N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21504

 Advent/Claymore Enhanced Growth & Income Fund

(Exact name of registrant as specified in charter)

     1271 Avenue of the Americas, 45th Floor, New York, NY 10020

(Address of principal executive offices) (Zip code)

Robert White, Treasurer

1271 Avenue of the Americas, 45th Floor, New York, NY 10020

(Name and address of agent for service)

Registrant's telephone number, including area code:    (212) 482-1600

Date of fiscal year end:  October 31

Date of reporting period: November 1, 2012 - October 31, 2013

Item 1.  Reports to Stockholders.

The registrant's annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows:  

GUGGENHEIMINVESTMENTS.COM/LCM

. . .YOUR BRIDGE TO THE LATEST, MOST UP-TO-DATE INFORMATION ABOUT THE ADVENT/CLAYMORE

ENHANCED GROWTH & INCOME FUND

The shareholder report you are reading right now is just the beginning of the story. Online at guggenheiminvestments.com/lcm, you will find:

·   Daily, weekly and monthly data on share prices, net asset values, distributions, and more

·   Portfolio overviews and performance analyses

·   Announcements, press releases and special notices

·   Fund and adviser contact information

Advent Capital Management and Guggenheim Investments are continually updating and expanding shareholder information services on the Fund’s website in an ongoing effort to provide you with the most current information about how your Fund’s assets are managed, and the results of our efforts. It is just one more small way we are working to keep you better informed about your investment in the Fund.

(Unaudited) October 31, 2013

DEAR SHAREHOLDER

We thank you for your investment in the Advent/Claymore Enhanced Growth & Income Fund (the “Fund”). This report covers the Fund’s performance for the 12 months ended October 31, 2013.

Advent Capital Management, LLC (“Advent” or the “Investment Manager”) serves as the Fund’s Investment Manager. Based in New York, New York, with additional investment personnel in London, England, Advent is a credit-oriented firm specializing in the management of global convertible, high-yield and equity securities across three lines of business—long-only strategies, hedge funds and closed-end funds. As of October 31, 2013, Advent managed approximately $7.3 billion in assets.

Guggenheim Funds Investment Advisors, LLC (the “Investment Adviser”) serves as the Investment Adviser to the Fund. The Investment Adviser is an affiliate of Guggenheim Partners, LLC, a global diversified financial services firm.

The Fund’s primary investment objective is to seek current income and current gains from trading securities, with a secondary objective of long-term capital appreciation. Under normal market conditions, the Fund invests at least 70% of its managed assets in a diversified portfolio of equity securities and convertible securities of U.S. and non-U.S. issuers, and up to 30% of its managed assets in non-convertible high-yield securities. Additionally, the Fund intends to engage in a strategy of writing (selling) covered call options on a portion of the securities held in the Fund’s portfolio, thus generating option writing premiums.

Advent seeks international investment opportunities in each asset class, with an emphasis on large multinational companies. Appreciation potential is provided by investments in convertibles and common stock, while the allocation to high-yield securities is primarily a source of income. The balance between convertible securities, equities and high-yield securities, and the degree to which the Fund engages in a covered call strategy, will vary from time to time based on security valuations, interest rates, equity market volatility and other economic and market factors.

All Fund returns cited—whether based on net asset value (“NAV”) or market price—assume the reinvestment of all distributions. For the 12-month period ended October 31, 2013, the Fund generated a total return based on market price of 15.56% and a return of 17.10% based on NAV. As of October 31, 2013, the Fund’s market price of $10.03 represented a discount of 12.78% to NAV of $11.50. The Fund uses financial leverage to finance the purchase of additional securities, a strategy which contributed to performance for the period.

Past performance is not a guarantee of future results. The Fund’s NAV performance data reflects fees and expenses of the Fund. The market price of the Fund’s shares fluctuates from time to time, and it may be higher or lower than the Fund’s NAV.

The Fund paid a quarterly dividend of $0.210 in November 2012, February 2013, May 2013 and August 2013. The most recent dividend represents an annualized distribution rate of 8.37% based on the Fund’s market price on October 31, 2013. There is no guarantee of any future distributions or that the current returns and distribution rate will be maintained.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 3

DEAR SHAREHOLDER continued (Unaudited) October 31, 2013

We encourage shareholders to consider the opportunity to reinvest their distributions from the Fund through the Dividend Reinvestment Plan (“DRIP”), which is described in detail on page 34 of this report. When shares trade at a discount to NAV, the DRIP takes advantage of the discount by reinvesting the quarterly dividend distribution in common shares of the Fund purchased in the market at a price less than NAV. Conversely, when the market price of the Fund’s common shares is at a premium above NAV, the DRIP reinvests participants’ dividends in newly-issued common shares at the greater of NAV per share or 95% of the market price per share. The DRIP provides a cost-effective means to accumulate additional shares and enjoy the benefits of compounding returns over time.

The Fund is managed by a team of experienced and seasoned professionals led by myself in my capacity as Chief Investment Officer (as well as President and Founder) of Advent Capital Management, LLC. We encourage you to read the following Questions & Answers section, which provides additional information regarding the factors that influenced the Fund’s performance.

We thank you for your investment in the Fund and we are honored that you have chosen the Advent/Claymore Enhanced Growth & Income Fund as part of your investment portfolio. For the most up-to-date information regarding your investment, including related investment risks, please visit the Fund’s website at guggenheiminvestments.com/lcm.

Sincerely,

Tracy V. Maitland

President and Chief Executive Officer of the Advent/Claymore Enhanced Growth & Income Fund

November 30, 2013

4 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

QUESTIONS & ANSWERS (Unaudited) October 31, 2013

Advent/Claymore Enhanced Growth & Income Fund (the “Fund”) is managed by a team of seasoned professionals at Advent Capital Management, LLC (“Advent” or the “Investment Manager”), led by Tracy V. Maitland, Advent’s Founder, President and Chief Investment Officer. In the following interview, the management team discusses the equity, convertible securities and high-yield markets and the performance of the Fund during the 12-month period ended October 31, 2013.

Please describe the Fund’s objectives and management strategies.

The Fund’s primary investment objective is to provide current income and current gains from trading in securities, with a secondary objective of long-term capital appreciation. Under normal market conditions, the Fund invests at least 70% of its managed assets in a diversified portfolio of equity securities and convertible securities of U.S. and non-U.S. issuers, and up to 30% of its managed assets in non-convertible high-yield securities. Advent seeks international investment opportunities in each asset class, with an emphasis on large multinational companies. The Fund’s investments in convertibles and common stock provide capital appreciation potential, while the allocation to high-yield securities is primarily a source of income.

The Fund also uses a strategy of writing (selling) covered call options, but the percentage of positions to be written against can vary. As the percentage increases, the risks associated with covered call option writing also increase, and the Fund may also limit its ability to benefit from capital appreciation in holdings on which options have been written. In addition, the Fund may invest in other derivatives, such as foreign exchange currency contracts, futures contracts and swaps.

The Fund uses financial leverage to finance the purchase of additional securities. Although financial leverage may create an opportunity for increased return for shareholders, it also results in additional risks and can magnify the effect of any losses. There is no assurance that the strategy will be successful. If income and gains earned on securities purchased with the financial leverage proceeds are greater than the cost of the financial leverage, common shareholders’ return will be greater than if financial leverage had not been used. Conversely, if the income or gains from the securities purchased with the proceeds of financial leverage are less than the cost of the financial leverage, common shareholders’ return will be less than if financial leverage had not been used.

Please describe the economic and market environment over the last 12 months.

Global equity markets broadly performed well in 2013 as further monetary easing in the developed markets—United States, Europe and Japan—led to strong stock performance in all three geographies, while emerging markets, particularly in Asia where the Fund does much of its overseas convertible investing, managed to eke out small gains for the most part. Bond markets struggled as Western world risk-free rates began rising, but the effect on the shorter-duration corporate market, which is the Fund's specialty in convertibles and high-yield, still gained on relatively high coupons and the lower duration.

In the U.S., corporate earnings continued to grow but at a slower pace given their elevated levels relative to GDP already. As of November 30, 2013, consensus earnings for the S&P 500 were forecast to grow approximately 7% over 2012 levels. Thus, the large gain in the S&P 500 index came from earnings multiple expansion, although this metric is still not at historically high levels and has a tendency to rise in periods where interest rates go from low to moderate levels. Economic growth is best described as steady with moderate GDP growth recorded and overcoming perceived headwinds from tax increases and lower government spending. Jobs growth posted decent gains, and other metrics such as industrial production and ISM surveys of manufacturing expanded at consistent rates. Productivity gains reaccelerated to levels near 2.0% after dipping in early 2013. Growth was good enough that the Federal Reserve has been considering reducing its expansionary purchases of existing bonds, which has had the effect of raising money supply.

Such speculation led to the U.S. dollar rising against counterparts before coming back down as investors began to bid up growth currencies around the world. Lower foreign currencies abroad helped to buttress growth, particularly in Europe, where austerity continues to put a ceiling on growth, but the European Central Bank retains many instruments to spur growth and may put them into effect over the short-term. Some major emerging markets like Brazil and China declined for the year but the Fund's exposure to these areas was minor. Japan was particularly strong on moves by the new government to spur growth, and the Fund was able to take advantage.

The Fund's largest asset class, convertible bonds, performed particularly well in this environment, with the exposure to cyclical, health care and technology issuers. Also helping was outperformance of mid-cap and small-cap companies allowing the underlying equities of convertible bond indices to do better than general large-cap equity ones and allowing the structural advantages of convertibles, with low duration and asymmetry via the option in the underlying warrant, to participate in equity gains without as much downside from rising bond yields.

How did the Fund perform in this environment?

All Fund returns cited—whether based on net asset value (“NAV”) or market price—assume the reinvestment of all distributions. For the 12-month period ended October 31, 2013, the Fund generated a total return based on market price of 15.56% and a return of 17.10% based on NAV. As

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 5

QUESTIONS & ANSWERS continued (Unaudited) October 31, 2013

of October 31, 2013, the Fund’s market price of $10.03 represented a discount of 12.78% to NAV of $11.50. As of October 31, 2012, the Fund’s market price of $9.46 represented a discount of 10.75% to NAV of $10.60.

Past performance is not a guarantee of future results. The Fund’s NAV performance data reflects fees and expenses of the Fund. The market price of the Fund’s shares fluctuates from time to time, and it may be higher or lower than the Fund’s NAV. The Investment Manager believes that, over the long term, the progress of the NAV will be reflected in the market price return to shareholders who continue to hold over that period.

Leverage in the Fund was a contributor to performance with portfolio returns well exceeding the low borrowing costs of the Fund’s line of credit with a major global bank.

What was the impact of the Fund’s covered call strategy?

The Fund continued its strategy of seeking income through writing call options against equity and the equity portion of convertible bond holdings. With a strong equity market apparent in 2013 and volatility low, the Fund limited the writing of these options, seeing in general the income garnered not worth the upside signed away. The Fund also wrote options with longer maturities and higher strikes as another tactic to allow for more equity upside while still protecting downside should market corrections occur. In general, this strategy was beneficial as there was no period where the CBOE SPX Volatility Index (VIX) went above 20 during the year, a departure from prior years when sell-offs would generally produce spikes well above 20.

How did other market measures perform in this environment?

For the 12-month period ended October 31, 2013, the S&P 500 Index returned 27.18%. Global equities were equally strong, with the Morgan Stanley Capital International World Index returning 25.77%.

Many bond indices also delivered positive returns during the 12 months ended October 31, 2013, with measures of riskier parts of the market leading the pack. The return of the Bank of America Merrill Lynch High Yield Master II Index was 8.83%. The returns of the Bank of America Merrill Lynch All U.S. Convertibles Index and the Bank of America Merrill Lynch Global 300 Convertible Index were 23.94% and 17.68%, respectively. The Barclays U.S. Aggregate Bond Index (the “Barclays Aggregate”) fell 1.08% for the period.

The CBOE S&P 500 2% OTM Buy Write Index (BXY) returned 13.90%. It is important to remember that the Fund’s mandate differs materially from each of these indices and that the Fund maintains leverage and incurs transaction costs, advisory fees and other expenses, while these indices do not.

Please discuss the Fund’s distributions.

The Fund paid a quarterly dividend of $0.210 in November 2012, February 2013, May 2013 and August 2013. The most recent dividend represents an annualized distribution rate of 8.37% based on the Fund’s market price on October 31, 2013. There is no guarantee of any future distributions or that the current returns and distribution rate will be maintained.

How was the Fund’s portfolio allocated among asset classes during the 12 months ended October 31, 2013, and what did this mean for performance?

The Fund is diversified globally among convertible securities, high-yield bonds and equities, but can reallocate assets, as appropriate.

As of October 31, 2012, 60.1% of the Fund’s total investments were in convertible securities, with 50.9% in convertible bonds and 9.2% in convertible preferreds. Equity positions represented 19.9% and high-yield bonds 19.3% of total investments. The rest, 0.7%, were in cash and other investments.

As of October 31, 2013, 80.3% of the Fund’s total investments were in convertible securities, with 76.5% in convertible bonds and 3.8% in convertible preferreds. Equity positions represented 17.6% and high-yield bonds 1.6% of total investments. The rest, 0.5%, were in cash and other investments.

Performance of equity covered calls lagged equities and convertibles for the period, but outpaced high yield, as represented by the comparative indices.

Advent raised exposure to convertibles and equity at the expense of high yield due to our perception equity markets would return more than bond markets in an environment of a recovering economy. This view seemed to be confirmed as risk-free rates began rising in the second half of the fiscal year.

During the year, the Fund increased its international holdings from 20% to 24% at mid-year and to 26% at the end of the period. A large portion of the increase came with higher positions in Japan, where aggressive monetary and fiscal easing have conspired to raise asset prices steeply there. Japan ended the fiscal year at 10.9% of the Fund's long-term investments, and the Fund has had successful investments there in financial services, industrials and health care across convertibles and equities. In general, the convertible new issue environment was as strong abroad as in the U.S., providing many opportunities for the Fund to diversify among more countries, and in many cases to holdings with more attractive coupons.

6 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

QUESTIONS & ANSWERS continued (Unaudited) October 31, 2013

Which investment decisions had the greatest effect on the Fund’s performance?

Among top-performing issuers were convertible bonds of Gilead Sciences (2.1% of long-term investments at period end). Gilead Sciences was a steady performer all year, benefiting its convertible bonds, as the company had consistently good data and execution of its new hepatitis C drug, Sofosbuvir.

Convertible bonds of Micron Technology (2.3% of long-term investments at period end) were another large contributor to return. The memory-chip company benefited from greater use of its products in smartphones and tablets and the accretive acquisition of bankrupt competitor Elpida Memory, Inc.

Convertible bonds of Tesla Motors (not held in the portfolio at period end) were another large contributor to return. Tesla Motors stock experienced impressive multiple expansion during the period, as the company executed new shipments of the Model S, and investor confidence in its long-term prospects grew.

Holdings that detracted from the Fund’s performance included convertible bonds of iron ore miner Cliffs Natural Resources (not held in the portfolio at period end), which declined on lower prices for its commodity based on higher competitive exports out of China and stagnant emerging market demand.

Another detractor from performance was convertible bonds of voice and health care software maker Nuance Communications (1.9% of long-term investments at period end). It had losses as growth slowed, with carriers more cautious about a second phase of investment in voice-enabled applications. Activist involvement in the company may presage a recovery in 2014.

Another detractor was convertible bonds of gold miner and licensor Royal Gold (1.6% of long-term investments at period end), which struggled given lower prices of the underlying metal, as investors feared the end of expansionary money supply in the U.S. While Royal Gold's royalty business model cushioned the blow compared with the models of other miners, the share price decline was still large, particularly in light of the generally rising equity market.

Have there been any changes to the Fund’s investment guidelines?

The Commodity Futures Trading Commission (“CFTC”) recently amended its Rule 4.5, which excludes the Investment Adviser and the Investment Manager from registration as a commodity pool operator provided certain requirements are met. In order to permit the Investment Adviser and the Investment Manager to continue to claim this exclusion under the amended rule, beginning on January 1, 2013, the Fund limited its trading activity in futures, options on futures and swaps (excluding activity for “bona fide hedging purposes,” as defined under CFTC regulations) such that either:

·   the aggregate initial margin and premiums required to establish itsfutures, options on futures and swaps did not exceed 5% of theliquidation value of the Fund’s portfolio, after taking into accountunrealized profits and losses on such positions; or

·   the aggregate net notional value of its futures, options on futures andswaps did not exceed 100% of the liquidation value of the Fund’sportfolio, after taking into account unrealized profits and losses onsuch positions.

The Fund and the Investment Manager do not believe that complying with the amended rule limits the Fund’s ability to use futures, options and swaps in the manner needed to effectively manage the portfolio.

Do you have any other comments about the markets and the Fund?

The Fund is facing a period in which equity markets attempt to sustain the strong earnings multiple expansion of the previous year, and both bond and equity markets look to actions of a new Federal Reserve Chairperson for clues on market money flows. The effect of health care reform and government budget trimming could be headwinds, but economic growth figures have easy comparisons after sluggish results in 2012 on lower retail spending and the effect of the first budget sequestration and tax increases on high-income earners.

Also, the international environment may be a source of opportunities, with monetary authorities looking to inject more stimulus in Europe, more fiscal and monetary stimulus likely in Japan, and new leadership managing economic growth in China. Wildcards exist with volatile commodity prices and in countries with similar sluggish economies but governments under political pressure, such as in Brazil and also in India, where elections loom in spring 2014.

The Investment Adviser views this Fund as opportunistic given its mandate to invest across corporate capital structures from loans to high-yield to convertibles to equity, and will continue to use its expansive research staff to find appropriate opportunities across the globe.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 7

QUESTIONS & ANSWERS continued (Unaudited) October 31, 2013

Index Definitions

Indices are unmanaged and do not experience fees, expenses or transaction costs and it is not possible to invest directly in an index.

S&P 500 Index is a capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.

Bank of America Merrill Lynch All U.S. Convertibles Index is comprised of approximately 500 issues of convertible bonds and preferred stock of all qualities.

Bank of America Merrill Lynch Global 300 Convertible Index measures the performance of convertible securities of issuers throughout the world.

The Barclays U.S. Aggregate Bond Index covers the U.S. dollar-denominated, investment-grade, fixed rate, taxable bond market of SEC-registered securities. The Index includes bonds from the Treasury, government-related, corporate, mortgage-backed securities (agency fixed-rate and hybrid ARM passthroughs), asset-backed securities and collateralized mortgage-backed securities sectors.

Bank of America Merrill Lynch High Yield Master II Index is a commonly used benchmark index for high yield corporate bonds. It is a measure of the broad high yield market.

The CBOE S&P 500 2% OTM BuyWrite Index (BXY) uses the same methodology as the widely accepted CBOE S&P 500 BuyWrite Index (BXM), but the BXY Index is calculated using out-of-the-money S&P 500 Index (SPX) call options, rather than at-the-money SPX call options. The BXY strategy diversifies the buy-write opportunities currently provided by the BXM. The BXY Index yields lower monthly premiums in return for a greater participation in the upside moves of the S&P 500.

