund’sCompany’s common stock beneficially owned (unless otherwise indicated) as of April 28, 2016,1, 2021, by (1) any person known to the FundCompany to be the beneficial owner of more than 5% of the outstanding shares of the Fund’sCompany’s common stock, (2) each director/director nominee of the Fund,Company, (3) each named executive officer, and (4) all directors/director nominees and executive officers as a group.

The number of shares beneficially owned by each entity, person, director/director nominee, or executive officer is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of April 28, 2016,1, 2021, or within 60 days after April 28, 2016,1, 2021, through the exercise of any stock option or other right. Unless otherwise indicated, to our knowledge each individual has sole investment and voting power, or shares such powers with his spouse, with respect to the shares set forth in the table.

Section 16(a) beneficial ownership compliance

Under the federal securities laws, our directors, executive officers, and any persons beneficially owning more than ten percent of our common stock are required to report their ownership of our common stock and any changes in that ownership to the FundCompany and the SEC. Specific due dates for these reports have been established by regulation. Based solely upon a review of reports furnished to the FundCompany and written representations of certain persons that no other reports were required, we believe that all of our directors and executive officers complied during 20152020 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Stock Performance Graph

The following graph compares the cumulative total return on our common stock with the cumulative total return of the Vanguard Small Cap Index and the NYSE Composite Index for the five years ended December 31, 2020. This comparison assumes $100.00 was invested in our common stock at the closing price of our common stock on December 31, 2015 and in the comparison groups and assumes the reinvestment of all cash dividends on the ex-dividend date prior to any tax effect. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

AUDIT COMMITTEE REPORT

The Audit Committee is appointed by the Board of Directors to review financial matters concerning the Fund.Company. Each member of the Audit Committee meets the independence requirements established by the Investment Company Act of 1940 (hereafter, the “1940 Act”) and under the applicable listing standards of the New York Stock Exchange. The Audit Committee is responsible for the selection, engagement, compensation, retention and oversight of the Fund’sCompany’s independent registered public accounting firm.accountant. We are also responsible for recommending to the Board of Directors that the Fund’sCompany’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year.

In making our recommendation that the Fund’sCompany’s financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2015,2020, we have taken the following steps:

Based on the reviews and actions described above, we recommended to the Board of Directors that the Fund’sCompany’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 20152020 for filing with the Securities and Exchange Commission.

Fraser Atkinson

Robert L. Knauss

Richard F. BergnerHenry W. Hankinson

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about the fiscal year 20152020 compensation policy for our named executive officers (“NEOs”). Our Compensation Committee determines the compensation terms for our Chief Executive Officer and, to the extent charged to the Fund on an hourly basis, the Board determines the fees that may be charged by our Secretary and Chief Compliance Officermembers of the Board for his services.their services not in connection with their duties as directors. Our Chief Executive Officer also determines compensation for all other NEOs. This section explains how compensation decisions were made for our NEOs during the year. The discussion below also addresses the principal elements of our approach to compensation.

Our NEOs are compensated with a view to satisfying two objectives: (i) compensating the Fund’sCompany’s NEOs appropriately for their contributions to the Fund’sCompany’s growth, profitability and other goals and objectives; and (ii) linking the interests of the Fund’sCompany’s NEOs to the long-term interests of the Fund’sCompany’s equity owners. The compensation terms for our NEOs generally recognize both short-term and long-term success but these compensation arrangements also emphasize rewarding the intermediate and long-term performance of our NEOs, as measured by the Fund’sCompany’s performance and relative shareholder return.

MostHistorically, most of our compensation arrangements with our NEOs consistconsisted primarily of two elements: base salary and possible annual cash bonus. We have also added equity incentives for certain of our NEOs as more particularly described below. In addition, while certain of our executives participateChief Financial Officer participates in a defined contribution retirement plan, we do not have any supplemental retirement benefits and generally do not provide perquisitesoffered similar plans to our executive officers. Our Chief Executive Officer and Secretary, for example, receive no health, retirement, or other employment-relatedNEOs pursuant to our agreements with them, although they have yet to avail themselves of any such benefits. Accordingly, we believe that the total level of compensation is critical to maintaining the competitiveness of our compensation arrangements, particularly given the absence of supplemental benefits and plans.

WeOn April 28, 2016, the Board adopted the Company’s 2016 Equity Incentive Plan (“Incentive Plan”), which is described in more detail herein. On March 17, 2017, the Company granted awards of restricted stock under the Incentive Plan to certain of the NEOs in the aggregate amount of 750,000 shares as particularly set forth under Grants of Plan-Based Awards below. The awards were subject to a vesting requirement over a 3-year period and, as such, are now fully-vested.

In addition to the awards of restricted stock to our NEOs described above, we also pay base cash compensation to our NEOs, which constitutes the bulk of their total cash remuneration. While the NEOs’ initial base compensation is determined by an assessment of competitive market levels, the factors used in determining changes to base compensation include individual performance, changes in role and/or responsibility and changes in the competitive market environment. The FundCompany may pay an annual cash bonus thatwhich results in cash payments to our NEOs. The amount of the cash bonus is determined by the individual agreements with our NEOs or by our Chief Executive Officer on a discretionary basis. In the case of our Secretary and Chief Compliance Officer or other members of our Board who provide services to the Fund,Company not in connection with their duties as directors, the Board has determined an hourly rate of $250$300 for such services. OurWe have agreements with our Chief Executive Officer, isChief Financial Officer, and Secretary and Chief Compliance Officer, the only NEO with whom we have a compensation agreement. The terms of this agreementwhich are summarized beginning on page 1619 of this proxy statement.

In determining the structure of our executive compensation policies and the appropriate levels of incentive opportunities, the Compensation Committee or our Chief Executive Officer, as appropriate, considers whether the policies reward reasonable risk-taking and whether the incentive opportunities achieve the proper balance between the need to reward employees and the need to protect shareholder returns. We believe that the focus on total compensation provides incentives to create long-term value for shareholders while taking thoughtful and prudent risks to grow the Fund.Company.

In addition, at the Company’s Annual Meeting of Stockholders held on May 7, 2020, the Company held a non-binding stockholder vote to approve the compensation paid to its named executive officers in 2019, commonly referred to as a “say-on-pay” vote. The Company’s shareholders approved such compensation by a non-binding, advisory vote with approximately 94.2% of the votes submitted on the proposal voting in favor of the resolution. The Compensation Committee considered the results of this vote and views this vote as confirmation that the Company’s shareholders support the Company’s executive compensation policies and decisions.

Summary Compensation Table

The following table summarizes the total compensation that the FundCompany paid during the fiscal years ended December 31, 20152020, 2019, and 20142018 to the NEOs, who are the Chief Executive Officer, and the Chief Financial Officer, and our other most highly compensated executive officers who received more than $100,000 in annual compensation from the Fund.Company.