VIX is the ticker symbol for the Chicago Board Options Exchange Market Volatility Index, a popular measure of the implied volatility of S&P 500 index options. It is a weighted blend of prices for a range of options on the S&P 500 index.

LCM Additional Risks and Disclosure

The views expressed in this report reflect those of the Portfolio Managers only through the report period as stated on the cover. These views are subject to change at any time, based on market and other conditions and should not be construed as a recommendation of any kind. The material may also contain forward-looking statements that involve risk and uncertainty, and there is no guarantee they will come to pass. There can be no assurance that the Fund will achieve its investment objectives. The value of the Fund will fluctuate with the value of the underlying securities. Historically, closed-end funds often trade at a discount to their net asset value. Past performance does not guarantee future results. Please see guggenheiminvestments.com/lcm for a detailed discussion of the Fund’s risks and considerations.

8 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

FUND SUMMARY (Unaudited) October 31, 2013

Fund Statistics
Share Price		$10.03
Common Share Net Asset Value		$11.50
Premium/Discount to NAV		-12.78%
Net Assets ($000)		$156,387
Total Returns
(Inception 1/31/05)	Market	NAV
One Year	15.56%	17.10%
Three Year – average annual	4.97%	6.81%
Five Year – average annual	13.12%	10.54%
Since Inception – average annual	1.60%	2.81%
		% of Long-Term
Top Ten Industries		Investments
Pharmaceuticals		12.1%
Telecommunications		10.9%
Biotechnology		6.0%
Semiconductors		5.8%
Health Care Products		5.8%
Internet		5.5%
Real Estate Investment Trusts		4.8%
Oil & Gas		4.6%
Banks		3.9%
Computers		3.5%
		% of Long-Term
Top Ten Issuers		Investments
Hologic, Inc.		2.8%
Alcatel-Lucent		2.6%
BioMarin Pharmaceutical, Inc.		2.5%
Chesapeake Energy Corp.		2.3%
Micron Technology, Inc.		2.3%
Gilead Sciences, Inc.		2.1%
EMC Corp.		2.1%
Clearwire Communications LLC / Clearwire
Finance, Inc.		2.0%
Nuance Communications, Inc.		1.9%
ArcelorMittal		1.8%

Past performance does not guarantee future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions. NAV performance data reflects fees and expenses of the Fund. All portfolio data is subject to change daily. For more current information, please visit guggenheiminvestments.com/lcm. The above summaries are provided for informational purposes only and should not be viewed as recommendations.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 9

PORTFOLIO OF INVESTMENTS October 31, 2013

Principal					Optional Call
Amount~	Description	Rating *	Coupon	Maturity	Provisions**	Value
	Long-Term Investments – 130.3%
	Convertible Bonds – 100.0%
	Auto Manufacturers – 1.1%
1,099,000	Navistar International Corp.(i)	CCC–	3.000%	10/15/2014	N/A	$ 1,134,030
602,000	Navistar International Corp.(a)	CCC–	4.500%	10/15/2018	N/A	609,149
						1,743,179
	Auto Parts & Equipment – 1.4%
2,327,000	Meritor, Inc.(g) (i)	B–	4.000%	02/15/2027	02/15/19 @ 100	2,145,203
	Biotechnology – 5.2%
1,521,000	Array BioPharma, Inc.	NR	3.000%	06/01/2020	N/A	1,599,902
2,050,000	Cubist Pharmaceuticals, Inc.(a) (i)	NR	1.125%	09/01/2018	N/A	2,221,687
1,388,000	Gilead Sciences, Inc., Series C(i)	A–	1.000%	05/01/2014	N/A	4,378,273
544,000	InterMune, Inc.(i)	NR	2.500%	12/15/2017	N/A	717,060
1,132,000	Merrimack Pharmaceuticals, Inc.	NR	4.500%	07/15/2020	N/A	866,688
						9,783,610
	Building Materials – 1.1%
1,524,000	Cemex SAB de CV (Mexico)	NR	4.875%	03/15/2015	N/A	1,767,840
	Computers – 4.5%
2,770,000	EMC Corp., Series B(i)	A	1.750%	12/01/2013	N/A	4,187,908
2,811,000	SanDisk Corp.(a)	BB	0.500%	10/15/2020	N/A	2,877,761
						7,065,669
	Electrical Components & Equipment – 1.5%
JPY 200,000,000	Nidec Corp. (Japan)(b)	NR	0.000%	09/18/2015	N/A	2,280,603
	Electronics – 0.6%
1,000,000	TPK Holding Co. Ltd., Series REGS (Cayman Islands)(b)	NR	0.000%	10/01/2017	N/A	940,000
	Energy-Alternate Sources – 1.5%
2,058,000	SolarCity Corp.(h) (i)	NR	2.750%	11/01/2018	N/A	2,367,986
	Food – 0.6%
GBP 550,000	J Sainsbury PLC (United Kingdom)	NR	4.250%	07/16/2014	N/A	949,903
	Gas – 0.6%
750,000	ENN Energy Holdings Ltd. (Cayman Islands)(b)	NR	0.000%	02/26/2018	N/A	887,813
	Hand & Machine Tools – 0.7%
JPY 90,000,000	OSG Corp. (Japan)(b)	NR	0.000%	04/04/2022	N/A	1,116,171
	Health Care Products – 7.6%
3,034,000	HeartWare International, Inc.(i)	NR	3.500%	12/15/2017	N/A	3,363,948
1,685,000	Hologic, Inc., Series 2010(c) (g) (i)	B+	2.000%	12/15/2037	12/15/16 @ 100	1,981,981
2,500,000	Hologic, Inc.(e) (g) (i)	B+	2.000%	12/15/2037	06/15/14 @ 101	2,501,575
1,194,000	Hologic, Inc., Series 2012(d) (g) (i)	B+	2.000%	03/01/2042	03/06/18 @ 100	1,251,461
1,068,000	Volcano Corp.(i)	NR	1.750%	12/01/2017	N/A	1,033,958
1,408,000	Wright Medical Group, Inc.(h)	NR	2.000%	08/15/2017	N/A	1,777,600
						11,910,523
	Health Care Services – 1.3%
1,855,000	LifePoint Hospitals, Inc.(i)	B	3.500%	05/15/2014	N/A	2,013,834
	Home Builders – 2.5%
1,026,000	Lennar Corp.(a) (i)	BB–	2.000%	12/01/2020	12/02/13 @ 100	1,315,845
604,000	Lennar Corp.(a)	BB–	3.250%	11/15/2021	11/20/16 @ 100	1,011,323
1,034,000	Ryland Group, Inc.(i)	BB–	1.625%	05/15/2018	N/A	1,517,395
						3,844,563

See notes to financial statements.

10 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

PORTFOLIO OF INVESTMENTS continued October 31, 2013

Principal					Optional Call
Amount~	Description	Rating *	Coupon	Maturity	Provisions**	Value
	Home Furnishings – 1.3%
JPY 100,000,000	Sony Corp. (Japan)(b)	NR	0.000%	11/30/2017	N/A	$ 2,019,417
	Insurance – 2.1%
2,270,000	Radian Group, Inc.(i)	B–	3.000%	11/15/2017	N/A	3,307,106
	Internet – 6.1%
2,822,000	Ctrip.com International Ltd. (Cayman Islands)(a) (h) (i)	NR	1.250%	10/15/2018	N/A	2,943,699
1,602,000	Equinix, Inc.(i)	B+	3.000%	10/15/2014	N/A	2,331,911
1,746,000	priceline.com, Inc.(h) (i)	BBB	1.000%	03/15/2018	N/A	2,321,089
2,000,000	WebMD Health Corp.(i)	NR	2.500%	01/31/2018	N/A	1,965,000
						9,561,699
	Iron & Steel – 2.6%
400,000	Allegheny Technologies, Inc.	BBB–	4.250%	06/01/2014	N/A	414,750
153,818	ArcelorMittal, Series MTUS (Luxembourg) (i)	B+	6.000%	01/15/2016	N/A	3,725,287
						4,140,037
	Lodging – 1.0%
1,267,000	MGM Resorts International(i)	B+	4.250%	04/15/2015	N/A	1,555,243
	Machinery-Diversified – 2.6%
JPY 200,000,000	Ebara Corp., Series 6 (Japan)(b)	NR	0.000%	03/19/2018	N/A	2,608,990
JPY 100,000,000	IHI Corp. (Japan)(b)	NR	0.000%	03/29/2016	N/A	1,503,669
						4,112,659
	Media – 1.5%
1,654,000	Liberty Interactive, LLC(a) (i)	BB	1.000%	09/30/2043	10/05/16 @ 100	1,704,654
683,000	Liberty Media Corp.(a)	NR	1.375%	10/15/2023	N/A	720,138
						2,424,792
	Mining – 4.1%
1,600,000	Glencore Finance Europe SA (Luxembourg)	BBB	5.000%	12/31/2014	N/A	1,892,800
1,202,000	Newmont Mining Corp., Series B(i)	BBB	1.625%	07/15/2017	N/A	1,304,170
3,318,000	Royal Gold, Inc.(i)	NR	2.875%	06/15/2019	N/A	3,170,764
						6,367,734
	Miscellaneous Manufacturing – 0.7%
JPY 100,000,000	Nikkiso Co. Ltd., Series 6376 (Japan)(b)	NR	0.000%	08/02/2018	N/A	1,096,983
	Oil & Gas – 3.7%
3,254,000	Chesapeake Energy Corp.(i)	BB–	2.250%	12/15/2038	12/15/18 @ 100	3,081,131
2,607,000	Cobalt International Energy, Inc.	NR	2.625%	12/01/2019	N/A	2,677,063
						5,758,194
	Oil & Gas Services – 2.2%
1,671,000	Hornbeck Offshore Services, Inc.(i)	BB–	1.500%	09/01/2019	N/A	2,121,126
EUR 980,500	Technip SA, Series TEC (France)	BBB+	0.500%	01/01/2016	N/A	1,302,115
						3,423,241
	Pharmaceuticals – 13.4%
1,021,000	Auxilium Pharmaceuticals, Inc.(i)	NR	1.500%	07/15/2018	N/A	1,047,801
5,034,000	BioMarin Pharmaceutical, Inc.(h)	NR	1.500%	10/15/2020	N/A	5,191,312
497,000	Isis Pharmaceuticals, Inc.(i)	NR	2.750%	10/01/2019	N/A	1,059,853
1,079,000	Medivation, Inc.(i)	NR	2.625%	04/01/2017	N/A	1,527,459
1,600,000	Salix Pharmaceuticals Ltd.(i)	NR	1.500%	03/15/2019	N/A	2,103,000

See notes to financial statements.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 11

PORTFOLIO OF INVESTMENTS continued October 31, 2013

Principal					Optional Call
Amount~	Description	Rating *	Coupon	Maturity	Provisions**	Value
	Pharmaceuticals (continued)
JPY 185,000,000	Sawai Pharmaceutical Co. Ltd. (Japan)(b)	NR	0.000%	09/17/2015	N/A	$ 2,871,828
1,045,000	Shire PLC, Series SHP (Jersey)	NR	2.750%	05/09/2014	N/A	1,428,515
1,607,000	Theravance, Inc.	NR	2.125%	01/15/2023	N/A	2,431,592
1,886,000	Vivus, Inc.(a) (i)	NR	4.500%	05/01/2020	N/A	1,710,366
						19,371.726
	Real Estate – 3.0%
SGD 3,750,000	CapitaLand Ltd., Series REGS (Singapore)	NR	1.850%	06/19/2020	N/A	2,894,848
1,626,000	Forest City Enterprises, Inc.(a) (i)	BB–	3.625%	08/15/2020	08/15/18 @ 100	1,731,690
						4,626,538
	Real Estate Investment Trusts – 5.5%
627,000	BioMed Realty, LP(a)	NR	3.750%	01/15/2030	01/21/15 @ 100	755,143
2,254,000	Boston Properties, LP(a) (i)	A–	3.625%	02/15/2014	N/A	2,286,401
GBP 900,000	Derwent London Capital No. 2 Jersey Ltd., Series DLN (Jersey)	BBB	1.125%	07/24/2019	N/A	1,466,618
1,008,000	ProLogis, LP	BBB	3.250%	03/15/2015	N/A	1,183,770
1,000,000	SL Green Operating Partnership, LP(a) (i)	BB+	3.000%	10/15/2017	N/A	1,274,375
1,500,000	Starwood Property Trust, Inc.(i)	BB–	4.000%	01/15/2019	N/A	1,609,688
						8,575,995
	Semiconductors – 6.7%
3,045,000	Advanced Micro Devices, Inc.(i)	B	6.000%	05/01/2015	N/A	3,178,219
1,005,000	Micron Technology, Inc.	BB–	1.875%	06/01/2014	N/A	1,290,797
1,816,000	Micron Technology, Inc., Series A(i)	NR	1.500%	08/01/2031	08/05/15 @ 100	3,422,025
1,000,000	Semiconductor Manufacturing International Corp., Series REGS
	(Cayman Islands)(b)	NR	0.000%	11/07/2018	N/A	1,022,455
1,300,000	SK Hynix, Inc. (South Korea)	NR	2.650%	05/14/2015	N/A	1,524,250
						10,437,746
	Software – 3.7%
1,732,000	Allscripts Healthcare Solutions, Inc.(a) (i)	NR	1.250%	07/01/2020	N/A	1,841,332
3,677,000	Nuance Communications, Inc.(i)	BB–	2.750%	08/15/2027	08/20/14 @ 100	3,874,639
						5,715,971
	Telecommunications – 9.6%
EUR 602,626	Alcatel-Lucent, Series ALU (France)	CCC+	4.250%	07/01/2018	N/A	2,658,530
2,449,000	Ciena Corp.(i)	B	0.875%	06/15/2017	N/A	2,546,960
603,000	Ciena Corp.	NR	4.000%	12/15/2020	N/A	876,988
3,606,000	Clearwire Communications, LLC / Clearwire Finance, Inc.(a) (i)	NR	8.250%	12/01/2040	12/01/17 @ 100	4,128,870
500,000	JDS Uniphase Corp.(a)	NR	0.625%	08/15/2033	08/20/18 @ 100	527,187
JPY 100,000,000	KDDI Corp. (Japan)(b)	NR	0.000%	12/14/2015	12/16/13 @ 100	1,892,518
501,000	Level 3 Communications, Inc.	CCC+	6.500%	10/01/2016	N/A	833,539
EUR 500,000	Nokia OYJ, Series REGS (Finland)	B+	5.000%	10/26/2017	N/A	1,553,228
						15,017,820
	Total Convertible Bonds – 100.0%
	(Cost $148,652,239)					156,329,798
	Corporate Bonds – 2.0%
	Oil & Gas – 0.3%
500,000	Alta Mesa Holdings, LP / Alta Mesa Finance Services Corp.(i)	B	9.625%	10/15/2018	10/15/14 @ 105	535,000

See notes to financial statements.

12 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

PORTFOLIO OF INVESTMENTS continued October 31, 2013

Principal					Optional Call
Amount~	Description	Rating *	Coupon	Maturity	Provisions**	Value
	Telecommunications – 1.7%
3,018,000	Alcatel-Lucent USA, Inc.	CCC+	6.450%	03/15/2029	N/A	$ 2,670,930
	Total Corporate Bonds – 2.0%
	(Cost $3,092,177)					3,205,930
Number
of Shares	Description					Value
	Convertible Preferred Stocks – 5.0%
	Auto Manufacturers – 2.3%
70,217	General Motors Co., Series B(i)	BB–	4.750%	12/01/2013		$ 3,603,536
	Insurance – 0.4%
20,626	MetLife, Inc.(i)	BBB–	5.000%	03/26/2014		592,585
	Oil & Gas – 1.1%
1,407	Chesapeake Energy Corp.(a) (j)	B–	5.750%	–		1,665,009
	Savings & Loans – 0.0%***
1,620	New York Community Capital Trust V	BB	6.000%	11/01/2051		79,429
	Telecommunications – 1.2%
18,000	Crown Castle International Corp., Series A	NR	4.500%	11/01/2016		1,842,300
	Total Convertible Preferred Stocks – 5.0%
	(Cost $7,722,485)					7,782,859
	Common Stocks – 23.0%
	Airlines – 0.9%
50,300	Delta Air Lines, Inc.(h) (i)					1,326,914
	Auto Parts & Equipment – 0.7%
24,200	Johnson Controls, Inc.(h)					1,116,830
	Banks – 5.1%
41,000	JPMorgan Chase & Co.(h) (i)					2,113,140
299,800	Mitsubishi UFJ Financial Group, Inc. (Japan)					1,894,567
914,600	Mizuho Financial Group, Inc. (Japan)					1,911,049
41,500	Sumitomo Mitsui Financial Group, Inc. (Japan)					1,994,420
						7,913,176
	Biotechnology – 2.5%
16,000	Alexion Pharmaceuticals, Inc.(f) (h) (i)					1,967,200
100,000	Amarin Corp. PLC, ADR (United Kingdom)(f) (i)					165,000
145,000	Coronado Biosciences, Inc.(f) (h) (i)					242,150
76,532	Harvard Bioscience, Inc.(f) (i)					450,773
20,008	MannKind Corp.(f)					97,839
4,000	Regeneron Pharmaceuticals, Inc.(f) (h) (i)					1,150,400
						4,073,362
	Commercial Services – 0.3%
25,800	Park24 Co. Ltd. (Japan)					503,851
	Entertainment – 0.7%
20,000	Penn National Gaming, Inc.(f) (h) (i)					1,170,200
	Health Care Services – 0.5%
27,000	Brookdale Senior Living, Inc.(f) (i)					731,160
	Insurance – 2.0%
60,000	American International Group, Inc.(h) (i)					3,099,000

See notes to financial statements.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 13

PORTFOLIO OF INVESTMENTS continued October 31, 2013

Number
of Shares	Description	Value
	Internet – 1.1%
50,300	Yahoo!, Inc.(f) (h) (i)	$ 1,656,379
	Media – 0.6%
20,203	DISH Network Corp., Class A(f)	973,785
	Miscellaneous Manufacturing – 0.4%
23,900	FUJIFILM Holdings Corp. (Japan)	582,945
	Oil & Gas – 0.9%
30,161	BP PLC, ADR (United Kingdom)	1,402,486
	Oil & Gas Services – 0.3%
8,397	Hornbeck Offshore Services, Inc.(f)	464,102
	Pharmaceuticals – 2.2%
12,000	Pharmacyclics, Inc.(f) (h) (i)	1,423,680
50,000	ViroPharma, Inc.(f) (h) (i)	1,941,000
		3,364,680
	Real Estate Investment Trusts – 0.8%
30,212	ProLogis, Inc.	1,206,969
	Retail – 1.5%
90,000	Aeropostale, Inc.(f) (i)	836,100
20,000	Tiffany & Co.(h) (i)	1,583,400
		2,419,500
	Semiconductors – 0.9%
60,300	Intel Corp.(h) (i)	1,473,129
	Telecommunications – 1.6%
75,581	Ixia(f)	1,071,739
39,378	Vodafone Group PLC, ADR (United Kingdom) (i)	1,449,898
		2,521,637
	Total Common Stocks – 23.0%
	(Cost $36,027,153)	36,000,105
	Warrants – 0.3%
122,616	MannKind Corp., expiring 02/08/2016(f) (i)	235,300
200,000	Vringo, Inc., expiring 06/21/2015(f)	190,000
	(Cost $283,903)	425,300
	Total Long-Term Investments – 130.3%
	(Cost $195,777,957)	203,743,992
See notes to financial statements.
14 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