The Company’s 2016 Equity Incentive Plan

On April 28, 2016, the Board adopted the Incentive Plan, which was also approved by our stockholders on June 13, 2016. On January 10, 2017, the SEC issued an exemptive order approving the Incentive Plan and certain awards intended to be made thereunder. The Incentive Plan is intended to promote the interests of the Company by encouraging officers, employees, and directors of the Company and its affiliates to acquire or increase their equity interest in the Company and to provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock as well as common stock purchase options. The maximum number of shares of common stock that are subject to awards granted under the Incentive Plan is 2,434,728 shares. The term of the Incentive Plan will expire on June 13, 2026.

Since the adoption of the Incentive Plan, we have chosen to utilize shares of our restricted stock, rather than stock options or other equity-based incentive compensation, as long-term incentive compensation. We use restricted stock awards to (i) attract and retain key officers and employees, (ii) enable our officers and employees to participate in our long-term growth and (iii) link these persons’ compensation to the long-term interests of our stockholders. Each restricted stock award is for a fixed number of shares as set forth in an award agreement between the grantee and us. Award agreements set forth time and/or performance vesting schedules and other appropriate terms and/or restrictions with respect to awards, including rights to dividends and voting rights.

The Compensation Committee has been delegated responsibility by the Board to administer the Incentive Plan in accordance with an exemptive order granted by the SEC and applicable rules of the NYSE. The Compensation Committee has also been delegated the authority to approve stock-based awards or other equity incentives permitted under the Incentive Plan to our officers and employees. The Compensation Committee is comprised of three independent directors who are independent pursuant to the requirements of the NYSE. The Board may revest its authority to administer or approve awards under the Incentive Plan at any time. At the time of each award granted to each NEO, the Compensation Committee determines the terms of the award, including the performance period (or periods) and the performance objectives, if any, relating to the award.

Grants of Plan-Based Awards in 2017, 2018, 2019, and 2020

The Compensation Committee meets from time to time throughout the year to consider, among other matters, compensation to our Chief Executive Officer and other compensation matters, including the administration of the Incentive Plan. On March 17, 2017, the Compensation Committee approved the grant of an aggregate of 750,000 shares of restricted stock to our NEOs under the Incentive Plan. Specific performance factors that the Compensation Committee considered in determining the granting of restricted included the achievement of financial and operational goals in previous years and individual employee performance during these years in such areas as work ethic, proficiency and overall contribution to the Company. In the case of Mr. Hardy, such considerations also included his waiver of approximately $2.2 million in bonus payments related to portfolio dispositions in prior years as described under Executive Compensation Agreements below. No award of restricted stock or other equity incentives was made to our NEOs prior to the awards granted in March 2017, and no further grants or awards of restricted stock or other equity incentives were made to our NEOs during 2018, 2019, or 2020. Restricted stock awards allow the Company to account for our Incentive Plan based on the price of our common stock, fixed at the grant date of such award, resulting in a known maximum cost of such award under our Incentive Plan at the time of grant.

On March 17, 2017, the Compensation Committee approved grants of restricted stock awards to the NEOs as described above. To the extent that any portion of the awards of restricted shares vested at the time of grant, these restricted shares of stock were valued at $2.40, the closing price of our common stock on the NYSE on March 17, 2017, the grant date. None of these shares of restricted stock may be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of prior their vesting date, and, if any of the forfeiture conditions occur prior to vesting of any portion of these restricted shares, all rights of the NEO to such shares will terminate, without further obligation on the part of the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the awards of restricted stock to our NEOs for which forfeiture provisions have not lapsed and remain unvested and outstanding at December 31, 2020.

Equity Awards Vested in 2020

The following table sets forth information regarding shares of restricted stock for which forfeiture provisions lapsed during 2020:

Potential Payments upon Termination or Change of Control

This section describes and quantifies the estimated compensation payments and other benefits to which our NEOs would be entitled upon the occurrence of a change of control or certain termination conditions described in each such NEO’s individual agreement with the Company, or Incentive Plan award agreement, as the case may be.

John A. Hardy – Chief Executive Officer.

L’Sheryl D. Hudson – Chief Financial Officer.

Kenneth I. Denos – Secretary and Chief Compliance Officer.

The following table summarizes these potential payments to our NEOs upon termination:

Report of the Compensation Committee

As part of our responsibilities, we have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which begins on page 8 of this proxy statement. Based on such review and discussions, we have recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in this proxy statement.

Henry W. Hankinson

Fraser Atkinson

Robert L. Knauss

Richard F. Bergner

GOVERNANCE OF THE FUNDCOMPANY

How is the Fund’sCompany’s management structured?

The Board of Directors changed the Fund’sCompany’s operations to an internalized management structure on July 1, 2009. This means that, unlike many closed-end funds and business development companies, the FundCompany directly employs its management team and incurs the costs and expenses associated with FundCompany operations. There is no outside investment advisory organization providing services to the FundCompany under a fee-based advisory agreement, or an administrative organization charging the FundCompany for services rendered.

What are the duties of the Board of Directors?

Leadership Structure. The Board provides overall guidance and supervision with respect to the operations of the FundCompany and performs the various duties specified for directors of business development companies under the 1940 Act. Among other things, the Board supervises FundCompany management, the custodial arrangements for portfolio securities, the selection of accountants, fidelity bonding, and transactions with affiliates.

The Board meets in regularly scheduled meetings each year. All Board actions are taken by majority vote unless a higher percentage is required by law or the Fund’sCompany’s certificate of incorporation or by-laws require that the actions be approved by a majority of the directors who are not “interested persons” (as defined in the 1940 Act) of the Fund—Company—referred to as “independent directors.”

The 1940 Act requires that a majority of the Fund’sCompany’s directors be independent directors. The Board is currently composed of 85 directors, including 63 independent directors. As discussed below, the Board has established 4 Committees to assist the Board in performing its oversight responsibilities.

The Board has appointed John A. Hardy to serve as the Fund’sCompany’s Chief Executive Officer. In addition to being the principal executive officer of the Fund,Company, one of the Chief Executive Officer’s roles is to set the agenda of the Board and determine what information is provided to the Board with respect to matters to be acted upon by the Board.

The Board has also appointed Robert L. Knauss as its Chairman. The Chairman presides at all meetings of the Board and leads the Board through its various tasks. The Chairman also acts as a liaison with the Fund’sCompany’s principal executive officer in carrying out his functions, as well as with the Fund’sCompany’s Chief Compliance Officer. The Chairman may perform such other functions as may be requested by the Board. The designation of Chairman does not impose on such independent director any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The FundCompany has determined that the Board’s leadership structure is appropriate given the characteristics and circumstances of the Fund,Company, including such items as the business development company requirements, net assets of the Fund,Company, and the committee structure of the Fund.Company.

Risk Oversight. Through the Board’s direct oversight role, and indirectly through its Committees, the Board performs a risk oversight function for the FundCompany consisting, among other things, of the following activities:

What Committees has the Board established?

The Board has four standing committees: an Audit Committee, a Governance and Nominating Committee, a Compensation Committee, and a Committee of Independent Directors.

Who are the current Board members and what are their Committee memberships?

The members of the Board of Directors on the date of this proxy statement and the Board Committees on which they serve are identified in the following table:

Audit Committee

The charter of the Audit Committee specifies that the purpose of the Audit Committee is to assist the Board in its oversight of the integrity of:

In furtherance of the foregoing purpose, the Audit Committee’s authority and responsibilities include to:

The charter of the Audit Committee is available on the Fund’sCompany’s website (www.equuscap.com). The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its duties. The Committee’s meetings include, whenever appropriate, executive sessions with the Fund’sCompany’s independent registered public accounting firmaccountant without the presence of management.

Each member of the Audit Committee is an independent director within the meaning of SEC regulations and the listing standards of the New York Stock Exchange (“NYSE”). Fraser Atkinson, the chair of the Audit Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations and the Board has determined that he has accounting and related financial management expertise within the meaning of the listing standards of the NYSE. The Audit Committee met four times during 2015.2020.

Committee of the Independent Directors

The functions of the Committee of the Independent Directors are to: recommend to the full Board approval of any management, advisory, or administration agreements; recommend to the full Board any underwriting or distribution agreements; review the fidelity bond and premium allocation; review any joint insurance policies and premium allocation; review and monitor the Fund’sCompany’s compliance with procedures adopted pursuant to certain rules promulgated under the 1940 Act, meet regularly with the Fund’sCompany’s Chief Compliance Officer; and carry out such other duties as the independent directors shall, from time to time, conclude are necessary in the performance of their duties under the 1940 Act.

The Committee of Independent Directors met at regularly scheduled Board Meetings in executive sessions without any members of management present. EachDuring 2020, each member of this Committee iswas considered an independent director within the meaning of SEC regulations and the listing standards of the NYSE.

Compensation Committee

The Compensation Committee is responsible for reviewing and evaluating the compensation of the Fund’sCompany’s Chief Executive Officer. In addition, the Compensation Committee periodically reviews independent and interested director compensation and recommends any appropriate changes to the Board. Lastly, the Compensation Committee produces a report on the Fund’sCompany’s executive compensation practices and policies for inclusion in the Fund’sCompany’s proxy statement if required by applicable proxy rules and regulations and makes recommendations to the Board on the Fund’sCompany’s executive compensation practices and policies. The charter of the Compensation Committee is available on the Fund’sCompany’s website (www.equuscap.com).

Each member of the Compensation Committee is an independent director within the meaning of SEC regulations and the listing standards of the NYSE. This Committee met three timesonce during 2015.2020.

Governance and Nominating Committee

The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance. The Committee selects individuals for nomination to the Fund’sCompany’s Board. In addition, the Governance and Nominating 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. The charter of the Governance and Nominating Committee is available on the Fund’sCompany’s website (www.equuscap.com).

All of the members of the Governance and Nominating Committee are independent directors within the meaning of SEC regulations and the listing standards of the NYSE. This Committee met oncetwo times during 2015.2020.

How does the Board select nominees for the Board?

The Governance and Nominating Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Fund’sCompany’s Secretary or any member of the Governance and Nominating Committee in writing in care of Equus Total Return, Inc., 700 Louisiana Street, 48^th Floor, Houston, TX 77002. To be considered by the Governance and Nominating Committee, stockholder nominations must be submitted before our fiscal year-end and must be accompanied by a description of the qualifications of the proposed candidate and a written statement from the proposed candidate that he or she is willing to be nominated and desires to serve if elected. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Fund’sCompany’s by-laws relating to stockholder nominations as described in “Additional Information—Stockholder Proposals for the 20172022 Annual Meeting,” below. Nominees for director who are recommended by stockholders will be evaluated in the same manner as any other nominee for director.

Once the Governance and Nominating Committee has identified a prospective nominee, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors considered by the Committee. If the Committee determines, in consultation with the other Board members as appropriate, that additional consideration is warranted, it may gather additional information about the prospective nominee’s background and experience. A Committee member will interview a qualified candidate, and a qualified candidate may meet other directors. The Committee then determines, based on the background information and information obtained in interviews, whether to recommend to the Board that a candidate be nominated to the Board.

The Governance and Nominating Committee believes a prospective nominee for director should, at a minimum, satisfy the following standards and qualifications and evaluates prospective nominees accordingly:

The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, diversity, and the need for Audit Committee expertise.

In considering diversity, the Committee considers diversity of background and experience as well as ethnic and other forms of diversity. The Committee does not, however, have any formal policy regarding diversity in identifying nominees for a directorship, but rather, considers it among the various factors relevant to any particular nominee. After completing the evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Committee.

How does the Board determine which directors are considered independent?

When the Board undertook its annual review of director independence, the Board considered transactions and relationships between each director or any member of his immediate family and the Fund.Company. The Board also examined transactions and relationships between directors or their affiliates and members of the Fund’sCompany’s senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that all of the directors nominated for election at the Meeting are independent of the FundCompany and its management with the exception of John A. Hardy and Kenneth I. Denos. Mr. Hardy is an interested director because he serves as the Fund’sCompany’s Chief Executive Officer.Officer, and Mr. Denos is an interested director because he serves as the Fund’s Secretary.Company’s Secretary and Chief Compliance Officer.

How often did the Board meet during 2015?2020?

During 2015,2020, the Board met sixeight times. Except for Messrs. Benedetti and des Pallieres, eachEach director attended at least 75% of all meetings held by the Board or the committees of the Board on which he served, and six of theall directors attended, all meetingseither in person or via telephone, the Company’s annual meeting of the Board and committeesstockholders held on which he served.May 7, 2020. The FundCompany does not have a policy about directors’ attendance at the annual meeting of stockholders.

How are directors compensated?

During 2015,As compensation for services to the Fund, each independent director received: (i) $5,000 for each quarter served on the Fund’s Board plusIndependent Director receives an annual fee of $40,000 paid quarterly in arrears, a fee of $2,000 for each meeting of the directors attended; (ii)Board or committee thereof attended in person, a fee of $1,000 for participation in each telephonic meeting conducted by telephonic conference; (iii) $1,000 for eachof the Board or committee meeting attended;thereof, and (iv) reimbursement forof all out-of-pocket expenses relating to attendance at such meetings. The chair of the Audit Committeeeach of our standing committees (audit, compensation, and nominating and governance) also receives $15,000 annually for his service. Anan annual fee of $15,000 is paid$50,000, payable quarterly in arrears. We may also pay other one-time or recurring fees to the Chairmanmembers of the Board.our Board in special circumstances.

Interested directors who are not executive officers of the FundCompany do not receive annual fees for their service on the Board but may receive director fees for each director meeting attended. Interested directors may serve as directors of portfolio companies and in such capacities may receive and retain directors’ fees and other compensation directly from the portfolio companies.