PORTFOLIO OF INVESTMENTS continued			October 31, 2013
Contracts
(100 shares		Expiration	Exercise
per contract)	Options Purchased (f)	Date	Price	Value
	Call Options Purchased – 0.2%
2,000	Aeropostale, Inc.	November 2013	$11.00	$ 15,000
5,000	Alcoa, Inc.	January 2014	$10.00	110,000
1,050	BioMarin Pharmaceutical, Inc.	November 2013	$75.00	22,050
2,000	Ciena Corp.	November 2013	$30.00	10,000
1,000	Coronado Biosciences, Inc.	February 2014	$15.00	5,000
2,000	EMC Corp.	November 2013	$25.00	22,000
5,000	EMC Corp.	November 2013	$27.00	10,000
2,000	NetApp, Inc.	November 2013	$46.00	22,000
2,500	Wright Medical Group, Inc.	November 2013	$30.00	93,750
	(Cost $656,221)			309,800
	Put Options Purchased – 0.1%
180	Ctrip.com International Ltd.	November 2013	$50.00	31,500
140	Ctrip.com International Ltd.	March 2014	$46.00	53,200
1,000	Qihoo 360 Technology Co. Ltd.	November 2013	$65.00	45,000
1,000	Seaspan Corp.	November 2013	$20.00	10,000
70	SolarCity Corp.	January 2014	$35.00	7,070
110	SolarCity Corp.	January 2014	$40.00	25,080
1,206	SPDR S&P 500 ETF Trust	November 2013	$173.00	3,618
2,000	SPDR S&P 500 ETF Trust	November 2013	$174.00	10,000
402	SPDR S&P 500 ETF Trust	November 2013	$171.00	15,678
	(Cost $404,786)			201,146
	Total Options Purchased – 0.3%
	(Cost $1,061,007)			510,946
	Total Investments – 130.6%
	(Cost $196,838,964)			204,254,938
	Other Assets in excess of Liabilities – 2.5%			3,882,155
	Total Value of Options Written – (1.1%) (Premiums received $1,731,863)			(1,750,012)
	Borrowings – (32.0% of Net Assets or 24.5% of Total Investments)			(50,000,000)
	Net Assets – 100.0%			$ 156,387,081

ADR – American Depositary Receipt

EUR – Euro

GBP – Pound Sterling

JPY – Japanese Yen

LLC – Limited Liability Company

LP – Limited Partnership

N/A – Not Applicable

OYJ – Public Traded Company

PLC – Public Limited Company

SA – Corporation

SAB de CV – Publicly Traded Company

SGD – Singapore Dollar

~	The principal amount is denominated in U.S. Dollars unless otherwise noted.
*	Ratings shown are per Standard & Poor’s Rating Group, Moody’s Investor Services, Inc. or Fitch Ratings. Securities classified as NR are not rated. (For securities not rated by Standard &
	Poor’s Rating Group, the rating by Moody’s Investor Services, Inc. is provided. Likewise, for securities not rated by Standard & Poor’s Rating Group and Moody’s Investor Services, Inc., the
	rating by Fitch Ratings is provided.) All ratings are unaudited. The ratings apply to the credit worthiness of the issuers of the underlying securities and not to the Fund or its shares.
**	Date and price of the earliest optional call provision. There may be other call provisions at varying prices at later dates. All optional call provisions are unaudited.

See notes to financial statements.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 15

PORTFOLIO OF INVESTMENTS continued October 31, 2013

***	Amount is less than 0.1%
(a)	Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2013, these securities amounted to $29,324,629, which represents 18.8% of net assets.
(b)	Zero coupon bond.
(c)	Security becomes an accreting bond after December 15, 2016 with a 2.00% principal accretion rate.
(d)	Security becomes an accreting bond after March 1, 2018 with a 2.00% principal accretion rate.
(e)	Security becomes an accreting bond after December 15, 2013 with a 2.00% principal accretion rate.
(f)	Non-income producing security.
(g)	Security is a “step-down” bond where the coupon decreases or steps down at a predetermined date. The rate shown reflects the rate in effect at October 31, 2013.
(h)	Security represents cover for outstanding written options.
(i)	All or a portion of this security has been physically segregated in connection with the line of credit, written options or forward exchange currency contracts. As of October 31, 2013, the total amount segregated was $115,907,913.
(j)	Security is perpetual and, thus does not have a predetermined maturity date.

Contracts
(100 shares		Expiration	Exercise
per contract)	Call Options Written (a)	Month	Price	Market Value
160	Alexion Pharmaceuticals, Inc.	January 2014	$ 125.00	$ (99,200)
600	American International Group, Inc.	May 2014	55.00	(140,400)
1,050	BioMarin Pharmaceutical, Inc.	January 2015	95.00	(236,250)
1,000	Coronado Biosciences, Inc.	February 2014	17.50	(5,000)
280	Ctrip.com International Ltd.	March 2014	65.00	(100,800)
503	Delta Air Lines,, Inc	March 2014	28.00	(85,007)
603	Intel Corp.	April 2014	26.00	(37,989)
242	Johnson Controls, Inc.	April 2014	47.00	(60,016)
410	JPMorgan Chase & Co.	March 2014	57.50	(25,830)
16	priceline.com, Inc.	April 2014	1,000.00	(204,800)
120	Pharmacyclics, Inc.	January 2014	150.00	(49,200)
200	Penn National Gaming, Inc.	April 2014	65.00	(31,000)
40	Regeneron Pharmaceuticals, Inc.	February 2014	320.00	(79,600)
292	SolarCity Corp.	January 2015	60.00	(394,200)
40	SolarCity Corp.	January 2015	65.00	(44,800)
200	Tiffany & Co.	May 2014	90.00	(39,200)
500	ViroPharma, Inc.	May 2014	50.00	(35,000)
2,500	Wright Medical Group, Inc.	November 2013	35.00	(37,500)
402	Yahoo!, Inc.	January 2014	36.00	(44,220)
	Total Value of Call Options Written
	(Premiums received $1,731,863)			$ (1,750,012)
	(a) Non-income producing security.

See notes to financial statements.

16 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

STATEMENT OF ASSETS AND LIABILITIES	October 31, 2013
Assets
Investments, at value (cost $196,838,964)	$	204,254,938
Cash & cash equivalents		760,437
Securities sold receivable		7,225,687
Interest receivable		946,813
Unrealized appreciation on forward exchange currency contracts		32,206
Dividends receivable		100,727
Tax reclaims receivable		7,036
Other assets		15,306
Total assets		213,343,150
Liabilities
Borrowings		50,000,000
Payable for securities purchased		4,369,236
Options written, at value (premiums received of $1,731,863)		1,750,012
Unrealized depreciation on forward exchange currency contracts		378,757
Investment management fee payable		89,420
Investment advisory fee payable		85,913
Administrative fee payable		4,705
Trustees fee payable		4,337
Interest due on borrowings		4,122
Accrued expenses and other liabilities		269,567
Total liabilities		56,956,069
Net Assets	$	156,387,081
Composition of Net Assets
Common stock, $0.001 par value per share; unlimited number of shares authorized,
13,603,025 shares issued and outstanding	$	13,603
Additional paid-in capital		213,452,743
Accumulated net realized loss on investments, written options, swaps and foreign
currency transactions		(63,732,143	)
Net unrealized appreciation on investments, written options, swaps and foreign
currency translations		7,042,430
Distributions in excess of net investment income		(389,552	)
Net Assets	$	156,387,081
Net Asset Value (based on 13,603,025 common shares outstanding)	$	11.50

See notes to financial statements.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 17

STATEMENT OF OPERATIONS For the year ended October 31, 2013 October 31, 2013

Investment Income
Interest	$	5,103,303
Dividends(net of foreign withholding taxes of $6,122)		1,280,005
Total income			$	6,383,308
Expenses
Investment management fee		1,024,128
Investment advisory fee		983,966
Interest expense		633,868
Professional fees		203,260
Trustees’ fees and expenses		158,775
Fund accounting		65,032
Printing expense		56,630
Administration fee		55,030
Custodian fee		34,433
Insurance		29,634
NYSE listing fee		23,725
Transfer agent fee		18,079
Miscellaneous		4,198
Total expenses				3,290,758
Net investment income				3,092,550
Realized and Unrealized Gain (Loss) on Investments, Written Options, Swaps, and
Foreign Currency Transactions
Net realized gain (loss) on:
Investments				21,412,080
Written options				(2,849,487	)
Foreign currency transactions				(395,069	)
Swaps				(689,415	)
Change in net unrealized appreciation (depreciation) on:
Investments				3,599,932
Foreign currency translations				(401,756	)
Written options				(42,210	)
Swaps				(135,479	)
Net realized and unrealized gain on investments, written options, swaps, and
foreign currency transactions				20,498,596
Net Increase in Net Assets Resulting from Operations			$	23,591,146

See notes to financial statements.

18 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

STATEMENT OF CHANGES IN NET ASSETS				October 31, 2013
	For the			For the
	Year Ended			Year Ended
	October 31, 2013			October 31, 2012
Change in Net Assets from Operations
Net investment income	$	3,092,550		$	5,515,580
Net realized gain on investments, written options, swaps, and foreign
currency transactions		17,478,109			5,807,738
Net change in unrealized appreciation on investments,
written options, swaps and foreign currency translations		3,020,487			527,291
Net increase in net assets resulting from operations		23,591,146			11,850,609
Distributions
From and in excess of net investment income		(11,426,541	)		(11,707,174	)
Return of capital		—			(453,930	)
Total distributions		(11,426,541	)		(12,161,104	)
Total increase (decrease) in net assets		12,164,605			(310,495	)
Net Assets
Beginning of year		144,222,476			144,532,971
End of year (including distributions in excess of net investment income of
$(389,552) and $(380,805), respectively)	$	156,387,081		$	144,222,476

See notes to financial statements.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 19

STATEMENT OF CASH FLOWS For the year ended October 31, 2013 October 31, 2013

Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	23,591,146
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to
Net Cash Provided by Operating and Investing Activities:
Net change in unrealized appreciation on investments		(3,599,932	)
Net change in unrealized depreciation on written options		42,210
Net change in unrealized depreciation on swaps		135,479
Net change in unrealized depreciation on foreign currency translations		401,756
Net realized gain on investments		(21,412,080	)
Purchase of long-term investments		(629,491,060	)
Proceeds from sale of long-term investments		636,323,630
Net amortization/accretion of premium/discount		(348,182	)
Net increase in premiums received on written options		874,806
Increase in securities sold receivable		(4,633,584	)
Decrease in interest receivable		649,607
Decrease in dividends receivable		72,434
Increase in tax reclaims receivable		(329	)
Decrease in upfront premium paid on swap contracts		412,718
Increase in other assets		(634	)
Decrease in interest due on borrowings		(59,359	)
Decrease in payable for securities purchased		(656,229	)
Increase in investment management fee payable		5,066
Increase in investment advisory fee payable		4,867
Increase in administrative fee payable		232
Increase in trustee fee payable		3,726
Increase in accrued expenses and other liabilities		65,002
Net Cash Provided by Operating and Investing Activities		2,381,290
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(11,426,541	)
Net Cash Used by Financing Activities		(11,426,541	)
Net decrease in cash		(9,045,251	)
Cash at Beginning of Period		9,805,688
Cash at End of Period	$	760,437
Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest	$	693,227

See notes to financial statements.

20 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

FINANCIAL HIGHLIGHTS (Unaudited)				October 31, 2013
	For the			For the			For the			For the			For the
Per share operating performance for a common share	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
outstanding throughout the period	October 31, 2013			October 31, 2012			October 31, 2011			October 31, 2010			October 31, 2009
Net asset value, beginning of period	$	10.60		$	10.63		$	12.11		$	11.72		$	10.91
Income from investment operations
Net investment income (a)		0.23			0.41			0.42			0.40			0.39
Net realized and unrealized gain (loss) on investments,
written options, swaps, and foreign currency transactions		1.51			0.45			(0.84	)		1.05			1.56
Total from investment operations		1.74			0.86			(0.42	)		1.45			1.95
Distributions to shareholders
From and in excess of net investment income		(0.84	)		(0.86	)		(0.47	)		(1.06	)		(0.67	)
Return of capital		—			(0.03	)		(0.59	)		—			(0.47	)
Total distributions to shareholders		(0.84	)		(0.89	)		(1.06	)		(1.06	)		(1.14	)
Net asset value, end of period	$	11.50		$	10.60		$	10.63		$	12.11		$	11.72
Market value, end of period	$	10.03		$	9.46		$	9.73		$	11.38		$	10.48
Total investment return (b)
Net asset value		17.10	%		8.59	%		-4.18	%		13.14	%		19.74	%
Market value		15.56	%		6.78	%		-6.27	%		19.37	%		34.17	%
Ratios and supplemental data
Net assets, end of period (thousands)	$	156,387		$	144,222		$	144,533		$	168,684		$	159,370
Ratios to Average Net Assets applicable to Common Shares:
Operating Expenses		1.76	%(f)		1.82	%(f)		1.72	%		1.71	%		1.42	%
Interest Expense (c)		0.42	%		0.50	%		0.39	%		0.39	%(g)		N/A
Total Expenses		2.18	%(f)		2.32	%(f)		2.11	%		2.10	%		N/A
Net investment income		2.05	%		3.85	%		3.54	%		3.43	%		3.68	%
Portfolio turnover rate(d)		321	%		141	%		121	%		127	%		236	%
Senior Indebtedness
Total Borrowings outstanding (in thousands)	$	50,000		$	50,000		$	50,000		$	50,000			N/A
Asset Coverage per $1,000 of indebtedness (e)	$	4,128		$	3,884		$	3,891		$	4,293			N/A

N/A – Not applicable.
(a)	Based on average shares outstanding during the period.
(b)	Total investment return is calculated assuming a purchase of a common share at the beginning of the period and a sale on the last day of the period reported either at net asset value (“NAV”)
	or market price per share. Distributions are assumed to be reinvested at NAV for NAV returns or the prices obtained under the Fund’s Dividend Reinvestment Plan for market value returns.
	Total investment return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized.
(c)	Interest expense ratio relates to interest associated with borrowings.
(d)	Portfolio turnover is not annualized for periods of less than one year.
(e)	Calculated by subtracting the Fund’s total liabilities (not including the borrowings) from the Fund’s total assets and dividing by the total borrowings.
(f)	The expense ratio does not reflect fees and expenses incurred by the Fund as a result of its investment in shares of other business development companies. If these fees were included in the
	expense ratio, the increase to the expense ratio would be approximately 0.03% for the year ended October 31, 2013 and 0.07% for the year ended October 31, 2012.
(g)	The ratio is annualized.

See notes to financial statements.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 21

NOTES TO FINANCIAL STATEMENTS (Unaudited) October 31, 2013

Note 1 – Organization:

Advent/Claymore Enhanced Growth & Income Fund (the “Fund”) was organized as a Delaware statutory trust on January 30, 2004. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended.

The Fund’s primary investment objective is to provide current income and current gains from trading in securities, with a secondary objective of long-term capital appreciation. The Fund pursues its investment objectives by investing its assets in dividend and interest paying equity securities, convertible securities and non-convertible high-yield securities. Also, in pursuit of the Fund’s primary investment objective, the Fund intends to engage in an option strategy of writing (selling) covered call options.

Note 2 – Accounting Policies:

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates. The following is a summary of significant accounting policies followed by the Fund:

(a) Valuation of Investments

Equity securities listed on an exchange are valued at the last reported sale price on the primary exchange on which they are traded. Equity securities traded on an exchange for which there are no transactions on a given day are valued at the mean of the closing bid and ask prices. Securities traded on NASDAQ are valued at the NASDAQ Official Closing Price. Equity securities not listed on a securities exchange or NASDAQ are valued at the mean of the closing bid and ask prices. Debt securities are valued by independent pricing services or dealers using the mean of the closing bid and ask prices for such securities or, if such prices are not available, at prices for securities of comparable maturity, quality and type. If sufficient market activity is limited or does not exist, the pricing providers or broker dealers may utilize proprietary valuation models which consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, or other unique security features in order to estimate relevant cash flows, which are then discounted to calculate a security's fair value. Exchange-traded funds are valued at the last sale price or official closing price on the exchange where the security is principally traded. Swaps are valued daily by independent pricing services or dealers using the mid price. Forward exchange currency contracts are valued daily at current exchange rates. Futures contracts are valued using the settlement price established each day on the exchange on which they are traded. Exchange-traded options are valued at the closing price, if traded that day. If not traded, they are valued at the mean of the bid and ask prices on the primary exchange on which they are traded. Short-term securities with remaining maturities of 60 days or less are valued at amortized cost, which approximates market value.

For those securities where quotations or prices are not available, the valuations are determined in accordance with procedures established in good faith by management and approved by the Board of Trustees ("Trustees"). A valuation committee consisting of representatives from investment management, fund administration, legal and compliance is responsible for the oversight of the valuation process of the Fund and convenes monthly, or more frequently as needed. The valuation committee reviews monthly Level 3 fair valued securities methodology, price overrides, broker quoted securities, price source changes, illiquid securities, unchanged priced securities, halted securities, price challenges, fair valued securities sold and back testing trade prices in relation to prior day closing prices. On a quarterly basis, the valuations and methodologies of all Level 3 fair valued securities are presented to the Fund’s Trustees.

Valuations in accordance with these procedures are intended to reflect each security's (or asset's) fair value. Such fair value is the amount that the Fund might reasonably expect to receive for the security (or asset) upon its current sale. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one security to another. Examples of such factors may include, but are not limited to: (i) the type of security, (ii) the initial cost of the security, (iii) the existence of any contractual restrictions on the security's disposition, (iv) the price and extent of public trading in similar securities of the issuer or of comparable companies, (v) quotations or evaluated prices from broker-dealers and/or pricing services, (vi) information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange traded securities), (vii) an analysis of the company's financial statements, and (viii) an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold (e.g. the existence of pending merger activity, public offerings or tender offers that might affect the value of the security.) There were no securities fair valued in accordance with such procedures established by the Trustees at October 31, 2013.

GAAP requires disclosure of fair valuation measurements as of each measurement date. In compliance with GAAP, the Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund's investments and summarized in the following fair value hierarchy:

Level 1 – quoted prices in active markets for identical securities

Level 2 – quoted prices in inactive markets or other significant observable inputs (e.g. quoted prices for similar securities; interest rates; prepayment speed; credit risk; yield curves)

Level 3 – significant unobservable inputs (e.g. discounted cash flow analysis; non-market based methods used to determine fair value)

Observable inputs are those based upon market data obtained from independent sources, and unobservable inputs reflect the Fund's own assumptions based on the best information available. A financial instrument's level within the fair value hierarchy is based on the lowest

22 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following are certain inputs and techniques that are generally utilized to evaluate how to classify each major type of investment in accordance with GAAP.

Equity Securities (Common and Preferred Stock) – Equity securities traded in active markets where market quotations are readily available are categorized as Level 1. Equity securities traded in inactive markets and certain foreign equities are valued using inputs which include broker quotes, prices of securities closely related where the security held is not trading but the related security is trading, and evaluated price quotes received from independent pricing providers. To the extent that these inputs are observable, such securities are categorized as Level 2. To the extent that these inputs are unobservable, such securities are categorized as Level 3.

Convertible Bonds & Notes – Convertible bonds and notes are valued by independent pricing providers who employ matrix pricing models utilizing various inputs such as market prices, broker quotes, prices of securities with comparable maturities and qualities, and closing prices of corresponding underlying securities. To the extent that these inputs are observable, such securities are categorized as Level 2. To the extent that these inputs are unobservable, such securities are categorized as Level 3.

Corporate Bonds & Notes – Corporate bonds and notes are valued by independent pricing providers who employ matrix pricing models utilizing various inputs such as market prices, broker quotes, and prices of securities with comparable maturities and qualities and closing prices of corresponding underlying securities. To the extent that these inputs are observable, such securities are categorized as Level 2. To the extent that these inputs are unobservable, such securities are categorized as Level 3.

Transfers between valuation levels, if any, are in comparison to the valuation levels at the end of the previous fiscal year, and are effective using the fair value as of the end of the current fiscal period.

The Fund did not hold any Level 3 securities during the year ended October 31, 2013.

The following table represents the Fund’s investments carried on the Statement of Assets and Liabilities by caption and by level within the fair value hierarchy as of October 31, 2013:

	Quoted Prices	Significant
	in Active	Other	Significant
	Markets for	Observable	Unobservable
Identical Assets		Inputs	Inputs
Description	(Level 1)	(Level 2)	(Level 3)	Total
(value in $000s)
Assets:
Convertible Bonds	$ –	$ 156,330	$ –	$ 156,330
Corporate Bonds	–	3,206	–	3,206
Convertible Preferred
Stocks	7,783	–	–	7,783
Common Stocks	36,000	–	–	36,000
Warrants	–	425	–	425
Options Purchased	511	–	–	511
Foreign Exchange
Currency Contracts	–	32	–	32
Total	$ 44,294	$ 159,993	$ –	$ 204,287
Liabilities:
Options Written	$ 1,750	$ –	$ –	$ 1,750
Foreign Exchange
Currency Contracts	–	379	–	379
Total	$ 1,750	$ 379	$ –	$ 2,129

If not referenced in the table, please refer to the Portfolio of Investments for the breakdown of investment type by industry category.

During the year ended October 31, 2013, there were no transfers between levels.

(b) Investment Transactions and Investment Income

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts on debt securities purchased are accreted to interest income over the lives of the respective securities using the effective interest method. Premiums on debt securities purchased are amortized to interest income up to the next call date of the respective securities using the effective interest method.

(c) Cash and Cash Equivalents

The Fund considers all demand deposits to be cash equivalents. Cash and cash equivalents are held at the Bank of New York Mellon.

(d) Restricted Cash

A portion of cash on hand is pledged with a broker for current or potential holdings, which includes options, swaps, forward exchange currency contracts and securities purchased on a when issued or delayed delivery basis.

At October 31, 2013, there was no restricted cash outstanding.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 23

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

(e) Convertible Securities

The Fund invests in preferred stocks and fixed-income securities which are convertible into common stock. Convertible securities may be converted either at a stated price or rate within a specified period of time into a specified number of shares of common stock. Traditionally, convertible securities have paid dividends or interest greater than on the related common stocks, but less than fixed income non-convertible securities. By investing in a convertible security, the Fund may participate in any capital appreciation or depreciation of a company’s stock, but to a lesser degree than if it had invested in that company’s common stock. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, entail less risk than the corporation’s common stock.

(f ) Currency Translation

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the mean of the bid and ask price of respective exchange rates on the last day of the period. Purchases and sales of investments and income and expenses denominated in foreign currencies are translated at the exchange rate on the date of the transaction.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Foreign exchange realized gain or loss resulting from holding of a foreign currency, expiration of a currency exchange contract, difference in exchange rates between the trade date and settlement date of an investment purchased or sold, and the difference between dividends actually received compared to the amount shown in the Fund’s accounting records on the date of receipt is shown as net realized gains or losses on foreign currency transactions in the Fund’s Statement of Operations.

Foreign exchange unrealized gain or loss on assets and liabilities, other than investments, is shown as unrealized appreciation (depreciation) on foreign currency translations on the Fund’s Statement of Operations.

(g) Covered Call and Put Options

The Fund intends to pursue its primary objective by employing an option strategy of writing (selling) covered call options or put options. Effective February 28, 2012, the Fund’s Trustees approved a guideline change to eliminate a previous requirement that 50% of all positions in the Fund have covered calls written against them. The Fund intends to continue writing options, but it is not subject to any minimum or maximum percentage of its portfolio securities on which it is required to write covered call options. The Fund seeks to produce a high level of current income and gains generated from option writing premiums and, to a lesser extent, from dividends.

When an option is written, the premium received is recorded as an asset with an equal liability and the liability is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written, at value, on the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transactions, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss.

(h) Swaps

A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into swap agreements to manage its exposure to interest rates and/or credit risk or to generate income. The swaps are valued daily by independent pricing services or dealers using the mid price and any unrealized gain or loss is included on the Statement of Assets and Liabilities. Gain or loss is realized upon periodic payments and the ultimate termination of the swap and is equal to the difference between the Fund’s basis in the swap and the proceeds of the closing transaction, including any fees. During the period that the swap agreement is open, the Fund may be subject to risk from the potential inability of the other party (“the Counterparty”) to meet the terms of the agreement. The swaps involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities. Upon termination of a swap agreement, a payable to or receivable from swap counterparty is established on the Statement of Assets and Liabilities to reflect the net gain/loss, including interest income/expense, on terminated swap positions, according to the terms of the swap agreement.

Realized gain (loss) upon termination of swap contracts is recorded on the Statement of Operations. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation (depreciation) of swap contracts. Upfront premiums paid and/or received by the Fund are recognized as a realized gain or loss when the contract matures or is terminated. Net periodic payments received by the Fund are included as part of realized gains (losses) and, in the case of accruals for periodic payments, are included as part of unrealized appreciation (depreciation) on the Statement of Operations.

At October 31, 2013, there were no swap agreements outstanding.

(i) Forward Exchange Currency Contracts

The Fund entered into forward exchange currency contracts in order to hedge its exposure to the change in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchases and sales commitments denominated in foreign currencies and for investment purposes. Forward exchange currency contracts are agreements between two parties to buy and sell currencies at a set price on a future date. Fluctuations in the value of open forward exchange currency contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Fund until the contracts are closed. When the contracts are closed, realized gains and losses are recorded, and included on the Statement of Operations.

24 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

Forward exchange currency contracts involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

(j) Futures Contracts

The Fund may enter into futures contracts to hedge against market and other risks in the Fund’s portfolio. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Fluctuations in the value of open futures contracts are recorded for financial reporting purposes as unrealized appreciation or depreciation by the Fund. Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. There were no futures contracts outstanding at October 31, 2013.

(k) Term Loans

Term loans in which the Fund typically invests are not listed on a securities exchange or board of trade. Term loans are typically bought and sold by institutional investors in individually negotiated transactions. The term loan market generally has fewer trades and less liquidity than the secondary market for other types of securities. Due to the nature of the term loan market, the actual settlement date may not be certain at the time of purchase or sale. Interest income on term loans is not accrued until settlement date. Typically, term loans are valued by independent pricing services using broker quotes. There were no term loans outstanding at October 31, 2013.

(l) Risks and Other Considerations

In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to, among other things, changes in the market (market risk) or the potential inability of a counterparty to meet the terms of an agreement (counterparty risk). The Fund is also exposed to other risks such as, but not limited to, concentration, interest rate, credit and financial leverage risks.

Concentration of Risk. It is the Fund’s policy to invest a significant portion of its assets in convertible securities. Although convertible securities do derive part of their value from that of the securities into which they are convertible, they are not considered derivative financial instruments. However, certain of the Fund’s investments include features which render them more sensitive to price changes in their underlying securities. Consequently, this exposes the Fund to greater downside risk than traditional convertible securities, but still less than that of the underlying common stock.

Credit Risk. Credit risk is the risk that one or more of the securities in the Fund’s portfolio will decline in price, or fail to pay interest and principal when due, because the issuer of the security experiences a decline in its financial status. In general, lower rated, lower grade and non-investment grade securities carry a greater degree of risk that the issuer will lose its ability to make interest and principal payments, which could have a negative impact on the Fund’s net asset value or dividends.

Interest Rate Risk. Convertible and nonconvertible income securities are subject to certain interest rate risks. If interest rates go up, the value of convertible and nonconvertible income securities in the Fund’s portfolio generally will decline. Also during periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below market interest rate, increase the security’s duration (the estimated period until the security is paid in full) and reduce the value of the security. This is known as extension risk. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk. Lower grade securities have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem a lower grade security if the issuer can refinance the security at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer.

Structured and Synthetic Convertible Securities Risk. The value of structured convertible securities can be affected by interest rate changes and credit risks of the issuer. Such securities may be structured in ways that limit their potential for capital appreciation and the entire value of the security may be at a risk of loss depending on the performance of the underlying equity security. Structured convertible securities may be less liquid than other convertible securities. The value of a synthetic convertible security will respond differently to market fluctuations than a convertible security because a synthetic convertible security is composed of two or more separate securities, each with its own market value. In addition, if the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value.

Foreign Securities and Emerging Markets Risk. Investing in non-U.S. issuers may involve unique risks, such as currency, political, economic and market risk. In addition, investing in emerging markets entails additional risk including, but not limited to: news and events unique to a country or region; smaller market size, resulting in lack of liquidity and price volatility; and certain national policies which may restrict the Fund’s investment opportunities; less uniformity in accounting and reporting requirements; unreliable securities valuation; and custody risk.

Financial Leverage Risk. Certain risks are associated with the leveraging of common stock, including the risk that both the net asset value and the market value of shares of common stock may be subject to higher volatility and a decline in value.

Counterparty Risk. The Fund is subject to counterparty credit risk, which is the risk that the counterparty fails to perform on agreements with the Fund such as swap and option contracts.

(m) Distributions to Shareholders

The Fund declares and pays quarterly dividends to common shareholders. These dividends consist of investment company taxable income, which generally includes qualified dividend income, ordinary income and short-term capital gains. Any net realized long-term gains are distributed annually to common shareholders.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 25

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

(n) Recent Accounting Pronouncements

In December 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, as clarified with ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” issued in January 2013. These common disclosure requirements are intended to help investors and other financial statement users better assess the effect or potential effect of offsetting arrangements on a portfolio’s financial position. They also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. In addition, ASU 2011-11 facilitates comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU 2011-11 requires entities to disclose both gross and net information about both instruments and transactions eligible for offset and disclose instruments and transactions subject to an agreement similar to a master netting agreement. The ASU is effective for interim and annual periods beginning on or after January 1, 2013. The Investment Adviser is currently evaluating the impact, if any, of applying this provision.

Note 3 – Investment Advisory Agreement, Investment Management Agreement and Other Agreements:

Pursuant to an Investment Advisory Agreement (the “Agreement”) between Guggenheim Funds Investment Advisors, LLC (the “Adviser” or “GFIA”) and the Fund, the Adviser furnishes offices, necessary facilities and equipment, provides administrative services to the Fund, oversees the activities of Advent Capital Management, LLC (the “Investment Manager”), provides personnel and compensates the Trustees and Officers of the Fund who are its affiliates. As compensation for these services, the Fund pays the Adviser an annual fee, payable monthly in arrears, at an annual rate equal to 0.49% of the average Managed Assets during such month. Managed Assets means the total assets of the Fund (including any assets attributable to any preferred shares that may be outstanding or otherwise attributable to the use of leverage, if any) minus the sum of accrued liabilities (other than debt representing financial leverage, if any).

Pursuant to an Investment Management Agreement between the Investment Manager and the Fund, the Fund pays the Investment Manager an annual fee, payable monthly in arrears, at an annual rate equal to 0.51% of the average Managed Assets during such month for the services and facilities provided by the Investment Manager to the Fund. These services include the day-to-day management of the Fund’s portfolio of securities, which includes buying and selling securities for the Fund and investment research.

The Bank of New York Mellon (“BNY”) acts as the Fund’s custodian and accounting agent. As custodian, BNY is responsible for the custody of the Fund’s assets. As accounting agent, BNY is responsible for maintaining the books and records of the Fund’s securities and cash.

Prior to June 20, 2013, under a separate Fund Administration agreement, the Investment Adviser provided Fund Administration services to the Funds. The Investment Adviser received a fund administration fee payable monthly at the annual rate set forth below as a percentage of the average daily net assets of the Fund:

Managed Assets	Rate
First $200,000,000	0.0275%
Next $300,000,000	0.0200%
Next $500,000,000	0.0150%
Over $1,000,000,000	0.0100%

Effective June 20, 2103, the Board of Trustees approved Rydex Fund Services, LLC (“RFS”) as the Administrator of the Fund. Both RFS and GFIA are affiliates of Guggenheim Partners, LLC, a global diversified financial services firm. There is no impact to the Fund as a result of this change.

Certain Officers and Trustees of the Fund are also Officers and Directors of the Adviser or Investment Manager. The Fund does not compensate its Officers or Trustees who are Officers of the aforementioned firms.

Note 4 – Federal Income Taxes:

The Fund intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required. In addition, by distributing substantially all of its ordinary income and long-term capital gains, if any, during each calendar year, the Fund avoids a 4% federal excise tax that is assessed on the amount of the under distribution.

In order to present paid-in-capital in excess of par, distributions in excess of net investment income and accumulated net realized gains or losses on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to distributions in excess of net investment income and accumulated net realized gains or losses on investments. For the year ended October 31, 2013, the adjustments were to decrease paid-in capital in excess of par by $8,222,916, increase accumulated net realized loss by $102,328 and increase distributions in excess of net investment income by $8,325,244 due to the difference in treatment for book and tax purposes of convertible bonds, convertible preferred securities, real estate investment trusts, and foreign currency.

At October 31, 2013, the cost and related gross unrealized appreciation and depreciation on investments for tax purposes, excluding written options and foreign currency translations are as follows:

				Net Tax
Cost of			Net Tax	Unrealized
Investments	Gross Tax	Gross Tax	Unrealized	Depreciation
for Tax	Unrealized	Unrealized	Appreciation	on Derivatives and
Purposes	Appreciation	Depreciation	on Investments	Foreign Currency
$197,570,704	$13,775,568	$(7,091,334)	$6,684,234	$(71,798)

The differences between book basis and tax basis unrealized appreciation/(depreciation) are primarily attributable to the tax deferral of losses on wash sales and additional income accrued for tax purposes on certain convertible securities.

26 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

At October 31, 2013, the components of accumulated earnings/(loss) (excluding paid-in capital) on a tax basis were as follows:

Undistributed	Undistributed
Ordinary	Long-Term
Income/	Gains/
(Accumulated	(Accumulated
Ordinary Loss)	Capital Loss)
$ – 0 –	$(62,818,735)

The differences between book basis and tax basis undistributed long-term gains/(accumulated capital losses) are attributable to the tax deferral of losses on wash sales and straddles.

At October 31, 2013, for federal income tax purposes, the Fund had a capital loss carryforward of $62,818,735 available to offset possible future capital gains. Of the capital loss carryforward, $10,400,015 expires on October 31, 2016, and $52,418,720 expires on October 31, 2017. For the year ended October 31, 2013, the Fund utilized $17,546,046 of capital losses. Per the Regulated Investment Company Modernization Act of 2010, capital loss carryforwards generated in taxable years beginning after December 22, 2010 must be fully used before capital loss carryforwards generated in taxable years prior to December 22, 2010; therefore, under circumstances, capital loss carryforwards available as of the report date may expire unused.

For the years ended October 31, 2013 and 2012, the tax character of distributions paid to shareholders as reflected on the Statement of Changes in Net Assets was as follows:

Distributions paid from:	2013	2012
Ordinary income	$11,426,541	$11,707,174
Return of capital	– 0 –	453,930
	$11,426,541	$12,161,104

For all open tax years and all major jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e. generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Note 5 – Investments in Securities:

For the year ended October 31, 2013, purchases and sales of investments, excluding written options, were $629,491,060 and $636,323,630, respectively.

Note 6 – Derivatives:

(a) Covered Call and Put Options

An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or “strike” price. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call) or to pay the exercise price upon delivery of the underlying security (in the case of a put).

The Fund will follow a strategy of writing covered call options, which is a strategy designed to produce income from option premiums and offset a portion of a market decline in the underlying security. This strategy will be the Fund’s principal investment strategy in seeking to pursue its primary investment objective. The Fund will only “sell” or “write” options on securities held in the Fund’s portfolio. It may not sell “naked” call options, i.e., options on securities that are not held by the Fund or on more shares of a security than are held in the Fund’s portfolio. The Fund will consider a call option written with respect to a security underlying a convertible security to be covered so long as (i) the convertible security, pursuant to its terms, grants to the holders of such security the right to convert the convertible security into the underlying security and (ii) the convertible security, upon conversion, will convert into enough shares of the underlying security to cover the call option written by the Fund.

There are several risks associated with transactions in options on securities. As the writer of a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but has retained the risk of loss should the price of the underlying security decline. A writer of a put option is exposed to the risk of loss if the fair value of the underlying security declines, but profits only to the extent of the premium received if the underlying security increases in value. The writer of an option has no control over the time when it may be required to fulfill its obligation as writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price.

The Fund entered into written option contracts for the year ended October 31, 2013. Details of the transactions were as follows:

	Number of Contracts			Premiums Received
Options outstanding, beginning of period		8,199		$	857,057
Options written during the period		159,077			15,914,420
Options expired during the period		(26,822	)		(605,672	)
Options closed during the period		(130,893	)		(14,408,115	)
Options assigned during the period		(403	)		(25,827	)
Options outstanding, end of period		9,158		$	1,731,863

(b) Swaps

Swap agreements are contracts between parties in which one party agrees to make periodic payments to the Counterparty based on the change in market value or level of a specified rate, index or asset. In return, the Counterparty agrees to make periodic payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, the Fund receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Fund’s custodian bank.