We may also engage directors to perform various services for the Fund, either on an interim basis or pursuant to a monthly consulting arrangement. In 2015, we paid Fraser Atkinson a fee of $60,000 in lieu of his standard compensation as Chairman of the Audit Committee for additional duties undertaken in connection with the Fund’s review and analysis of its portfolio holdings for the year. Also in 2015, we paid Global Energy Associates, LLC (“GEA”), a consulting firm owned by Henry W. Hankinson, $75,000 pursuant to a consulting agreement with Equus Energy, LLC, in respect of sourcing and reviewing investment opportunities in the energy sector. The agreement with GEA provides for monthly payments of $6,250 in respect of services rendered in connection with the engagement.

In respect of services provided to the FundCompany by members of the Board not in connection with their roles and duties as directors, the FundCompany pays a rate of $250$300 per hour for services rendered. In connection with hourly services rendered by Kenneth I. Denos Secretary and Chief Compliance Officer ofin such capacity, the Fund, the FundCompany incurred $307,063$349,725 in such expenses in 2015.2020.

Independent/non-officer directors were paid an aggregate of $311,000$315,000 and $300,000$337,000 as cash compensation for their services for the years ended December 31, 20152020 and 2014, respectively.2019, respectively, and also issued stock awards to such directors in 2017, the value of the vested portion of which was an aggregate of $16,950 in 2020 and $29,520 in 2019. The following table set forth the cash and other forms of compensation that the FundCompany paid to each person who served as a director during 2015:2020:

20152020 Director Compensation Table

* Mr. Atkinson’s compensation for 2015 includes a paymentRepresents the portion of $60,000 as Audit Committee Chairman for additional duties undertaken in connection withrestricted stock awards issued pursuant to the Fund’s review and analysis of its portfolio holdings for the year.Company’s 2016 Equity Incentive Plan that became vested during 2020.

Who are the executive officers of the Fund?Company?

The name, address and age of each executive officer, their position, term of office and length of time served with the Fund,Company, along with certain business information, are set forth in the table below.

There are no arrangements or understandings between any of the executive officers and any other person pursuant to which any of such officers was or is to be selected as an officer.

Executive Compensation Agreements

During 2010, the FundJohn A. Hardy. Effective September 1, 2020, Equus entered into a compensationan agreement with John A. Hardy, itsthe Company’s Chief Executive Officer. The agreement which remained in effect for 2015, provides for base compensation to Mr. Hardy of $200,000$450,000 per annum, as well as various annual and an annual bonusperiodic bonuses based upon achievement of certain criteria, onesuch as acquisitions made by the Company and a percentage of which isthe amount received in connection with the disposition of the Company’s existing portfolio company investments, for cash.as well as a percentage of the net amount received in connection with the disposition of future portfolio investments. The bonus isagreement also entitles Mr. Hardy to receive restricted stock awards equal to 5% of the Company’s issued and outstanding shares as of the date of the agreement. The annual bonuses are subject to an annual cap of $150,000,equal to Mr. Hardy’s base compensation, and any bonusof the annual bonuses earned that exceedsexceed the cap will be carried over into subsequent fiscal years. If the agreement is terminated without cause or the Company experiences a change of control, as defined therein, Mr. Hardy will be entitled to receive two year’s base compensation, together with all bonuses earned up to the date of termination. Since 2010, Mr. Hardy has voluntarily waived his right to $2,183,298approximately $2.2 million of earned, but unpaid, bonus since his appointment as the effectiveprincipal executive officer of Equus.

L’Sheryl D. Hudson. Effective April 1, 2017, Equus entered into an employment agreement (“Employment Agreement”) with L’Sheryl D. Hudson, the Company’s Senior Vice President and Chief Financial Officer. The Employment Agreement is for a two-month term and thereafter on a month-to-month basis, and provides for base salary equal to $209,615 on an annualized basis and an annual longevity bonus equal to $5,000 plus $250 for each year employed by or on behalf of the Company. If the Employment Agreement is terminated by the Company without “cause” or by Ms. Hudson for “good reason”, as defined therein, Ms. Hudson will be entitled to a severance benefit equal to one year’s base salary as then in effect.

Kenneth I. Denos. Effective November 1, 2020, Equus entered into an agreement with Kenneth Denos, the Company’s Secretary and Chief Compliance Officer. The agreement provides for base compensation of $360,000 per annum, as well as various annual and periodic bonuses based upon achievement of certain criteria, such as acquisitions made by the Company, and a percentage of the amount received in connection with the disposition of the Company’s existing portfolio investments, as well as a percentage of the net amount received in connection with the disposition of future portfolio investments. The agreement also entitles Mr. Denos to receive restricted stock awards equal to 2.5% of the Company’s issued and outstanding shares as of the date of the agreement. No bonus referableThe annual bonuses are subject to an annual cap equal to Mr. Denos’s base annual compensation, and any of the amount so waivedannual bonuses earned that exceed the cap will be carried over into subsequent fiscal years. If the consulting agreement is terminated without cause or the Company experiences a change of control, as defined therein, Mr. HardyDenos will be entitled to receive onetwo year’s base consulting fee,compensation, together with all bonuses earned (but not previously waived) up to the date of termination. Mr. Hardy is not entitled to participate in any employee-related benefits, including health, life and disability plans, of the Fund.

Grants of Plan-Based Awards

During 2015, we did not grant any plan-basedOn March 17, 2017, the Company granted awards of restricted stock under the Incentive Plan to ourcertain of its directors and executive officers.officers in the aggregate amount of 844,500 shares. The awards were each subject to a vesting requirement over a 3-year period and have now fully vested.

Outstanding Equity Awards

AsOther than the awards of December 31, 2015, there wererestricted stock under the Incentive Plan made in 2017 as described under Grants of Plan-Based Awards above, the Company had no unexercised options, stock that had not vestedother equity awards outstanding in 2018, 2019, or equity incentive plan awards for any executive officer of the Fund.2020.

Options Exercised and Stock Vested

During 2015,2020, 140,000 shares of restricted stock issued to directors and executive officers under the Incentive Plan in March 2017 became vested according to the terms of the award agreements entered into by each of the recipients and the Company. Other than the foregoing, there were no stock options, SARs or similar instruments exercised by any executive officer of the FundCompany and there was no vesting of stock, including restricted stock, restricted stock units or similar instruments by any executive officer of the Fund.Company during 2020.

Pension Benefits

The FundCompany does not have any plan that provides for payments or other benefits at, following, or in connection with the retirement of its executive officers.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

During 2015,2020, other than pursuant to a separate written agreement or a 401(k) plan for certain employees wherein the FundCompany provides a match of 3% of employee compensation, the FundCompany did not have any defined contribution or other plan that provided for the deferral of compensation by any executive officer of the FundCompany on a basis that was not tax-qualified.

Chief Executive Officer Pay Ratio

Mr. Hardy's total compensation for 2020 was $1,104,583, which included $833,333 in cash and restricted stock awards valued at $141,250, and other compensation of $130,000 as reflected in the Summary Compensation Table above. The total compensation of our median employee, excluding Mr. Hardy, for 2020 was $313,152. As a result, Mr. Hardy's total compensation was approximately 3.53 times that of our median employee for 2020. We selected December 31, 2020 as the date used to identify our “median employee” whose annual total compensation was the median of the total annual compensation of all of our officers and employees (other than our Chief Executive Officer) for 2020. As of December 31, 2020, our officer and employee population consisted of 3 individuals (excluding Mr. Hardy), all of whom were continuously employed or engaged by the Company during the year. To identify our median employee, we compared the annual total compensation for each officer and employee of the Company, as determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary, bonus, restricted stock awards, employer contributions to employee accounts in our 401(k) plan, employer contributions to employee accounts in our deferred compensation plan and earnings thereon, and company-paid life insurance premiums.

Benefits and Perquisites.

Except for our Chief Executive Officer and Secretary, weWe provide the opportunity for certain of our named executive officersNEOs and other full-time employees to receive certain perquisites and general health and welfare benefits, which consist of life and health insurance benefits, and reimbursement for certain medical expenses.

PROPOSAL 1—ELECTION OF DIRECTORS

The by-laws of the FundCompany provide for a minimum of three and a maximum of fifteen directors (a majority of whom must be independent directors). There are eightfive director nominees (which include sixthree independent director nominees). The Board is not recommending any other director nominees.

The current term of office of all of the Fund’sCompany’s directors expires at the 20162021 annual meeting and upon the election and qualification of their successors in office. The Board proposes that the following nominees be elected for a new term of one year and until their respective successors have been duly elected and qualified or until they resign, die, or are removed from office. Each of the nominees has consented to serve if elected. The Board knows of no reason why any nominee for director would be unable to serve as a director. If at the time of the Meeting any nominee is unable or unwilling to serve as a director of the Fund,Company, the persons named as proxies will vote for a substitute nominee designated by the Board.

Based on a review of the experience, qualifications, attributes and skills of each nominee, including those enumerated in the table below, the Board has determined that each nominee is qualified to serve as a director of the Fund.Company. We invite you to read the summary backgrounds of each of the nominees included in this Proposal section. These qualifications, as well as other qualifications preceding the five-year reporting period in the table below, support the conclusion that each individual should serve as a director in light of the Fund’sCompany’s business and structure.

Nominees for Director

Independent Directors

700 Louisiana Street

48^th Floor

Houston, Texas 77002

Age: 49

Term expires
2016;

Director
since 2010.

Interested Directors⁽¹⁾

Qualifications of Director Nominees

When considering whether our director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our operational and organizational structure, the Nominating and Corporate Governance Committee and the Board focused primarily on the information discussed in each of the director nominees’ individual biographies set forth above and on the following particular attributes:

There are no arrangements or understandings between any of the directors and any other person pursuant to which any of such directors was or is to be selected as a director.

A plurality of votes cast at the Meeting at which a quorum is present is required to elect a director. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may not vote uninstructed shares held in street name for this proposal.

The Board of Directors recommends that each stockholder vote

“For”

each of the Board nominated persons

Dollar Range of Equity Securities Beneficially Owned by Current Directors/Director Nominees

PROPOSAL  2—RATIFICATION OF

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMACCOUNTANT

The Fund’sCompany’s Audit Committee approved and the Board members unanimously approved and ratified the selection of BDO as the Fund’sCompany’s independent registered public accounting firmaccountant for the fiscal year ending December 31, 2016.2021. BDO has served as the Fund’sCompany’s independent accounting firmregistered public accountant since December 4, 2014.

Audit Fees and All Other Fees

Aggregate fees that BDO billed to the FundCompany for professional services for the years ended December 31, 20152020 and 20142019 were as follows:

Prior to the appointment of BDO in December 2014, UHY LLP served as the Fund’s independent accounting firm. Aggregate fees that UHY billed to the Fund for professional services for the years ended December 31, 2015 and 2014 were as follows:

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permitted non-audit services (including the fees and terms thereof) to be performed by any independent registered public accounting firmaccountant engaged by the Fund.Company. Certain services may not be provided by the independent registered public accounting firmaccountant to the FundCompany without jeopardizing the independent registered public accounting firm’saccountant’s independence.

The Audit Committee’s procedures require approval of the engagement of the independent registered public accounting firmaccountant for each fiscal year and approval of the engagement by a majority of the Fund’sCompany’s independent directors. The procedures permit the Audit Committee to pre-approve the provisions of types or categories of non-audit services for the FundCompany on an annual basis at the time of the firm’s engagement and on a project-by-project basis. At the time of the annual engagement of the Fund’s accounting firm,Company’s independent registered public accountant, the Audit Committee is to receive a list of the categories of expected services with a description and an estimated budget of fees. In its pre-approving all audit services and permitted non-audit services, the Audit Committee or a delegated member determines that the provision of the service is consistent with, and will not impair, the ongoing independence of the independent registered public accounting firmaccountant and sets any limits on fees or other conditions it finds appropriate. Non-audit services may also be approved on a project-by-project basis by the Audit Committee consistent with the same standards for determination and information.

The Audit Committee may also designate a member of the Committee to pre-approve non-audit services that have not been pre-approved or changes in non-audit services previously pre-approved. Any actions by the designated member must be ratified by the Audit Committee by the time of its next regularly scheduled meeting. The Fund’sCompany’s pre-approval procedures are reviewed annually by the Audit Committee and the FundCompany maintains a record of the decisions made by the Committee pursuant to the procedures.

A representative of BDO will not be attending the Meeting. The affirmative vote of a majority of all of the votes cast at the Meeting at which a quorum is present is required to ratify the selection of BDO. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may vote uninstructed shares held in street name for this proposal, and their votes will count as present for quorum purposes.

THE BOARD RECOMMENDS A VOTE

“FOR”

BDO USA, LLP AS THE FUND’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR FISCAL YEAR 2016

PROPOSAL 3—ADVISORY VOTE

ON EXECUTIVE COMPENSATION

The Compensation Discussion and Analysis beginning on page 9 of this proxy statement describes the Fund’s executive compensation policies and the compensation decisions that the Compensation Committee, Board, and our Chief Executive Officer made in 2015 with respect to the compensation of the Fund’s named executive officers. The Board is asking shareholders to cast a non-binding, advisory vote FOR the following resolution:

RESOLVED, that the compensation paid to the Fund’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this proxy statement, is hereby APPROVED.

This proposal, which is sometimes referred to as a “say-on-pay vote,” is provided as required pursuant to Section 14A of the Exchange Act.

As described in the Compensation Discussion and Analysis, the Fund’s executive compensation policies embodies a pay-for-performance philosophy that supports the Fund’s business strategy and aligns the interests of its executives with those of its shareholders, with the objective of attracting, retaining and motivating the best possible executive talent and avoiding risks that would be reasonably likely to have a material adverse effect on the Fund. For these reasons, the Board is asking shareholders to support this proposal. Although the vote the Board is asking you to cast is non-binding, the Compensation Committee and the Board value the views of shareholders and will consider the outcome of the vote when determining future compensation arrangements for the Company’s named executive officers.