The Fund is party to various derivative contracts governed by International Swaps and Derivatives Association Master Agreements (“ISDA

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 27

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

agreements”). The Fund’s ISDA agreements, which are separately negotiated with each Counterparty, typically contain provisions allowing, absent other considerations, a Counterparty to exercise rights, to the extent not otherwise waived, against the Fund in the event the Fund does not meet certain collateral requirements or the Fund’s net assets decline over time by a predetermined percentage or fall below a pre-determined floor. With respect to certain counterparties, collateral posted to the Fund is held in a segregated account by the Fund’s custodian. Collateral can be in the form of cash or securities as agreed to by the Fund and the applicable Counterparty. Collateral requirements are determined based on the Fund’s net position with each Counterparty. The ISDA agreements also contain provisions, absent other conditions, for the Fund to exercise rights, to the extent not otherwise waived, against counterparties (i.e. decline in a Counterparty’s credit rating below a specified level). Such rights for both the Counterparty and the Fund often include the ability to terminate (i.e., close out) open contracts at prices which may favor the Counterparty, which could have an adverse effect on the Fund. The ISDA agreements with certain counterparties allow the Fund and Counterparty to offset certain derivative instruments’ payables or receivables with collateral posted to a segregated custody account.

Credit default swap transactions involve the Fund’s agreement to exchange the credit risk of an issuer. A buyer of a credit default swap is said to buy protection by paying periodic fees in return for a contingent payment from the seller if the issuer has a credit event such as bankruptcy, a failure to pay outstanding obligations or deteriorating credit while the swap is outstanding. A seller of a credit default swap is said to sell protection and thus collects the periodic fees and profits if the credit of the issuer remains stable or improves while the swap is outstanding but the seller in a credit default swap contract would be required to pay an agreed upon amount, which approximates the notional amount of the swap, to the buyer in the event of an adverse credit event of the issuer.

At October 31, 2013, there were no outstanding swap agreements.

(c) Forward Exchange Currency Contracts

A forward exchange currency contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contracts and the closing of such contracts would be included in net realized gain or loss on foreign currency transactions. Risk may arise from the potential inability of a Counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Fund has in that particular currency contract.

At October 31, 2013, the following forward exchange currency contracts were outstanding:
									Net Unrealized
							Value at		Appreciation
Contracts to Sell			Counterparty	Settlement Date	Settlement Value		10/31/2013		(Depreciation)
EUR		2,757,000
for USD		3,707,055	The Bank of New York Mellon	12/19/13	$	3,707,055	$	3,748,445	$	(41,390	)
EUR		1,682,000
for USD		2,313,891	The Bank of New York Mellon	12/19/13		2,313,891		2,286,864		27,027
GBP		1,514,000
for USD		2,406,359	The Bank of New York Mellon	12/19/13		2,406,359		2,431,470		(25,111	)
HKD		6,362,500
for USD		820,597	The Bank of New York Mellon	11/4/13		820,597		820,645		(48	)
JPY 2,491,000,000
for USD	25,134,577		The Bank of New York Mellon	12/19/13		25,134,577		25,398,348		(263,771	)
SGD		3,544,000
for USD		2,812,576	The Bank of New York Mellon	12/19/13		2,812,576		2,857,333		(44,757	)
									$	(348,050	)
									Net Unrealized
							Value at		Appreciation
Contracts to Buy			Counterparty	Settlement Date	Settlement Value		10/31/2013		(Depreciation)
JPY		96,000,000
for USD		973,641	The Bank of New York Mellon	12/19/13	$	973,641	$	978,820	$	5,179
JPY		206,000,000
for USD		2,104,065	The Bank of New York Mellon	12/19/13		2,104,065		2,100,385		(3,680	)
										1,499
				Total unrealized depreciation on forward exchange currency contracts					$	(346,551	)

(d) Futures Contracts

A futures contract is an agreement to buy or sell a specified underlying security for a fixed price at a future date. Upon entering into a futures contract, the Fund is required to make an initial margin deposit with the broker or with its custodian in an account in the broker’s name of cash or liquid securities equal to a specified percentage of the contract amount. Subsequent payments (“variation margin”) are made or received by the Fund each day, depending on the daily fluctuation of the value of the contract. Variation margin is recorded as a receivable or payable on the Statement of Assets and Liabilities. During the period the futures contracts is open, changes in the value of the contract are recorded as unrealized gain (loss) on the Statement of Operations. When the futures contract is closed or expired, the Fund records a realized gain (loss) on the Statement of Operations.

28 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

At October 31, 2013, there were no outstanding futures contracts.

(e) Summary of Derivatives Information

The Fund is required by GAAP to disclose: a) how and why a fund uses derivative instruments, b) how derivatives instruments are accounted for, and c) how derivative instruments affect a fund’s financial position, results of operations and cash flows.

The following table presents the types of derivatives in the Fund by location as presented on the Statement of Assets and Liabilities as of October 31, 2013.

Statement of Asset & Liabilities Presentation of Fair Values of Derivative Instruments:
(amounts in thousands)
	Asset Derivatives		Liability Derivatives
Derivatives not accounted for	Statement of Assets		Statement of Assets
as hedging instruments	and Liabilities Location	Fair Value	and Liabilities Location	Fair Value
Equity risk	Investments, at value	$511	Options written, at value	$1,750
	(options purchased)
Foreign exchange risk	Unrealized appreciation on	32	Unrealized depreciation on	379
	forward exchange currency contracts		forward exchange currency contracts
Total		$543		$2,129

The following table presents the effect of Derivative Instruments on the Statement of Operations for the year ended October 31, 2013:

Effect of Derivative Instruments on the Statement of Operations:
(amounts in thousands)
	Amount of Realized Gain/(Loss) on Derivatives

Derivatives not accounted for as hedging			Foreign Currency
instruments	Options	Swaps	Transactions	Total
Equity risk	$(5,691)	$ –	$ –	$(5,691)
Credit Risk	–	(689)	–	(689)
Foreign exchange risk	–	–	(110)	(110)
Total	$(5,691)	$(689)	$(110)	$(6,490)

Change in Unrealized Appreciation (Depreciation) on Derivatives

Derivatives not accounted for as hedging			Foreign Currency
instruments	Options	Swaps	Translations	Total
Equity risk	$ (601)	$ –	$ –	$ (601)
Credit risk	–	(135)	–	(135)
Foreign exchange risk	–	–	(393)	(393)
Total	$ (601)	$(135)	$(393)	$(1,129)

Derivative Volume

Forward Exchange Currency Contracts:
Average Settlement Value Purchased	$1,078,692
Average Settlement Value Sold	$1,973,792
Ending Settlement Value Purchased	$3,077,706
Ending Settlement Value Sold	$37,195,055

As of October 31, 2013, the Fund has a net liability position of $1,585,617 on derivative contracts and collateral posted is $21,399,362.

Swaps:

The Fund increased the volume of activity in swaps during the year ended October 31, 2013, with an average notional balance of approximately $2,387,885, and an ending notional balance of $0.

Note 7 – Capital:

Common Shares

The Fund has an unlimited amount of common shares, $0.001 par value, authorized and 13,603,025 issued and outstanding. In connection with the Fund’s dividend reinvestment plan, the Fund did not issue shares during the year ended October 31, 2013, or the year ended October 31, 2012.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 29

NOTES TO FINANCIAL STATEMENTS continued October 31, 2013

Note 8 – Borrowings:

On December 30, 2009, the Fund entered into a $50,000,000 committed credit facility agreement whereby the lender has agreed to provide secured financing to the Fund and the Fund will provide pledged collateral to the lender. Interest on the amount borrowed is based on the 3-month LIBOR plus 0.95%. An unused commitment fee of 0.85% is charged on the difference between the $50,000,000 credit agreement and the amount borrowed, which if applicable is included in Interest Expense on the Statement of Operations. As of October 31, 2013, there was $50,000,000 outstanding in connection with the Fund’s credit facility. The average daily amount of the borrowings on the credit facility during the year ended October 31, 2013 was $50,000,000 with a related average interest rate of 1.23%. The maximum amount outstanding during the period was $50,000,000. As of October 31, 2013, the total amount of securities segregated in connection with borrowings was $94,508,551.

The Fund’s use of leverage creates special risks that may adversely affect the total return of the Fund. The risks include but are not limited to: greater volatility of the Fund’s net asset value and market price; fluctuations in the interest rates on the leverage; and the possibility that increased costs associated with the leverage, which would be borne entirely by the holder’s of the Fund, may reduce the Fund’s total return. The Fund will pay interest expense on the leverage, thus reducing the Fund’s total return. This expense may be greater than the Fund’s return on the underlying investment.

The committed credit facility agreement governing the loan facility includes usual and customary covenants. These covenants impose on the Fund asset coverage requirements, collateral requirements, investment strategy requirements, and certain financial obligations. These covenants place limits or restrictions on the Fund’s ability to (i) enter into additional indebtedness with a party other than the lender, (ii) change its fundamental investment policy, or (iii) pledge to any other party, other than to the lender, securities owned or held by the Fund over which the lender has a lien. In addition, the Fund is required to deliver financial information to the lender within established deadlines, maintain an asset coverage ratio (as defined in Section 18(g) of the 1940 Act) greater than 300%, comply with the rules of the stock exchange on which its shares are listed, and maintain its classification as a “closed-end fund company” as defined in the 1940 Act.

Note 9 – Indemnifications:

In the normal course of business, the Fund enters into contracts that contain a variety of representations, which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

Note 10 – Subsequent Event:

On November 1, 2013, the Trustees declared a quarterly dividend of $0.2100 per common share. This dividend was payable on November 29, 2013, to shareholders of record on November 15, 2013.

The Fund has performed an evaluation of subsequent events through the date of issuance of this report and has determined that there are no material events that would require disclosure other than the event disclosed above.

30 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM October 31, 2013

To the Board of Trustees and Shareholders of

Advent/Claymore Enhanced Growth & Income Fund

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations, of changes in net assets, of cash flows and the financial highlights present fairly, in all material respects, the financial position of Advent/Claymore Enhanced Growth & Income Fund (the “Fund”) at October 31, 2013, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

December 23, 2013

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 31

SUPPLEMENTAL INFORMATION (Unaudited) October 31, 2013

Federal Income Tax Information

Qualified dividend income of as much as $758,504 was received by the Fund through October 31, 2013. The Fund intends to designate the maximum amount of dividends that qualify for the reduced tax rate pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

For corporate shareholders $684,879 of investment income (dividend income plus short-term gains, if any) qualified for the dividends-received deduction.

In January 2014, you will be advised on IRS Form 1099 DIV or substitute 1099 DIV as to the federal tax status of the distributions received by you in the calendar year 2013.

Result of Shareholder Votes

The Annual Meeting of Shareholders of the Fund was held on October 16, 2013. At this meeting, shareholders voted on the election of Trustees.

With regard to the election of the following Trustees by shareholders of the Fund:

	Number of	Number of	Number of
	Shares in Favor	Shares Against	Shares Withheld
Gerald L. Seizart	11,741,443	188,997	306,458
Derek Medina	11,724,386	218,299	294,213
Randall C. Barnes	11,734,936	193,061	308,901

The other Trustees of the Fund whose terms did not expire in 2013 are Daniel L. Black, Robert A. Nyberg and Michael A. Smart.

Trustees

The Trustees of the Advent/Claymore Enhanced Growth & Income Fund and their principal occupations during the past five years:

	Term of		Number
Name, Address,	Office*		ofFunds
Yearof Birth	and		inFund
andPosition(s)	Length		Complex**
Held with	of Time	Principal Occupations During the Past	Overseen	Other Directorships
Registrant	Served	Five Years andOther Affiliations	by Trustee	Held by Trustee
Independent Trustees:
Daniel L. Black+	Since 2005	Managing Partner, the Wicks Group of Cos., LLC	3	Director, Bendon Publishing
Year of birth: 1960		(2003-present).Formerly, Managing Director and		International (2012-present).
Trustee		Co-head of the Merchant BankingGroup at BNY		Director of Antenna International,
		Capital Markets, a division of BNY Mellon		Inc. (2010-present). Director of
		(1998-2003).		Bonded Services, Ltd. (2011-
				present). Director of Penn
				FosterEducation Group, Inc.
				(2007-2009).
Randall C. Barnes++	Since 2005	Private Investor (2001-Present). Formerly, Senior	52	None.
Year of birth: 1951		Vice President andTreasurer, PepsiCo, Inc.
Trustee		(1993-1997), President, Pizza Hut International
		(1991-1993) and Senior Vice President, Strategic
		Planning and NewBusiness Development of
		PepsiCo, Inc. (1987-1990).
Derek Medina+	Since 2004	Senior Vice President, Business Affairs at ABC	3	Director, Young Scholar’s Institute
Year of birth: 1966		News (2008-present).Vice President, Business		(2005-present); Director, Oliver
		Affairs and News Planning at ABC News(2003-		Scholars (2011-present).
Trustee		2008). Formerly, Executive Director, Office of
		the President atABC News (2000-2003). Former
		Associate at Cleary Gottlieb Steen &Hamilton
		(law firm) (1995-1998). Former associate in
		CorporateFinance at J.P. Morgan/Morgan
		Guaranty (1988-1990).
Ronald A. Nyberg++	Since 2004	Partner of Nyberg & Cassioppi, LLC, a law firm	54	None.
Year of birth: 1953		specializing incorporate law, estate planning and
Trustee		business transactions (2000-present).Formerly,
		Executive Vice President, General Counsel and
		CorporateSecretary of Van Kampen
		Investments (1982-1999).
Gerald L.	Since 2004	Chief Executive Officer of Seizert Capital Partners,	3	Director, Beaumont Hospital
Seizert, CFA, CIC+		LLC, where he directsthe equity disciplines of the		(2012-present).
Year of birth: 1952		firm and serves as a manager of the firm’s hedge
Trustee		fund, Prosper Long Short (2000-present). Formerly,
		Co-Chief Executive(1998-1999) and a Managing
		Partner and Chief Investment Officer-Equitiesof
		Munder Capital Management, LLC (1995-1999).
		Former Vice Presidentand Portfolio Manager of
		Loomis, Sayles & Co., L.P. (asset manager)
		(1984-1995).Former Vice President and Portfolio
		Manager at First of America Bank (1978-1984).
Michael A. Smart+	Since 2004	Managing Partner, Cordova, Smart and Williams,	3	Chairman, Board of Directors,
Year of birth: 1960		LLC (2003-Present). Formerly,Principal Advisor,		Berkshire Blanket, Inc. (2006-
Trustee		First Atlantic Capital Ltd., (2001-2004). Formerly,		present); President and
		a ManagingDirector in Investment Banking-The		Chairman,Board of Directors,
		Private Equity Group (1995-2001) and aVice		SqwincherHoldings (2006-
		President in Investment Banking-Corporate		present); Board ofDirectors,
		Finance (1992-1995) atMerrill Lynch & Co.		Sprint IndustrialHoldings
		Founding Partner of The Carpediem Group,		(2007-present); ViceChairman,
		a privateplacement firm (1991-1992). Former		Board of Directors,Companies
		Associate at Dillon, Read and Co.(investment		(“NAIC”) (2010-present).
		bank) (1988-1990).
32 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

SUPPLEMENTAL INFORMATION (Unaudited) continued October 31, 2013

			Number
Name, Address,	Term of		of Funds
Yearof Birth	Office*		inFund	Other
and Position(s)	and Length		Complex**	Directorships
Held with	of Time	Principal Occupations During the Past	Overseen	Held by
Registrant	Served	Five Years andOther Affiliations	by Trustee	Trustee
Interested Trustees:
Tracy V. Maitland+ø	Since 2004	President of Advent Capital Management, LLC, which he founded	3	None.
Year of birth: 1960		in June 2001. Prior to June 2001, President of Advent Capital
Trustee, Chairman,		Management, a division of Utendahl Capital.
President and Chief
Executive Officer

+	Address for all Trustees noted: 1271 Avenue of the Americas, 45th Floor, New York, NY 10020
++	Address for all Trustees noted: 2455 Corporate West Drive, Lisle, IL 60532
*	After a Trustee’s initial term, each Trustee is expected to serve a three-year term concurrent with the class of Trustees for which he serves:
	—Messrs. Smart and Black, as Class I Trustees, are expected to stand for re-election at the Fund’s 2014 annual meeting of shareholders.
	—Messrs. Maitland and Nyberg, as Class II Trustees, are expected to stand for re-election at the Fund’s 2015 annual meeting of shareholders.
	—Messrs. Seizert, Medina and Barnes, as Class III Trustees, are expected to stand for re-election at the Fund’s 2016 annual meeting of shareholders.
**	The Guggenheim Investments Fund Complex consists of U.S. registered investment companies advised or serviced by Guggenheim Funds Investment Advisors, LLC and/or Guggenheim
	Funds Distributors, LLC, and/or affiliates of such entities. The Guggenheim Investments Fund Complex is overseen by multiple Boards of Trustees.
ø	Mr. Maitland is an “interested person” (as defined in section 2(a)(19) of the 1940 Act) of the Fund because of his position as an officer of Advent Capital Management, LLC, the Fund’s
	Investment Manager.

Principal Officers

The Principal Officers of the Advent/Claymore Enhanced Growth & Income Fund who are not trustees, and their principal occupations during the past five years:

Name, Address*, Year	Term of Office**
of Birth and Position(s)	and Length of	Principal Occupations During the Past
Held with Registrant	Time Served	Five Years andOther Affiliations
Officers:
Robert White	Since 2005	Chief Financial Officer, Advent Capital Management, LLC (2005-present). Previously, Vice President, Client Service
Year of birth: 1965		Manager, Goldman Sachs Prime Brokerage (1997-2005).
Treasurer and
Chief Financial Officer
Edward C. Delk	Since 2012	General Counsel and Chief Compliance Officer, Advent Capital Management, LLC (2012-present). Formerly, Assistant
Year of birth: 1968		General Counsel and Chief Compliance Officer, Insight Venture Management, LLC (2009-2012). Associate General
Secretary and		Counsel, TIAA-CREF (2008-2009). Principal, Legal Department, The Vanguard Group, Inc. (2000-2008).
Chief Compliance Officer
Douglas Teresko	Since 2013	Managing Director and Co-Portfolio Manager, Advent Capital Management, LLC (2011-present). Formerly, Portfolio
Year of Birth: 1971		Manager of Credit Suisse (2005-2011); Portfolio Manager of DKR Capital (2003-2005); Portfolio Manager, GDO Capital
Vice President and		2001-2003); Portfolio Manager of Citadel Investment Group (1999-2001).
Assistant Secretary

*	Address for all Officers: 1271 Avenue of the Americas, 45th Floor, New York, NY 10020.
**	Officers serve at the pleasure of the Board of Trustees and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 33

DIVIDEND REINVESTMENT PLAN (Unaudited) October 31, 2013

Unless the registered owner of common shares elects to receive cash by contacting Computershare Shareowner Services LLC, (the “Plan Administrator”), all dividends declared on common shares of the Fund will be automatically reinvested by the Plan Administrator for shareholders in the Fund’s Dividend Reinvestment Plan (the “Plan”), in additional common shares of the Fund. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may reinvest that cash in additional common shares of the Fund for you. If you wish for all dividends declared on your common shares of the Fund to be automatically reinvested pursuant to the Plan, please contact your broker.