The affirmative vote of a majority of all of the votes cast at the Meeting at which a quorum is present is required to approve this proposal. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may not vote uninstructed shares held in street name for this proposal.

THE BOARD RECOMMENDS A VOTE

“FOR”

BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

FOR FISCAL YEAR 2021

PROPOSAL 3—ADVISORY VOTE

ON EXECUTIVE COMPENSATION

The Compensation Discussion and Analysis beginning on page 8 of this proxy statement describes the Company’s executive compensation policies and the compensation decisions that the Compensation Committee, Board, and our Chief Executive Officer made in 2020 with respect to the compensation of the Company’s named executive officers. The Board is asking shareholders to cast a non-binding, advisory vote FOR the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this proxy statement, is hereby APPROVED.

This proposal, which is sometimes referred to as a “say-on-pay vote,” is provided as required pursuant to Section 14A of the Exchange Act.

As described in the Compensation Discussion and Analysis, the Company’s executive compensation policies embodies a pay-for-performance philosophy that supports the Company’s business strategy and aligns the interests of its executives with those of its shareholders, with the objective of attracting, retaining and motivating the best possible executive talent and avoiding risks that would be reasonably likely to have a material adverse effect on the Company. For these reasons, the Board is asking shareholders to support this proposal. Although the vote the Board is asking you to cast is non-binding, the Compensation Committee and the Board value the views of shareholders and will consider the outcome of the vote when determining future compensation arrangements for the Company’s named executive officers.

The affirmative vote of a majority of all of the votes cast at the Meeting at which a quorum is present is required to approve this proposal. Abstentions will not be counted as votes cast and will have no effect on this proposal. Brokers may not vote uninstructed shares held in street name for this proposal.

THE BOARD RECOMMENDS A VOTE

“FOR”

THE ADVISORY PROPOSAL TO APPROVE

THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

PROPOSAL 4—APPROVAL OF THE FUND’S 2016 EQUITY INCENTIVE PLAN

On April 15, 2016, the Board adopted the Fund’s 2016 Equity Incentive Plan (the “Plan”) and recommended that the Fund’s shareholders approve the Plan. If the Plan is approved by our shareholders at the Meeting, the Plan will be effective as of June 13, 2016.

The Plan is intended to promote the interests of the Fund by encouraging officers, employees, and directors of the Fund and its affiliates to acquire or increase their equity interest in the Fund and to provide a means whereby they may develop a proprietary interest in the development and financial success of the Fund, to encourage them to remain with and devote their best efforts to the business of the Fund, thereby advancing the interests of the Fund and our stockholders. The Plan is also intended to enhance the ability of the Fund and its affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Fund.

A majority of the votes cast is required to approve this proposal. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal.

Summary of Material Features of the Plan

The material features of the Plan are:

Based solely on the closing price of our common stock as reported by the New York Stock Exchange on April 15, 2016, the maximum aggregate market value of the common stock that could potentially be issued under the Plan is approximately $4.1 million. The shares we issue under the Plan will be authorized but unissued shares or shares that we reacquire due to the forfeiture or cancellation of shares underlying awards granted to Plan participants. The shares of common stock underlying any awards under the Plan that are forfeited, cancelled or are otherwise terminated (other than by exercise) are added back to the shares of common stock available for issuance under the Plan.

THE BOARD RECOMMENDS A VOTE

“FOR”

APPROVAL OF THE FUND’S 2016 EQUITY INCENTIVE PLAN

SUMMARY OF THE PLAN

The following is a summary of the key terms of the Plan. The summary does not purport to be a complete description of all provisions of the Plan and is qualified in its entirety by reference to the complete text of the Plan which is attached as an exhibit to this proxy statement.

Plan Administration. The Plan will be administered by the Board of Directors or a committee of the Board comprised solely of individuals who are not considered “interested persons” of the Fund as defined in Section 2(a)(19) of the 1940 Act (the Board or the Committee discharged to administer the Plan is hereafter referred to as the “Plan Administrator”). The Plan Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Plan.

SEC Orders and Limitations on Awards. We will be required, and following approval of the Plan we intend to seek, an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) to enable us to grant awards under the Plan to non-employee directors. Further, we will also require and intend to also seek an exemptive order from the SEC to grant awards consisting of restricted stock. We may also modify certain terms and conditions of the Plan depending upon the requirements of the SEC.

Eligibility. Persons eligible to participate in the Plan will be those full or part-time officers, employees, and non-employee directors of the Fund and its subsidiaries as selected from time to time by the Plan Administrator in its discretion (sometimes referred to hereinafter as “Participants” or individually as a “Participant”). Approximately 10 individuals are currently eligible to participate in the Plan, which includes 3 officers, one employee who is not an officer, and 6 non-employee directors.

Aggregate Plan Limits. 2,534,728 shares are initially available for issuance under the Plan. The amount of voting securities that would result from the exercise of all options, together with any restricted stock issued pursuant to the Plan, at the time of issuance shall not exceed 25% of our outstanding voting securities, except that if the amount of voting securities that would result from such exercise of all of our outstanding options, together with any restricted stock issued pursuant to the Plan, would exceed 15% of our outstanding voting securities, then the total amount of voting securities that would result from the exercise of all outstanding options, together with any restricted stock issued pursuant to the Plan, at the time of issuance shall not exceed 20% of our outstanding voting securities. Any shares withheld from an award, either to satisfy tax withholding requirements, or pursuant to the delivery of shares of common stock or restricted stock upon the exercise of options, will not be returned to the Plan reserve.

Individual Plan Limits. The maximum award of stock options granted to any one individual will not exceed 1,000,000 shares of common stock (subject to adjustment for stock splits and similar events) for any calendar year period, net of any shares canceled or redeemed in connection with any tax withholding. The maximum award of shares of restricted stock issued to any one individual will not exceed 500,000 shares of common stock (subject to adjustment for stock splits and similar events) for any calendar year period, net of any shares canceled or redeemed in connection with any tax withholding.

Amendment and Termination. The Board may, without shareholder approval, modify, revise or terminate the Plan at any time and from time to time, subject to the terms of (a) the Order, (b) the Fund’s Certificate of Incorporation and Bylaws, and (c) applicable law. The Board will seek stockholder approval of any action modifying a provision the Plan if it is determined that such stockholder approval is appropriate under the provisions of applicable law, the Fund’s Certificate of Incorporation or Bylaws, or pursuant to an order from the SEC. The Plan will terminate when all shares of the Fund’s common stock reserved for issuance thereunder have been issued and the forfeiture provisions on all restricted stock awards have lapsed, or otherwise by action of the Board.