The Plan Administrator will open an account for each common shareholder under the Plan in the same name in which such common shareholder’s common shares are registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in common shares. The common shares will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding common shares on the open market (“Open-Market Purchases”) on the New York Stock Exchange or elsewhere. If, on the payment date for any Dividend, the closing market price plus estimated brokerage commission per common share is equal to or greater than the net asset value per common share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value per common share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per common share on the payment date. If, on the payment date for any Dividend, the net asset value per common share is greater than the closing market value plus estimated brokerage commission, the Plan Administrator will invest the Dividend amount in common shares acquired on behalf of the participants in Open-Market Purchases.

If, before the Plan Administrator has completed its Open-Market Purchases, the market price per common share exceeds the net asset value per common share, the average per common share purchase price paid by the Plan Administrator may exceed the net asset value of the common shares, resulting in the acquisition of fewer common shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at net asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then current market price per common share; the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.

The Plan Administrator maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instruction of the participants.

There will be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commission incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such Dividends.

The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

All correspondence or questions concerning the Plan should be directed to the Plan Administrator, Computershare Shareowner Services, LLC, Attention: Stock Transfer Department, P.O. Box 30170, College Station, TX 77842-3170; Phone Number: (866) 488-3559.

34 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

CONSIDERATIONS REGARDING ANNUAL REVIEW OF THE INVESTMENT ADVISORY
AND INVESTMENT MANAGEMENT AGREEMENTS (Unaudited)	October 31, 2013

Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”) contemplates that the Board of Trustees (the “Board”) of Advent/Claymore Enhanced Growth & Income Fund (the “Fund”), including a majority of the Trustees who have no direct or indirect interest in the investment management agreement or investment advisory agreement and are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Trustees”), is required to annually review and re-approve the terms of the Fund’s existing investment management agreement and the investment advisory agreement and approve any newly proposed terms therein. In this regard, the Board reviewed and re-approved, during the most recent six month period covered by this report, the investment management agreement (the “Investment Management Agreement”) with Advent Capital Management, LLC (“Advent”) and the investment advisory agreement (the “Advisory Agreement”) with Guggenheim Funds Investment Advisors, LLC (“GFIA”), for the Fund.

More specifically, at a meeting held on June 20, 2013, the Board, including the Independent Trustees advised by their independent legal counsel, considered the factors and reached the conclusions described below relating to the re-approval of the Investment Management Agreement and the Advisory Agreement.

Nature, Extent and Quality of Services

The Independent Trustees received and considered various data and information regarding the nature, extent and quality of services provided to the Fund by Advent under the Investment Management Agreement and by GFIA under the Investment Advisory Agreement. The Independent Trustees reviewed and analyzed the responses of Advent and GFIA to a detailed series of requests submitted by the Independent Trustees’ independent legal counsel on behalf of such Trustees which included, among other things, information about the background and experience of the senior management, and the expertise of and amount of attention devoted to the Fund by personnel of Advent and GFIA. In this regard, the Independent Trustees specifically reviewed the qualifications, background and responsibilities of the persons primarily responsible for day-to-day portfolio management services for the Fund.

The Independent Trustees evaluated the ability of Advent and GFIA, including their resources, reputation, and other attributes, to attract and retain highly qualified investment professionals, including research, advisory and supervisory personnel. Accordingly, the Independent Trustees considered information regarding the compensation structures for the personnel of Advent and GFIA involved in providing services to the Fund.

The Independent Trustees also considered the commitment of Advent and GFIA to the Fund and the hiring of senior level persons whose activities would relate, in part, to the Fund. The Independent Trustees discussed the changes in portfolio managers at Advent responsible for portfolio management for the Fund, and in other personnel at both Advent and GFIA.

The Board noted the services provided by GFIA, as distinct from those provided by Advent. They noted GFIA’s oversight and supervision of the services of Advent as investment manager including the general monitoring of performance of Advent, including (i) providing comparative analysis of investment performance to benchmarks and/or peer groups, (ii) conducting periodic interviews/discussion with portfolio managers regarding the Fund, and (iii) conducting periodic reviews of the investment manager. The Board was also aware that GFIA assists in the implementation and oversight of the Fund compliance program, which is administered by the Fund’s chief compliance officer, including (i) providing an on-going review of results of compliance tests, such as prospectus limitations and requirements, and regulated investment company qualification requirements, (ii) monitoring code of ethics compliance, and (iii) reviewing the trading process and related issues.

The Independent Trustees noted the favorable regulatory history of Advent and GFIA although they were aware of a Securities and Exchange Commission (“SEC”) settlement related to a closed-end fund advised by GFIA and issues raised in an SEC inquiry launched in January 2012 of GFIA’s security valuation practices.

Based on the above factors, together with those referenced below, the Independent Trustees concluded that they were satisfied with the nature, extent and quality of the investment management services provided to the Fund by Advent and the investment advisory services provided to the Fund by GFIA.

Fund Performance and Expenses

The Independent Trustees considered the performance results for the Fund on a market price and net asset value basis over various time periods. They also considered these results in comparison to the performance results of one group of other closed-end funds that were determined to be similar to the Fund in terms of investment strategy (the “Peer Group”). They recognized that the number of other funds in the Peer Group was small and that for a variety of reasons, Peer Group comparisons may have limited usefulness. The Board also was aware that the performance benchmarks may not be useful comparisons due to the fact that the convertible securities in the benchmarks include convertibles with characteristics unlike those purchased for the Fund.

The Fund had outperformed its peer average for the one-year period (based on net asset value), but had underperformed it over the three-, five-, and since-inception periods. The Fund underperformed its index (60% Merrill Lynch Global 300 Convertible Index / 20% CBOE BuyWrite OTM 20% Index / 20% Merrill Lynch U.S. High Yield Master II) for the one-, three-, five-, and since-inception periods ended February 28, 2013 (based on net asset value). In addition, the Fund outperformed its peer average and index for the two months ended April 30, 2013.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 35

CONSIDERATIONS REGARDING ANNUAL REVIEW OF THE INVESTMENT ADVISORY
AND INVESTMENT MANAGEMENT AGREEMENTS (Unaudited) continued	October 31, 2013

The Board noted that until 2012, the Fund had maintained an investment policy requiring that 50% of all positions in the Fund have covered calls written against them, which, during the bull market following the 2008 crisis, limited the upside potential of the Fund’s covered positions, dampening investment returns. The Board was advised this contrasted with the Fund’s peers, which allowed them to participate in market gains from 2008 to 2012.

The Board concluded that the Fund was being managed consistent with its mandate. The Independent Trustees considered the steps management has continued to take to address the Fund’s underperformance which include enhancements to risk management, implementation of investment guideline changes, and changes to the portfolio management team, and will continue to monitor performance on an on-going basis. The Board also reviewed information about the discount at which the Fund’s shares have traded as compared with its peers.

The Independent Trustees received and considered statistical information regarding the Fund’s total expense ratio (based on net assets applicable to common shares) and its various components. They also considered comparisons of these expenses to the expense information for the Fund’s Peer Group. The Independent Trustees recognized that the expense ratio of the Fund (expressed as a percentage of net assets attributable to common shares) was higher than expense ratios of certain Peer Group funds because of the Fund’s leverage, and because certain funds in the Peer Group had no leverage or lower leverage and therefore reported lower expense ratios and because of the small size of the Fund and the overall complex in relation to peers. The Independent Trustees also noted that expense ratio comparison with the Peer Group was difficult, because the items included in other funds’ definitions of expenses may differ from those used for the Fund. The Independent Trustees considered that the Fund benefited from the use of leverage despite the costs.

Based on the above-referenced considerations and other factors, the Independent Trustees concluded that the overall performance results and expense comparison supported the re-approval of the Investment Management Agreement and the Investment Advisory Agreement of the Fund.

Investment Management and Advisory Fee Rates

The Independent Trustees reviewed and considered the contractual investment management and investment advisory fee rates for the Fund (collectively, the “Management Agreement Rates”) payable by the Fund to Advent and to GFIA for investment management and investment advisory services, respectively. Additionally, the Independent Trustees received and considered information comparing the Management Agreement Rates (on a stand-alone basis exclusive of service fee/administrative fee rates) with those of the other funds in the Peer Group. The Independent Trustees concluded that the fees were fair and equitable based on relevant factors, including the Fund’s performance results and total expenses relative to its Peer Group.

Profitability

The Independent Trustees received and considered an estimated profitability analysis of Advent and GFIA based on the Management Agreement Rates. The Independent Trustees concluded that, in light of the costs of providing investment advisory services, investment management services, and other services to the Fund, the profits and other ancillary benefits that Advent and GFIA received with regard to providing these services to the Fund were not unreasonable.

Economies of Scale

The Independent Trustees received and considered information regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Independent Trustees concluded that the opportunity to benefit from economies of scale was diminished in the context of closed-end funds.

Information about Services to Other Clients

The Independent Trustees also received and considered information about the nature, extent and quality of services and fee rates offered by Advent and GFIA to their other clients. In particular, Advent explained that its hedge fund clients pay higher fees than the Fund. Advent also confirmed that the Fund differs from certain other accounts advised by Advent in that the Fund is more complex to manage, requires greater resources from Advent, and differs in terms of investment strategy and use of leverage. The Independent Trustees also noted the differing services provided to the Fund in relation to those typically provided to hedge funds and separate accounts. Advent also noted that certain pension funds enjoyed discounts on fees, as disclosed in Advent’s Form ADV. In addition, GFIA noted that it may charge different fees to other clients, which are a result of different types and levels of services provided.

Conclusion

After considering the above-described factors and based on their deliberations and evaluation of the information provided to them, the Board, including the Independent Trustees advised by their independent legal counsel, at a meeting held on June 20, 2013, determined that the re-approval of the Investment Management Agreement and the Advisory Agreement for an additional one-year period was in the best interest of the Fund and its shareholders.

36 l LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT

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FUND INFORMATION October 31, 2013

Board of Trustees	Officers	Investment Manager	Transfer Agent
Randall C. Barnes	Tracy V. Maitland	Advent Capital	Computershare Shareowner
	President and Chief	Management, LLC	Services, LLC
Daniel L. Black	Executive Officer	New York, New York	Jersey City, New Jersey
Tracy V. Maitland*	Robert White	Investment Adviser	Legal Counsel
Chairman	Treasurer and Chief	Guggenheim Funds	Skadden, Arps, Slate,
	Financial Officer	Investment Advisors, LLC	Meagher & Flom LLP
Derek Medina		Lisle, Illinois	New York, New York
	Edward C. Delk
Ronald A. Nyberg	Secretary and Chief	Administrator	Independent Registered
	Compliance Officer	Rydex Fund Services, LLC	Public Accounting Firm
Gerald L. Seizert		Rockville, Maryland	PricewaterhouseCoopers LLP
	Douglas Teresko		New York, New York
Michael A. Smart	Vice President and	Accounting Agent and Custodian
	Assistant Secretary	The Bank of New York Mellon
* Trustee is an "interested		New York, New York
person" of the Fund as defined
in the Investment Company
Act of 1940, as amended.

Portfolio Managers

The portfolio managers of the Fund are Tracy Maitland (Chief Investment Officer of Advent),Paul Latronica (Managing Director of Advent), Hart Woodson (Managing Director of Advent) and Douglas Teresko (Managing Director of Advent).

Privacy Principles of the Fund

The Fund is committed to maintaining the privacy of its shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share information with select other parties.

Generally, the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).

The Fund restricts access to non-public personal information about its shareholders to employees of the Fund’s investment adviser and its affiliates with a legitimate business need for the information. The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public personal information of its shareholders.

Questions concerning your shares of Advent/Claymore Enhanced Growth & Income Fund?

·   If your shares are held in a Brokerage Account, contact your Broker.

·   If you have physical possession of your shares in certificate form, contact the Fund’s Transfer Agent:

Computershare Shareowner Services LLC, P.O. Box 30170 College Station, TX 77842-3170; (866) 488-3559.

This report is sent to shareholders of Advent/Claymore Enhanced Growth and Income Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.

A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (866) 274-2227. Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling the Fund at (866) 274-2227 or by accessing the Fund’s Form N-PX on the U.S. Securities & Exchange Commission’s (“SEC”) website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC website at www.sec.gov or guggenheiminvestments.com/lcm. The Fund’s Form N-Q may also be viewed and copied at the SEC’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330 or at www.sec.gov.

Notice to Shareholders

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may purchase at market prices from time to time shares of its common stock in the open market.

LCM l ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND ANNUAL REPORT l 39

ABOUT THE FUND MANAGER

Advent Capital Management, LLC

Advent Capital Management, LLC (“Advent”) is a registered investment adviser, based in New York, which specializes in convertible and high-yield securities for institutional and individual investors. The firm was established by Tracy V. Maitland, a former Director in the Convertible Securities sales and trading division of Merrill Lynch. Advent’s investment discipline emphasizes capital structure research, encompassing equity fundamentals as well as credit research, with a focus on cash flow and asset values while seeking to maximize total return.

Investment Philosophy

Advent believes that superior returns can be achieved while reducing risk by investing in a diversified portfolio of global equity, convertible and high-yield securities. The Fund Manager seeks securities with attractive risk/reward characteristics. Advent employs a bottom-up security selection process across all of the strategies it manages. Securities are chosen from those that the Fund Manager believes have stable-to-improving fundamentals and attractive valuations.

Investment Process

Advent manages securities by using a strict four-step process:

1	Screen the convertible and high-yield markets for securities with attractive risk/reward characteristics and favorable cash flows;
2	Analyze the quality of issues to help manage downside risk;
3	Analyze fundamentals to identify catalysts for favorable performance; and
4	Continually monitor the portfolio for improving or deteriorating trends in the financials of each investment.

Advent Capital Management, LLC	Guggenheim Funds Distributors, LLC
1271 Avenue of the Americas, 45th Floor	2455 Corporate West Drive
New York, New York 10020	Lisle, IL 60532
	Member FINRA/SIPC
	(12/13)
		CEF - LCM - AR - 1013
NOT FDIC-INSURED l NOT BANK-GUARANTEED l MAY LOSE VALUE

Item 2.  Code of Ethics.

(a)           The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the "Code of Ethics").

(b)           No information need be disclosed pursuant to this paragraph.

(c)           The registrant has not amended its Code of Ethics during the period covered by the report presented in Item 1 hereto.

(d)           The registrant has not granted a waiver or an implicit waiver to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions from a provision of its Code of Ethics during the period covered by this report.

(e)           Not applicable.

(f)         (1) The registrant's Code of Ethics is attached hereto as an exhibit.

               (2)  Not applicable.

               (3)  Not applicable.

Item 3.  Audit Committee Financial Expert.

The registrant's Board of Trustees has determined that it has six audit committee financial experts serving on its audit committee (the “Audit Committee”), each of whom is an "independent" Trustee, as defined in Item 3 of Form N-CSR:  Randall C. Barnes, Daniel L. Black, Derek Medina, Ronald A. Nyberg, Gerald L. Seizert and Michael A. Smart.

Mr. Barnes qualifies as an audit committee financial expert by virtue of his experience obtained as a former Senior Vice President, Treasurer of PepsiCo, Inc.

Mr. Black qualifies as an audit committee financial expert by virtue of his experience obtained as a partner of a private equity firm, which includes review and analysis of audited and unaudited financial statements using generally accepted accounting principles (“GAAP”) to show accounting estimates, accruals and reserves.

Mr. Medina qualifies as an audit committee financial expert by virtue of his experience obtained as a Senior Vice President, Business Affairs of ABC News and as a former associate in Corporate Finance at J.P. Morgan/Morgan Guaranty, which includes review and analysis of audited and unaudited financial statements using GAAP to show accounting estimates, accruals and reserves.

Mr. Nyberg qualifies as an audit committee financial expert by virtue of his experience obtained as a former Executive Vice President, General Counsel and Secretary of Van Kampen Investments, which included review and analysis of offering documents and audited and unaudited financial statements using GAAP to show accounting estimates, accruals and reserves.

Mr. Seizert qualifies as an audit committee financial expert by virtue of his experience obtained as the chief executive officer and portfolio manager of an asset management company, which includes review and analysis of audited and unaudited financial statements using GAAP to show accounting estimates, accruals and reserves.

Mr. Smart qualifies as an audit committee financial expert by virtue of his experience obtained as a managing partner of a private equity firm and a former Vice President at Merrill Lynch & Co, which includes review and analysis of audited and unaudited financial statements using GAAP to show accounting estimates, accruals and reserves.

(Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert.  The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the Audit Committee and Board of Trustees in the absence of such designation or identification.  The designation or identification of a person as an audit committee financial expert pursuant to this

Item does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Trustees.)

Item 4.  Principal Accountant Fees and Services.

(a)              Audit Fees:the aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $80,000 and $80,000 for the fiscal years ended October 31, 2013, and October 31, 2012, respectively.

(b)              Audit-Related Fees: the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph 4(a) of this Item, were $0 and $0 for the fiscal years ended October 31, 2013, and October 31, 2012, respectively.

The registrant's principal accountant did not bill fees for non-audit services that required approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years.

(c)              Tax Fees: the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, including federal, state and local income tax return preparation and related advice and determination of taxable income and miscellaneous tax advice were $14,950 and $14,950 for the fiscal years ended October 31, 2013, and October 31, 2012, respectively.

The registrant's principal accountant did not bill fees for tax services that required approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years.

 (d)             All Other Fees: the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs 4(a) through 4(c) of this Item were $0 and $0 for the fiscal years ended October 31, 2013, and October 31, 2012, respectively.

The registrant's principal accountant did not bill fees for non-audit services that required approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years.

 (e)  Audit Committee Pre-Approval Policies and Procedures:

(1) In accordance with Rule 2-01(c)(7) of Regulation S-X, the Audit Committee pre-approves all of the Audit and Tax  Fees of the registrant.  All of the services described in paragraphs 4(b) through 4(d) above were approved by the Audit Committee in accordance with paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Audit Committee has adopted written policies relating to the pre-approval of the audit and non-audit services performed by the registrant’s independent auditors. Unless a type of service to be provided by the independent auditors has received general pre-approval, it requires specific pre-approval by the Audit Committee. Under the policies, on an annual basis, the Audit Committee reviews and pre-approves the services to be provided by the independent auditors without having to obtain specific pre-approval from the Audit Committee. The Audit Committee has delegated pre-approval authority to the Audit Committee Chairperson. In addition, the Audit Committee pre-approves any permitted non-audit services to be provided by the independent auditors to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser if such services relate directly to the operations and financial reporting of the registrant.

AUDIT COMMITTEE PRE-APPROVAL POLICY

OF

ADVENT CLAYMORE ENHANCED GROWTH & INCOME FUND

Statement of Principles

The Audit Committee (the "Audit Committee") of the Board of Trustees (the "Board") of Advent Claymore Enhanced Growth & Income Fund (the “Trust,”) is required to pre-approve all Covered Services (as defined in the Audit Committee Charter) in order to assure that the provision of the Covered Services does not impair the auditors' independence.  Unless a type of service to be provided by the Independent Auditor (as defined in the Audit Committee Charter) is pre-approved in accordance with the terms of this Audit Committee Pre-Approval Policy (the "Policy"), it will require specific pre-approval by the Audit Committee or by any member of the Audit Committee to which pre-approval authority has been delegated.