Stock Options. The Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and (2) options that do not so qualify. Options granted under the Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Fund and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors. The option exercise price of each option will be determined by the Plan Administrator but may not be less than 100% of the fair market value of the common stock on the date of grant, or if required under the Investment Company Act of 1940, as amended (the “1940 Act”), not less than the net asset value of the common stock on the date of grant. Fair market value for this purpose will be the last reported sale price of the shares of common stock on the New York Stock Exchange on the date of grant.

The term of each option will be fixed by the Plan Administrator and may not exceed ten years from the date of grant. The Plan Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Plan Administrator. In general, unless otherwise permitted by the Plan Administrator, no option granted under the Plan is transferable by the optionee other than by will or by the laws of descent and distribution, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Plan Administrator or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee for at least six months or were purchased in the open market. Subject to applicable law, the exercise price may also be delivered to the Fund by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Plan Administrator may permit non-qualified options to be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a Participant in any one calendar year.

Restricted Stock. Subject to the requirement of obtaining an SEC order, the Plan Administrator is authorized to grant restricted stock awards. A grant of restricted stock is a grant of shares of the Fund’s common stock that, at the time of issuance, are subject to certain forfeiture provisions, and thus are restricted as to transferability until such forfeiture restrictions have lapsed. The restricted stock will be subject to restrictions on transferability and other restrictions as required by the Plan Administrator from time to time. Except to the extent restricted by the Plan Administrator, a Participant granted an award of restricted stock will have all the rights of any other stockholder, including the right to vote the restricted stock and the right to receive dividends. During the restriction period (i.e., prior to the lapse of applicable forfeiture provisions), the restricted stock generally may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Participant. Except as the Plan Administrator otherwise determines, upon termination of a Participant’s service as a director, officer, and employee of the Fund during the applicable restriction period, restricted stock, for which forfeiture provisions have not lapsed at the time of such termination, shall be forfeited.

Performance Goals. The Plan Administrator may determine, in its discretion, that an award of restricted stock to the Chief Executive Officer or certain of our other most highly compensated officers will be designed to comply with the performance-based exception under Section 162(m) of the Code. In such case, the level of vesting of the award will depend on the attainment of any of the following performance criteria, either alone or in any combination, which may be expressed with respect to the Fund or one or more operating units or groups, as the Plan Administrator may determine: (a) cash flow; (b) cash flow from operations; (c) total earnings; (d) earnings per share, diluted or basic; (e) earnings per share from continuing operations, diluted or basic; (f) earnings before interest and taxes; (g) earnings before interest, taxes, depreciation, and amortization; (h) earnings from operations; (i) net asset turnover; (j) inventory turnover; (k) capital expenditures; (l) net earnings; (m) operating earnings; (n) gross or operating margin; (o) debt; (p) working capital; (q) return on equity; (r) return on net assets; (s) return on total assets; (t) return on capital; (u) return on investment; (v) return on sales; (w) net or gross sales; (x) market share; (y) economic value added; (z) cost of capital; (aa) change in assets; (bb) expense reduction levels; (cc) debt reduction; (dd) productivity; (ee) delivery performance; (ff) safety record; (gg) stock price; and (hh) total stockholder return. Performance goals may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or related to other companies or indices or as ratios expressing relationships between two or more performance goals. Performance goals may but need not be determinable in conformance with generally accepted accounting principles.

Change of Control Provisions. The Plan provides that, upon the effectiveness of a “change of control” as defined in the Plan, unless otherwise determined by the Plan Administrator at the time an award is made under the Plan, all stock options and shares of restricted stock may vest upon and subject to the closing of the change of control and all outstanding options will be assumed or continued by the successor entity. In addition, in the event an optionee’s employment or other service terminates upon or following a change of control, any then outstanding options (or other award continued or substituted therefor) shall remain exercisable for a period of 6 months following such termination, or, if earlier, the expiration date of such option.

Adjustments for Stock Dividends, Stock Splits, Etc. The Plan requires the Plan Administrator to make appropriate adjustments to the number of shares of common stock that are subject to the Plan, to certain limits in the Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Tax Withholding. Participants in the Plan are responsible for the payment of any federal, state or local taxes that the Fund is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to approval by the Plan Administrator, Participants may elect to have the minimum tax withholding obligations satisfied by authorizing the Fund to withhold shares of common stock to be issued pursuant to the exercise or vesting. Any such shares, however, will not be added back to the number of shares reserved or otherwise available for issuance under the Plan.

Amendments and Termination. The Board may at any time amend or discontinue the Plan and the Plan Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of the New York Stock Exchange, or by the 1940 Act, any amendments that materially change the terms of the Plan will be subject to approval by our shareholders. Amendments shall also be subject to approval by our shareholders if and to the extent determined by the Plan Administrator to be required by the Code to preserve the qualified status of incentive options.

Effective Date of the Plan. Although the Board adopted the Plan on April 15, 2016, it will not become effective unless and until it is approved by our shareholders. Awards of incentive options may be granted under the Plan until the date that that is 10 years from the effective date of the Plan. No other awards may be granted under the Plan after the date that is 10 years from the date of stockholder approval. Notwithstanding the foregoing, the Plan shall not be effective with respect to any award to a non-employee director or any award of restricted stock unless the Fund has received an order from the SEC that permits such award.

Federal Income Tax Considerations

The following is a summary of the principal federal income tax consequences of certain transactions under the Plan. It does not describe all federal tax consequences under the Plan, nor does it describe state or local tax consequences. This discussion does not address all aspects of the United States federal income tax consequences of participating in the Plan that may be relevant to Participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the Plan. The tax consequences of awards may vary depending upon the particular circumstances, and it should be noted that the income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local, and foreign tax laws.

Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after the longer of two years from the date of grant and one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Fund will generally not be entitled to any deduction for federal income tax purposes, except in the case of a disqualifying disposition. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof, and (ii) we will be entitled to deduct such amount. Any gain realized in excess of this amount will generally be considered as capital gain. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.

If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above unless, at all times during the period beginning on the option grant date and ending on the day three months before the option was exercised, the optionee remains our employee or an employee of a related corporation (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Options. No income is realized by the optionee at the time the option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, gain or loss after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Awards of Restricted Stock. No taxable income is recognized by a recipient of a restricted stock award upon the grant of such award, provided that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture, and we are not allowed a tax deduction for the award on such date. However, a recipient of a restricted stock award under the Plan will incur taxable income based on the fair market value of the Fund’s common stock when the forfeiture provisions on his or her award, or any portion thereof, lapse, and we generally will be allowed a corresponding tax deduction at that time. Such taxable income will generally be recognized as ordinary income. Any gain upon a later disposition of the stock in excess of this amount will generally be considered capital gain.

The recipient may, however, elect under Section 83(b) of the Internal Revenue Code to include as ordinary income the fair market value of the award on the date of issuance in the year he or she receives the restricted stock award. In such case, we generally will be allowed a corresponding federal income tax deduction at that time. If the Section 83(b) election is made, the recipient will not recognize any additional income as and when the forfeiture provisions lapse. However, any gain upon a later disposition of the stock will generally be considered as capital gain. If the shares of common stock subject to such Section 83(b) election are later forfeited, the recipient will not be entitled to any deduction, refund, or loss (other than any amount paid for the stock) for tax purposes.