This Policy and the appendices to this Policy describe the Audit, Audit-Related, Tax and All Other services that are Covered Services and that have been pre-approved under this Policy.  The appendices hereto sometimes are referred to herein as the "Service Pre-Approval Documents".  The term of any such pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.  At its June meeting of each calendar year, the Audit Committee will review and re-approve this Policy and approve or re-approve the Service Pre-Approval Documents for that year, together with any changes deemed necessary or desirable by the Audit Committee.  The Audit Committee may, from time to time, modify the nature of the services pre-approved, the aggregate level of fees pre-approved or both.  The Audit Committee hereby directs that each version of this Policy and the Service Pre-Approval Documents approved, re-approved or amended from time to time be maintained with the books and records of the Trust.

Delegation

In the intervals between the scheduled meetings of the Audit Committee, the Audit Committee delegates pre-approval authority under this Policy to the Chairman of the Audit Committee (the "Chairman").  The Chairman shall report any pre-approval decisions under this Policy to the Audit Committee at its next scheduled meeting. At each scheduled meeting, the Audit Committee will review with the Independent Auditor the Covered Services pre-approved by the Chairman pursuant to delegated authority, if any, and the fees related thereto.  Based on these reviews, the Audit Committee can modify, at its discretion, the pre-approval originally granted by the Chairman pursuant to delegated authority.  This modification can be to the nature of services pre-approved, the aggregate level of fees approved, or both.  The Audit Committee expects pre-approval of Covered Services by the Chairman pursuant to this delegated authority to be the exception rather than the rule and may modify or withdraw this delegated authority at any time the Audit Committee determines that it is appropriate to do so.

Pre-Approved Fee Levels

Fee levels for all Covered Services to be provided by the Independent Auditor and pre-approved under this Policy will be established annually by the Audit Committee and set forth in the Service Pre-Approval Documents.  Any increase in pre-approved fee levels will require specific pre-approval by the Audit Committee (or the Chairman pursuant to delegated authority).

Audit Services

The terms and fees of the annual Audit services engagement for the Trust are subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions or fees resulting from changes in audit scope, Trust structure or other matters.

In addition to the annual Audit services engagement specifically approved by the Audit Committee, any other Audit services for the Trust not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

Audit-Related Services

Audit-Related services are assurance and related services that are not required for the audit, but are reasonably related to the performance of the audit or review of the financial statements of the Trust and, to the extent they are Covered Services, the other Covered Entities (as defined in the Audit Committee Charter) or that are traditionally performed by the Independent Auditor.  Audit-Related services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

Tax Services

The Audit Committee believes that the Independent Auditor can provide Tax services to the Covered Entities such as tax compliance, tax planning and tax advice without impairing the auditor's independence.  However, the Audit Committee will not permit the retention of the Independent Auditor in connection with a transaction initially recommended by the Independent Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations.  Tax services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

All Other Services

All Other services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

Procedures

Requests or applications to provide Covered Services that require approval by the Audit Committee (or the Chairman pursuant to delegated authority) must be submitted to the Audit Committee or the Chairman, as the case may be, by both the Independent Auditor and the Chief Financial Officer of the respective Covered Entity, and must include a joint statement as to whether, in their view, (a) the request or application is consistent with the SEC's rules on auditor

independence and (b) the requested service is or is not a non-audit service prohibited by the SEC.  A request or application submitted to the Chairman between scheduled meetings of the Audit Committee should include a discussion as to why approval is being sought prior to the next regularly scheduled meeting of the Audit Committee.

(2)   None of the services described in each of Items 4(b) through (d) were approved by the Audit Committee pursuant to paragraph (c)(7)(C) of Rule 2-01 of Regulation S-X.   The registrant's principal accountant did not bill fees for non-audit services that required approval by the Audit Committee pursuant to paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years.

(f)            Not applicable.

(g)           The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, the registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted with or overseen by another investment adviser) and/or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that directly related to the operations and financial reporting of the registrant were $185,299 and $183,208 for the fiscal years ended October 31, 2013, and October 31, 2012, respectively.

(h)           Not applicable.

Item 5.  Audit Committee of Listed Registrants.

(a)           The Audit Committee was established as a separately designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.  The audit committee of the registrant is composed of:  Randall C. Barnes, Daniel L. Black, Randall C. Barnes, Derek M. Medina, Ronald A. Nyberg, Gerald L. Seizert and Michael A. Smart.

(b)           Not applicable.

Item 6.  Schedule of Investments.

The Schedule of Investments is included as part of Item 1.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The registrant has delegated the voting of proxies relating to its voting securities to its investment manager, Advent Capital Management, LLC (the "Manager").  The Manager’s Proxy Voting Policies and Procedures are included as an exhibit hereto.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

a) (1) Tracy Maitland, Paul Latronica and Doug Teresko (the “Portfolio Managers”) are primarily responsible for the day-to-day management of the registrant’s portfolio.  The following provides information regarding the Portfolio Managers as of October 31, 2013:

Name	Since	Professional Experience
Tracy Maitland	2003 (Inception)	Chief Executive Officer and Founder at Advent Capital Management, LLC.
Paul Latronica	2011	Portfolio Manager at Advent Capital Management, LLC.  He has been associated with Advent Capital Management for more than fifteen years.
Doug Teresko	2013	Portfolio Manager at Advent Capital Management, LLC since October 2011. He was previously Head of Relative Value Equity Trading at Credit Suisse from 2005–2011.

(a) (2) (i-iii) Other accounts managed. The following summarizes information regarding each of the other accounts managed by them as of October 31, 2013:

Tracy Maitland

Type of Account	Number of Accounts	Total Assets in the Accounts	Number of Accounts In Which the Advisory Fee is Based on Performance	Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
Registered investment companies	2	$1,164,281,115.59	0	0
Other pooled investment vehicles	1	$12,988,676.21	0	0
Other accounts	60	$4,416,453,535.06	1	$        418,509,451.09

Paul Latronica

Type of Account	Number of Accounts	Total Assets in the Accounts	Number of Accounts In Which the Advisory Fee is Based on Performance	Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
Registered investment companies	2	$1,164,281,115.59	0	0
Other pooled investment vehicles	5	$716,311,623.37	0	0
Other accounts	20	$2,216,677,588.32	0	0

Doug Teresko

Type of Account	Number of Accounts	Total Assets in the Accounts	Number of Accounts In Which the Advisory Fee is Based on Performance	Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
Registered investment companies	0	$0	0	0
Other pooled investment vehicles	0	$0	0	0
Other accounts	286	$242,123,989.00	0	0

(a) (2) (iv) Conflicts of Interest. If another account of the Portfolio Managers has investment objectives and policies that are similar to those of the registrant, the Portfolio Managers will allocate orders pro-rata among the registrant and such other accounts, or, if the Portfolio Managers deviate from this policy, the Portfolio Managers will allocate orders such that all accounts (including the registrant) receive fair and equitable treatment.

(a) (3) Compensation Structure.  The salaries of the Portfolio Managers are fixed at an industry-appropriate amount and generally reviewed annually. In addition, a discretionary bonus may be awarded to the Portfolio Managers, if appropriate.  Bonuses are generally considered on an annual basis and based upon a variety of factors, including, but not limited to, the overall success of the firm, an individual's responsibility and his/her performance versus expectations. The bonus is determined by senior management at Advent Capital Management, LLC.  Compensation is based on the entire employment relationship and not based solely on the performance of the registrant or any other single account or type of account.  In addition, all Advent Capital Management, LLC employees are also eligible to participate in a 401(k) plan.

(a) (4)   Securities ownership. The following table discloses the dollar range of equity securities of the registrant beneficially owned by the Portfolio Managers as of October 31, 2013:

Name of Portfolio Manager	Dollar Range of Equity Securities in Fund
Tracy Maitland	$100,001 - $500,000
Paul Latronica	$5,001- $50,000
Doug Teresko	$100,001 - $500,000

(b) Not applicable.

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

None.

Item 10.  Submission of Matters to a Vote of Security Holders.

The registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

Item 11.  Controls and Procedures.

(a)      The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) as of a date within 90 days of this filing and have concluded based on such evaluation, as required by Rule 30a-3(b) under the Investment Company Act, that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)      There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.

(a)  (1)        Code of Ethics for Chief Executive and Senior Financial Officers.

(a) (2)         Certifications of principal executive officer and principal financial officer pursuant to Rule 30a-2(a) under the Investment Company Act.

(a)(3)          Not applicable.

(b)                Certification of principal executive officer and principal financial officer pursuant to Rule 30a-2(b) under the Investment Company Act and Section 906 of the Sarbanes-Oxley Act of 2002.

(c)               Proxy Voting Policies and Procedures.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Advent/Claymore Enhanced Growth & Income Fund

By:          /s/ Tracy V. Maitland                     

Name:     Tracy V. Maitland

Title:       President and Chief Executive Officer

Date:       January 8, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:          /s/ Tracy V. Maitland            

Name:     Tracy V. Maitland

Title:       President and Chief Executive Officer

Date:       January 8, 2014

By:           /s/ Robert White                  

Name:     Robert White

Title:       Treasurer and Chief Financial Officer

Date:       January 8, 2014

EX-99.CODE ETH

EXHIBIT (a)(1)

CODE OF ETHICS

FOR

CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

OF THE

ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND
 

AS ADOPTED BY THE BOARD OF TRUSTEES

MARCH 30, 2004

The Advent/Claymore Enhanced Growth & Income Fund (the “Fund”) is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure -- financial and otherwise -- in compliance with applicable law.  This Code of Ethics, applicable to the Fund’s Chief Executive Officer, President, Chief Financial Officer and Treasurer (or persons performing similar functions) (together, “Senior Officers”), sets forth policies to guide you in the performance of your duties.

As a Senior Officer, you must comply with applicable law.  You also have a responsibility to conduct yourself in an honest and ethical manner.  You have leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance, maintaining a work environment that encourages the internal reporting of compliance concerns and promptly addressing compliance concerns.

This Code of Ethics recognizes that the Senior Officers are subject to certain conflicts of interest inherent in the operation of investment companies, because the Senior Officers currently or may in the future serve as Senior Officers of the Fund, as officers or employees of the Fund’s investment advisor (the “Advisor”) and investment manager (the “Investment Manager”) and as officers or trustees of other registered investment companies and unregistered investment funds advised by the Advisor or the Investment Manager.  This Code of Ethics also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, the Fund or the Advisor govern your conduct in connection with many of the conflict of interest situations that arise in connection with the operations of the Fund, including:

·   the Investment Company Act of 1940, and the rules and regulation promulgated thereunder by the Securities and Exchange Commission (the “1940 Act”);

·   the Investment Advisers Act of 1940, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “Advisers Act”);

·   the Code of Ethics adopted by the Fund and the other Funds pursuant to Rule 17j-1(c) under the 1940 Act (collectively, the “Fund’s 1940 Act Code of Ethics”);

·   one or more codes of ethics adopted by the Advisor and the Investment Manager that have been reviewed and approved by those trustees (the “Trustees”) of the Fund that are not “interested persons” of the Fund (the “Independent Trustees”) within the meaning of the 1940 Act (the “Advisor’s 1940 Act Code of Ethics” and, together with the Fund’s 1940 Act Code of Ethics, the “1940 Act Codes of Ethics”);

·   the policies and procedures adopted by the Fund to address conflict of interest situations, such as procedures under Rule 10f-3 and Rule 17a-7 under the 1940 Act (collectively, the “Fund Policies”);

·   the Advisor’s general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Advisor Policies”); and

·   the Investment Manager’s general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Investment Manager Policies”); and

The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics, the Fund Policies, Advisor Policies and the Investment Manager Policies are referred to herein collectively as the “Additional Conflict Rules.”

This Code of Ethics is different from, and is intended to supplement, the Additional Conflict Rules.  Accordingly, a violation of the Additional Conflict Rules by a Senior Officer is hereby deemed not to be a violation of this Code of Ethics, unless and until the Board of Trustees of the Trust (the “Board”) shall determine that any such violation of the Additional Conflict Rules is also a violation of this Code of Ethics.

Senior Officers Should Act Honestly and Candidly

Each Senior Officer has a responsibility to the Fund to act with integrity.  Integrity requires, among other things, being honest and candid.  Deceit and subordination of principle are inconsistent with integrity.

Each Senior Officer must:

·   act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules;

·   comply with the laws, rules and regulations that govern the conduct of the Fund’s operations and report any suspected violations thereof in accordance with the section below entitled “Compliance With Code Of Ethics”; and

·   adhere to a high standard of business ethics.

Conflicts Of Interest

A conflict of interest for the purpose of this Code of Ethics occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Fund.

Senior Officers are expected to use objective and unbiased standards when making decisions that affect the Fund, keeping in mind that Senior Officers are subject to certain inherent conflicts of interest because Senior Officers of a Fund also are or may be officers of other Funds, the Advisor and other funds advised or serviced by the Advisor, and the Investment Manager and other funds advised or serviced by the Investment Manager (as a result of which it is incumbent upon you to be familiar with and to seek to comply with the Additional Conflict Rules).

You are required to conduct the business of the Fund in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal

and business relationships.  When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest with respect to the Fund where you are receiving a personal benefit, you should act in accordance with the letter and spirit of this Code of Ethics.

If you are in doubt as to the application or interpretation of this Code of Ethics to you as a Senior Officer of the Fund, you should make full disclosure of all relevant facts and circumstances to the general counsel of the Investment Manager (the “General Counsel”) and obtain the approval of the General Counsel prior to taking action.

Some conflict of interest situations that should always be approved by the General Counsel, if material, include the following:

·   the receipt of any entertainment or non-nominal gift by the Senior Officer, or a member of his or her family, from any company with which the Fund has current or prospective business dealings (other than the Advisor or the Investment Manager), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

·   any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than the Advisor or the Investment Manager; or

·   a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Senior Officer’s employment by the Advisor or the Investment Manager, such as compensation or equity ownership.

Disclosures

It is the policy of the Fund to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission or a national securities exchange and in all other public communications made by the Fund.  As a Senior Officer, you are required to promote compliance with this policy and to abide by the Fund’s standards, policies and procedures designed to promote compliance with this policy.

Each Senior Officer must:

·   familiarize himself or herself with the disclosure requirements applicable to the Fund as well as the business and financial operations of the Fund; and

·   not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, including to the Trustees, the Fund’s independent auditors, the Fund’s counsel, counsel to the Independent Trustees, governmental regulators or self-regulatory organizations.

Compliance With Code Of Ethics

If you know of or suspect a violation of this Code of Ethics or other laws, regulations, policies or procedures applicable to the Fund, you must report that information on a timely basis to the General Counsel or report it anonymously by following the “whistle blower” policies adopted by the Audit Committee of the Fund from time to time.  No one will be subject to retaliation because of a good faith report of a suspected violation.

The Fund will follow these procedures in investigating and enforcing this Code of Ethics, and in reporting on this Code of Ethics:

·   the General Counsel will take all appropriate action to investigate any actual or potential violations reported to him or her;

·   violations and potential violations will be reported to the Board after such investigation;

·   if the Board determines that a violation has occurred, it will take all appropriate disciplinary or preventive action; and

·   appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the Securities and Exchange Commission or other appropriate law enforcement authorities.

Waivers Of Code Of Ethics

Except as otherwise provided in this Code of Ethics, the General Counsel is responsible for applying this Code of Ethics to specific situations in which questions are presented to the General Counsel and has the authority to interpret this Code of Ethics in any particular situation.  The General Counsel shall take all action he or she considers appropriate to investigate any actual or potential violations reported under this Code of Ethics.

The General Counsel is authorized to consult, as appropriate, with counsel to the Fund, the Advisor or the Independent Trustees, and is encouraged to do so.

The Board is responsible for granting waivers of this Code of Ethics, as appropriate.  Any changes to or waivers of this Code of Ethics will, to the extent required, be disclosed on Form N-CSR, or otherwise, as provided by Securities and Exchange Commission rules.

Recordkeeping

The Fund will maintain and preserve for a period of not less than six (6) years from the date an action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Board:

·   that provided the basis for any amendment or waiver to this Code of Ethics; and

·   relating to any violation of this Code of Ethics and sanctions imposed for such violation, together with a written record of the approval or action taken by the Board.

Confidentiality

All reports and records prepared or maintained pursuant to this Code of Ethics shall be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than the Independent Trustees and their counsel, the Fund and its counsel, the Advisor and its counsel, the Investment Manager and its counsel, and any other advisors, consultants or counsel retained by the Trustees, the Independent Trustees or any committee of the Trustees.

Amendments

This Code of Ethics may not be amended except in written form, which is specifically approved by a majority vote of the Trustees, including a majority of the Independent Trustees.

No Rights Created

This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern each of the Senior Officers in the conduct of the Fund’s business.  It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.

EX-99.CERT

EXHIBIT (a)(2)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATIONS

I, Tracy V. Maitland, certify that:

1. I have reviewed this report on Form N-CSR of Advent/Claymore Enhanced Growth & Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 8, 2014

            /s/ Tracy V. Maitland           

Tracy V. Maitland

President and Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATIONS

I, Robert White, certify that:

1. I have reviewed this report on Form N-CSR of Advent/Claymore Enhanced Growth & Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 Date: January 8, 2014

             /s/ Robert White             

Robert White

Treasurer and Chief Financial Officer

EX-99.906 CERT

EXHIBIT (b)

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Report on Form N-CSR of Advent/Claymore Enhanced Growth & Income Fund (the “Company”) for the annual period ended October 31, 2013  (the “Report”), Tracy V. Maitland, as Chief Executive Officer of the Company, and Robert White, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)   the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 8, 2014

                      /s/ Tracy V. Maitland

Name:           Tracy V. Maitland

Title:             Chief Executive Officer

/s/ Robert White

Name:           Robert White

Title:            Chief Financial Officer

EX-99.(C)

EXHIBIT (C)

ADVENT CAPITAL MANAGEMENT, LLC

PROXY VOTING POLICY AND PROCEDURES

I.   POLICY STATEMENT

Introduction – Advent Capital Management, LLC (the "Advisor") is adopting these proxy voting policies and procedures (the "Policies and  Procedures") in order to comply with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended and its associated recordkeeping requirements.

The Policies and Procedures apply to those client accounts (i) that contain voting securities; and (ii) for which the Advisor has authority to vote client proxies.  The Policies and Procedures will be reviewed and, as necessary, updated periodically to address new or revised proxy voting issues.  Other, similar rights such as consent rights shall be evaluated on a case by case basis.

Pursuant to the Policies and Procedures and its fiduciary duties, the Advisor will vote client proxies as part of its authority to manage, acquire and dispose of account assets. When voting proxies for client accounts, the Advisor's primary objective is to make voting decisions solely in the best interests of clients and beneficiaries and participants of benefits plans for which we manage assets.  In fulfilling its obligations to clients, the Advisor will act in a manner deemed to be prudent and diligent and which is intended to enhance the economic value of the underlying securities held in client accounts. In certain situations, a client or its fiduciary may provide the Advisor with a statement of proxy voting policy.  In these situations, the Advisor seeks to comply with such policy to the extent it would not be inconsistent with applicable regulation or the fiduciary responsibility of the Advisor.