Parachute Payments. The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to the Fund, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions. Under Section 162(m) of the Code, the Fund’s deduction for certain awards under the Plan may be limited to the extent that the Chief Executive Officer or certain of our other most highly compensated officers receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The Plan is structured to allow certain awards to qualify as performance-based compensation.

Code Section 409A. The Plan is intended to be administered in a manner generally consistent with the requirements Section 409A of the Code. If an award is subject to Section 409A (which relates to nonqualified deferred compensation plans), and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties to a participant and to a loss of deduction by us.

The foregoing tax discussion is intended for the general information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the Plan. Participants in the Plan should consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the Plan.

Approval Required

The approval of the Plan requires the affirmative vote of a majority of the votes cast on the proposal at the Meeting. Abstentions and “broker non-votes” will not be counted as having been voted on the proposal, and therefore will have the same effect as negative votes.

Recommendation of the Board of Directors

The Board recommends that the shareholders vote FOR the approval of the Fund’s 2016 Equity Incentive Plan.

OTHER MATTERS

The Board knows of no other matter that is likely to come before the Meeting. However, if any other matter properly comes before the Meeting, the individuals named as proxy holders will vote in accordance with their discretion on such matters.

In the event that sufficient votes in favor of the proposals set forth in the Notice of the Meeting are not received by the time scheduled for the annual meeting, the holders of a majority of the shares of the Fund,Company, present in person or represented by proxy, although not constituting a quorum, may adjourn the Meeting.

ANNUAL AND QUARTERLY REPORTS

A copy of the Fund’s 2015Company’s Annual Report to Stockholderson Form 10-K for the year ended December 31, 2020 (without exhibits, unless otherwise requested) is provided concurrently with this proxy statement. A copy of the Company’s 2020 Annual Report on Form 10-K and copies of the Fund’sCompany’s quarterly reports on Form 10-Q are also available without charge upon request. Please direct your request to Equus Total Return, Inc., Attention: Secretary, 700 Louisiana Street, 48^th Floor, Houston, TX 77002, or call our proxy solicitor Georgeson, LLC toll-free at (800) 561-3947 .903-2897. Copies also may be requested through the Fund’sCompany’s website atwww.equuscap.com. (Information contained on the Fund’sCompany’s website is not incorporated into this proxy statement.) Copies are also posted via EDGAR on the SEC’s website atwww.sec.gov.

ADDITIONAL INFORMATION

Stockholder Proposals for the 20172022 Annual Meeting. Stockholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of stockholders in 20172022 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, the Fund’sCompany’s Secretary must receive stockholder proposals no later than December 31, 2016.2021. Proposals should be sent to the Fund,Company, at 700 Louisiana Street, 48^th Floor, Houston, TX 77002, Attention: Secretary. Submission of a stockholder proposal does not guarantee inclusion in the Fund’sCompany’s proxy statement or form of proxy because certain SEC rules must be met.

In addition, under our by-laws no business may be brought before a stockholder meeting unless it is specified in the notice of the meeting or is otherwise properly brought before the meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered an appropriate notice to the Fund’sCompany’s Secretary. To be properly brought before such a meeting a stockholder must deliver a written notice to the FundCompany at the address set forth in the following paragraph of the stockholder’s intention to present a proposal (containing certain information specified in the by-laws about the stockholder and the proposed action) not less than 60 nor more than 90 days’ prior to the meeting. However, in the event less than 70 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, such notice to be timely must be received not later than the close of business on the fifth day following the day on which such notice is mailed or such public disclosure was made.

Stockholder proposals with respect to Director nominations require written notice of your intent to make such a nomination either by personal delivery or by U.S. mail, postage prepaid, to Kenneth I. Denos, Secretary, Equus Total Return, Inc., 700 Louisiana Street, 48^th Floor, Houston, TX 77002, within the time limits described above for delivering a stockholder proposal notice and comply with the information requirements in our by-laws relating to Director nominations by stockholders. These requirements are separate from and in addition to the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in the Fund’sCompany’s proxy statement.

The proxy solicited by the Board of Directors for the 20172022 annual meeting will confer discretionary authority to vote on any stockholder proposal presented at that meeting, unless the FundCompany is provided with notice of such proposal no later than December 31, 2016.2021.

A copy of the full text of the by-law provisions discussed above may be obtained by writing to the Corporate Secretary, 700 Louisiana Street, 48^th Floor, Houston, TX 77002 and is included as an exhibit to the Fund’sCompany’s annual report on Form 10-K for the periodyear ended December 31, 20152020 as filed with the SEC via EDGAR on March 30, 2016.31, 2021.

Communications with the Board. Interested parties who wish to communicate directly with the Board, or specified individual directors may do so by writing to the Board or individual directors in care of the Chairman, Equus Total Return, Inc., 700 Louisiana Street, 48^th Floor, Houston, TX 77002. At the direction of the Board, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be forwarded. Trivial items will be delivered to the directors at the next scheduled Board meeting. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to “Independent Directors,” “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Committee of Independent Directors. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board. Concerns relating to accounting, internal controls, or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Corporate Governance. The FundCompany is a Delaware corporation subject to the provisions of the Delaware General Corporation Law (“DGCL”). The Fund’sCompany’s day-to-day operations and requirements as to the place and time, conduct, and voting, at a meeting of stockholders are governed by the Fund’sCompany’s certificate of incorporation and by-laws, the provisions of the DGCL, the provisions of the 1940 Act and NYSE rules. The FundCompany has adopted a code of business conduct and ethics applicable to our Directors, officers (including our principal executive officer, principal financial officer and controller) and employees. Our code of business conduct and ethics meets NYSE listing standard requirements and the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. A copy of our certificate of incorporation and by-laws, corporate governance guidelines, and the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees may be obtained by writing to the Secretary, Equus Total Return Inc., 700 Louisiana Street, 48^th Floor, Houston, TX 77002. Our code of business conduct and ethics, corporate governance guidelines and committee charters are also available by accessing the Fund’sCompany’s website at www.equuscap.com.www.equuscap.com. (Information contained on the Fund’sCompany’s website is not incorporated into this proxy statement.) In the event that the FundCompany amends or waives any provisions of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer or controller, we intend to disclose the same on the Fund’sCompany’s website atwww.equuscap.com.

Proxy Solicitation Costs. The proxies being solicited hereby are being solicited by Georgeson, LLC on behalf of the Board of Directors of the Fund.Company. The cost of soliciting proxies in the enclosed form will be paid by the FundCompany and is estimated to cost $50,000. Officers and regular employees of the FundCompany may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile, or electronic means. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in the name of such nominees. We will, upon request, reimburse brokerage firms and others for their responsible expenses in forwarding solicitation material to the beneficial owners of stock.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at http://www.equuscap.com/investor_reports.htm.

EQUUS II