Duty to Vote Proxies – The Advisor acknowledges that it is part of its fiduciary duty to its clients to vote client proxies, except in cases in which the cost of doing so, in the opinion of the Advisor, would exceed the expected benefits to the client.  This may be particularly true in the case of non-U.S. securities.  While the proxy voting process is well established in the United States and other developed markets with a number of tools and services available to assist an investment manager, voting proxies of non-US companies located in certain jurisdictions, particularly emerging markets, may involve a number of logistical problems that may have a detrimental effect on the Advisor's ability to vote such proxies.  The logistical problems include, but are not limited to:  (i) proxy statements and ballots being written in a language other than English, (ii) untimely and/or inadequate notice of shareholder meetings, (iii) restrictions on the ability of holders outside the issuer's jurisdiction of organization to exercise votes, (iv) requirements to vote proxies in person, (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting, and (vi) requirements to provide local agents with power of attorney to facilitate the Advisor's voting instructions.  Accordingly, the Advisor may conduct a cost-benefit analysis in determining whether to attempt to vote its clients' shares at a non-US company's meeting, whereby if it is determined that the cost associated with the attempt to exercise its vote outweighs the benefit the Advisor believes its clients will derive by voting on the company's proposal, the Advisor may decide not to attempt to vote at the meeting.

Material Conflicts – The Advisor will vote its clients' proxies in the best interests of its clients and not its own.  In voting client proxies, the Advisor will avoid material conflicts of interests between the interests of the Advisor and its affiliates on the one hand and the interests of its clients on the other.  The Advisor recognizes that it may have a material conflict of interest in voting a client proxy where (i) it manages assets, administers employee benefit plans, or provides brokerage, underwriting or insurance to companies whose management is soliciting proxies; (ii) it manages money for an employee group that is the proponent of a proxy proposal; (iii) has a personal relationship with participants in a proxy solicitation or a director or candidate for director; or (iv) it otherwise has a personal interest in the outcome in a particular matter before shareholders.  Notwithstanding the above categories, the Advisor understands that the determination of whether a "material conflict" exists depends on all of the facts and circumstances of the particular situation. The Advisor acknowledges the existence of a relationship of the type discussed above, even in the absence of any active efforts to solicit the investment adviser with respect to a proxy vote, is sufficient for a material conflict to exist.

II.   GENERAL PROXY VOTING GUIDELINES

It is the policy of the Advisor in voting proxies to consider and vote each proposal with the objective of maximizing long-term investment returns for its clients.   To ensure consistency in voting proxies on behalf of its clients, the Advisor utilizes the proxy voting guidelines (the "Proxy Voting Guidelines") set forth below.  These guidelines address a broad range of issues, including board size and composition, executive compensation, anti-takeover proposals, capital structure proposals and social responsibility issues

A.   Management Proposals:

1.   The following management sponsored proposals are often voted in support of management.

x  o  o    For  Against  Case                            by                          Case	Selection or ratification of auditors
x  o  o    For  Against  Case                            by                          Case	Approval of financial statements, director and auditor reports
x  o  o    For  Against  Case                            by                          Case	Election of Directors
x  o  o    For  Against  Case                            by                          Case	Limiting Directors' liability and broadening indemnification of Directors

x  o  o    For  Against  Case                            by                          Case	Requirement that a certain percentage (up to 66 2/3%) of its Board's members be comprised of independent and unaffiliated Directors
x  o  o    For  Against  Case                            by                          Case	Requirement that members of the company's compensation, nominating and audit committees be comprised of independent or unaffiliated Directors
x  o  o    For  Against  Case                            by                          Case	Recommendations to set retirement ages or require specific levels of stock ownership by Directors
x  o  o    For  Against  Case                            by                          Case	General updating/corrective amendments to the charter
x  o  o    For  Against  Case                            by                          Case	Elimination of cumulative voting
x  o  o    For  Against  Case                            by                          Case	Elimination of preemptive rights
x  o  o    For  Against  Case                            by                          Case	Provisions for confidential voting and independent tabulation of voting results
x  o  o    For  Against  Case                            by                          Case	Proposals related to the conduct of the annual meeting except those proposals which relate to the "transaction of such other business which may come before the meeting”
x  o  o    For  Against  Case                            by                          Case	Capitalization changes which eliminate other classes of stock and voting rights
x  o  o    For  Against  Case                            by                          Case	Proposals to increase the authorization of existing classes of stock if: (i) a clear and legitimate business purpose is stated; (ii) the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and (iii) the authorization does not exceed 10% of shares currently authorized and at least 10% of the new authorization will be outstanding

x  o  o    For  Against  Case                            by                          Case	Proposals to create a new class of preferred stock or for issuances of preferred stock up to 10% of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders
x  o  o    For  Against  Case                            by                          Case	Proposals for share repurchase plans, unless it appears that a repurchase plan lacks a bona fide business purpose
x  o  o    For  Against  Case                            by                          Case	Proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock, provided such proposals have a legitimate business purpose
x  o  o    For  Against  Case                            by                          Case	Proposals to effect stock splits unless such a split would be contrary to shareholders' best interests
x  o  o    For  Against  Case                            by                          Case	Proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter.  Reverse stock splits that do not adjust proportionately to the authorized share amount will generally be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases
x  o  o    For  Against  Case                            by                          Case	Director fees unless the amounts are excessive relative to other companies in the country or industry
x  o  o    For  Against  Case                            by                          Case	Employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad based employee plan, including all non-executive employees
x  o  o    For  Against  Case                            by                           Case	Establishment of Employee Stock Option Plans and other employee ownership plans
x  o  o    For  Against  Case                            by                          Case	Modify or rescind existing supermajority vote requirements to amend the charters or bylaws.

   x  o  o    For  Against  Case                            by                          Case Adoption of anti-greenmail provisions provided that the proposal (a) defines greenmail, (b) prohibits buyback offers to large block holders not made to all shareholders or not approved by disinterested shareholders, and (c) contains no anti-takeover measures or other provisions restricting the rights of shareholders.

2.   The following proposals are often voted against, notwithstanding management support:

o  x  o    For  Against  Case                            by                          Case	Capitalization changes which add classes of stock which substantially dilute the voting interests of existing shareholders
o  x  o    For  Against  Case                            by                          Case	Proposals to increase the authorized number of shares of existing classes of stock which carry preemptive rights or super voting rights
o  x  o    For  Against  Case                            by                          Case	Creation of blank check preferred stock
o  x  o    For  Against  Case                            by                          Case	Changes in capitalization by 5% or more where management does not offer an appropriate rationale or where it is contrary to the best interests of existing shareholders
o  x  o    For  Against  Case                            by                          Case	Compensation proposals that allow for discounted stock options which have not been offered to employees in general
o  x  o    For  Against  Case                            by                          Case	Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements that benefit management and would be costly to shareholders if triggered
o  x  o    For  Against  Case                            by                          Case	Anti-takeover and related provision that serve to prevent the majority of shareholders from exercising their rights or effectively deter the appropriate tender offers and other offers
o  x  o    For  Against  Case                            by                          Case	Shareholders rights plans which allow appropriate offers to shareholders to be blocked by the board or trigger provisions which prevent legitimate offers from proceeding

o  x  o    For  Against  Case                            by                          Case	Amendments to bylaws that would require a supermajority shareholder vote to pass or repeal certain provisions
o  x  o    For  Against  Case                            by                          Case	Proposals to indemnify auditors

3.   The following types of proposals are often voted on a case-by-case basis:

o  o  x    For  Against  Case                            by                          Case	Mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) will be examined on a case-by-case basis
o  o  x    For  Against  Case                            by                          Case	Executive/Director stock option plans. Generally, the stock option plans should meet the following criteria:  (i) Whether the stock option plan is incentive based; (ii) For mature companies, should be no more than 5% of the issued capital at the time of approval; and (iii) For growth companies, should be no more than 10% of the issued capital at the time of approval
o  o  x    For  Against  Case                            by                          Case	Proposals requiring shareholder ratification of poison pills

B.   Shareholder Proposals:

1.   The following shareholder proposals are often supported:

x  o  o    For  Against  Case                            by                          Case	Requiring Auditors to attend the annual meeting of shareholders
x  o  o    For  Against  Case                            by                          Case	Requirement that members of the company's compensation, nominating and audit committees be comprised of independent or unaffiliated Directors

2.   The following shareholder proposals are often determined on a case-by-case basis:

o  o  x    For  Against  Case                            by                          Case	Proposals which limit tenure of directors
o  o  x    For  Against  Case                            by                          Case	Proposals to limit golden parachutes
o  o  x    For  Against  Case                            by                          Case	Proposals requiring directors to own large amounts of stock to be eligible for election
o  o  x    For  Against  Case                            by                          Case	Restoring cumulative voting in the election of directors
o  o  x    For  Against  Case                            by                          Case	Requirement that a certain percentage of its Board's members be comprised of independent and unaffiliated Directors
o  o  x    For  Against  Case                            by                          Case	Proposals which request or require disclosure of executive compensation in addition to the disclosure required by the Securities and Exchange Commission ("SEC") regulations.
o  o  x    For  Against  Case                            by                          Case	Proposals which limit retirement benefits or executive compensation
o  o  x    For  Against  Case                            by                          Case	Requiring shareholder approval for Bylaw or charter amendments
o  o  x    For  Against  Case                            by                          Case	Requiring shareholder approval for shareholder rights plan or poison pill
o  o  x    For  Against  Case                            by                          Case	Requiring shareholder approval of golden parachutes
o  o  x    For  Against  Case                            by                          Case	Confidential voting
o  o  x    For  Against  Case                            by                          Case	Elimination of certain anti-takeover related provisions

o  o  x    For  Against  Case                            by                          Case	Reduction or elimination of supermajority vote requirements
o  o  x    For  Against  Case                            by                          Case	Prohibit payment of greenmail

3.   The following shareholder proposals are often not supported:

o  x  o    For  Against  Case                            by                          Case	Requirements that the issuer prepare reports which are costly to provide or which would require duplicative efforts or expenditures which are of a non-business nature or would provide no pertinent information from the perspective of institutional shareholders
o  x  o    For  Against  Case                            by                          Case	Restrictions related to social, political or special interest issues that impact the ability of the company to do business or be competitive and which have a significant financial or best interest impact to the shareholders
o  x  o    For  Against  Case                            by                          Case	Proposals which require inappropriate endorsements or corporate actions.

III.   ADMINISTRATION OF PROXY POLICIES AND PROCEDURES

A.   Proxy Review Committee

The Advisor's Proxy Review Committee (the “Committee”) is responsible for creating and implementing the Policies and Procedures and, in that regard, has adopted the general principles and guidelines set forth above in Sections I and II. Among other things, the Committee is responsible for the following:

1.   The Committee, consisting of members designated by the Chief Executive Officer, shall establish and review these Policies and Procedures and determine how the Advisor will vote proxies on an ongoing basis.

2.   The Committee shall have the authority to amend and change the Policies and Procedures and designate voting positions consistent with the objective of maximizing long-term investment returns for the Advisor's clients.

3.   The Committee shall meet as needed to oversee and address all questions relating to the Advisor's Policies and Procedures, including: (1) general review of proposals being put forth at shareholder meetings of portfolio companies; (2) adopting changes in the Policies and Procedures; (3) determining whether voting on matters in the manner favored by the Advisor are "material" conflicts of interests within the meaning of Rule 206(4)-6 under the Investment Advisors Act of 1940, as amended; (4) determining how to vote matters for which specific direction has not been provided the Proxy Voting Guidelines (i.e. "case by case" matters) or are otherwise not covered by the Proxy Voting Guidelines (collectively, "Discretionary Proposals"); (5) determining whether to override the Proxy Voting Guidelines with respect to any proxy vote; and (6) designating a compliance officer (the "Compliance Officer") to implement the Operating Procedures set forth in Part B of this Section III.

4.   The Committee will periodically review the Proxy Voting Guidelines to determine if they are current and consistent with the Advisor's policy and will make appropriate changes as needed.

B.   Operating Procedures

The following operating procedures are intended to ensure that the Advisor satisfies its proxy voting obligations:

1.   The Compliance Officer will review all new client accounts to determine whether (i) the account contains voting securities and (ii) the client has delegated proxy voting authorization to the Advisor in the investment advisory agreement or (iii) the client has otherwise provided specific voting instructions.  Any questions regarding whether or not a security is a "voting" security or whether voting authority has been delegated by a client will be directed to the General Counsel of the Advisor.

2.   The Compliance Officer will receive proxy materials and ballots and reconcile these materials with holdings in client accounts at least once monthly.

3.   The Compliance Officer will compile and review the matters to be voted on, at least once monthly, and determine: (i) which matters are to be voted in accordance with  the Proxy Voting Guidelines (a "Pre-Determined Matter"); and (ii) which matters are Discretionary Matters and (iii) which matters are to be voted pursuant to the instructions of clients (a "Directed Matter").  Any questions regarding whether a matter is a Pre-Determined Matter, a Discretionary Matter or a Directed Matter will be directed to the General Counsel of the Advisor.

4.   For all Discretionary Matters, the Compliance Officer shall screen the matter and make a preliminary determination regarding whether the matter presents a potential material conflict of interest between the interests of the Advisor and its affiliates on the one hand and the Advisor's client on the other.

In order to determine whether a Discretionary Matter poses a potential material conflict of interest, the Compliance Officer shall compile and maintain a list of the following as applicable:

(a) all issuers for which the Advisor or its affiliates manages assets;

(b) all issuers for which the Advisor or its affiliates administers employee benefit plans;

(c) all issuers for which the Advisor or its affiliates brokerage, underwriting or insurance;

(d) any issuer for which the Advisor or its affiliates is soliciting the provision of services enumerated in (a), (b) and (c);

(e) any other issuer with which the Advisor or its affiliates or its senior officers has a material business relationship; and

(f) any employee group for which the Advisor manages money;

This list, which the Compliance Officer shall update at least quarterly, shall be known as the "Master Conflicts List."

The Compliance Officer shall screen the issuer, employee group or any other material related party ("Material Parties") involved in the Discretionary Matter against the Master Conflicts List and develop a list of potential conflicts ("Potential Conflicts List").

5.   For each Discretionary Matter, the Compliance Officer shall solicit written reports from portfolio managers, investment personnel, analysts and other employees of the advisor who may have an investment or other professional interest in the Discretionary Matter.  The Compliance Officer shall compile these reports in an "Advisory Report."

6.   The Compliance Officer shall present each meeting of the Committee with:  (i) a list of all Pre-Determined Matters to be voted in accordance with the Proxy Voting Guidelines; (ii) a list of all Discretionary  Matters; (iii) a list of all Directed Matters to be voted in accordance with client instructions (iv) the Potential Conflicts List; and (v) any Advisory Reports.

7.   The Committee shall meet quarterly. The Committee shall review and approve the list of  Pre-Determined Matters to be voted in accordance with the Proxy Voting Guidelines and the list of all Directed Matters to be voted in accordance with client instructions.  For each Discretionary Matter presented, the Committee will determine: (i) the manner in which to vote on the proxy and, (ii) whether the manner in which the Committee has determined to vote the proxy would, under the facts and circumstances, create a material conflict of interest between the interests of the Advisor and its affiliates on the one hand and the Advisor's clients on the other.  In making the finding required in (ii) above, the Committee shall consider the Potential Conflicts List and any other material relationship known to the Committee between the Advisor and its affiliates and the Material Parties.

If the Proxy Review Committee determines that with respect to any Discretionary Matter that a material conflict of interest exists in voting the Discretionary Matter in the manner favored by the Committee, the Committee shall direct the Compliance Officer to obtain the informed written consent of the affected client (or clients) to the Committee's favored vote.  If obtaining such consent from any client is impracticable or undesirable, the Advisor shall vote the client's proxy in accordance with the recommendation of an independent third-party service provider experienced in such matters to be retained by the Advisor on a case-by-case basis, as necessary.

8.   If any portfolio manager, investment person, or any other employee of the Advisor wishes to vote a proxy with respect to a Pre-Determined Matter in a manner other than that set forth in the Proxy Voting Guidelines (an "Override Matter"), such person shall contact the Compliance Officer.  The Compliance Officer shall screen the Override Matter against the Master List and include the results on the Potential Conflicts List.  The Compliance Officer shall also solicit an Advisory Report for presentation to the Committee.  The Override Matter shall be presented at the next scheduled meeting of the Committee for a determination of:  (i) whether the matter should be voted in a manner other than as specified in the Proxy Voting Guidelines; and (ii) whether the manner in which the Committee has determined to vote the proxy would constitute a material conflict of interest.  If the Committee determines that a material conflict of interest exists with respect to voting the Override Matter in the manner it favors, the Committee shall direct the Compliance Officer to either: (i) vote the Override Matter in the manner originally prescribed by the Proxy Voting Guidelines; or (ii) obtain the informed written consent of the affected client (or clients) to the Committee's favored vote.

9.   Directed Matters will be voted in accordance with the instructions of the client.

10.   The Compliance Officer will ensure that all proxies are voted in accordance with these Procedures and Policies.

11.   The Compliance Officer may delegate any of his or her functions to a third party proxy voting or other service provider.

12.   All decisions of the Committee, including all determinations regarding whether or not a material conflict of interest existed with respect to a Discretionary or Override Matter and the basis for such determination, shall be documented in writing and maintained by the Compliance Officer for a period of at least 6 years.

IV.   CLIENT DISCLOSURE POLICIES

The Advisor will disclose the Policies and Procedures to its clients.  The Advisor's disclosure will consist of a "concise summary" of its proxy voting policies and procedures. This disclosure will also tell clients how to get a complete copy of the Advisor's policies and procedures. The proxy voting disclosure will be provided to existing clients with their first quarterly account statement after June 30, 2003.  The Advisor's proxy voting disclosure will be provided to new clients in the Advisor's "brochure" or Part II to its Form ADV which will be delivered with a letter identifying the presence of the disclosure. The Compliance Officer will provide any client, upon written request, with a tabulation of how such client's proxies were voted by the Advisor.

V.   RECORDKEEPING REQUIREMENTS

Rule 204-2 under the Advisers Act, as amended, requires that the Advisor retain (i) its proxy voting policies and procedures; (ii) proxy statements received regarding client securities; (iii) records of votes it cast on behalf of clients; (iv) records of client requests for proxy voting information, and (v) any documents prepared by the investment adviser that were material to making a decision how

to vote, or that memorialized the basis for the decision.  The Advisor will keep all written requests from clients and any written response from the Advisor (to either a written or an oral request).  The Advisor  may rely on proxy statements filed on the SEC's EDGAR system instead of keeping its own copies, and may rely on proxy statements and records of proxy votes cast by the Advisor that are maintained with a third party such as a proxy voting service, provided that the Advisor has obtained an undertaking from the third party to provide a copy of the documents promptly upon request.