SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Advent/Claymore Enhanced Growth & Income Fund

(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

00765E104

(CUSIP Number)

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 12, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			WESTERN INVESTMENT HEDGED PARTNERS L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					398,804
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					398,804
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			398,804
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.9%
	14	TYPE OF REPORTING PERSON
			PN

2

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					360,104
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					360,104
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			360,104
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.6%
	14	TYPE OF REPORTING PERSON
			PN

3

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			WESTERN INVESTMENT LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					760,408
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					760,408
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			760,408
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			5.6%
	14	TYPE OF REPORTING PERSON
			OO

4

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			ARTHUR D. LIPSON
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					760,408
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					760,408
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			760,408
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			5.6%
	14	TYPE OF REPORTING PERSON
			IN

5

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					111,141
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					111,141
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			111,141
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			OO

6

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			BENCHMARK PLUS MANAGEMENT, L.L.C.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					111,141
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					111,141
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			111,141
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			OO

7

CUSIP NO. 00765E104

	1	NAME OF REPORTING PERSON
			ROBERT FERGUSON
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					111,141
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					111,141
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			111,141
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			IN

8

CUSIP NO. 00765E104

The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

 Item 3 is hereby amended and restated in its entirety to read as follows:

The Shares purchased by WIHP, WITRP and WILLC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 398,804 Shares owned directly by WIHP is approximately $3,329,202, including brokerage commissions. The aggregate purchase price of the 360,104 Shares owned directly by WITRP is approximately $2,895,223, including brokerage commissions. The aggregate purchase price of the 1,500 Shares owned directly by WILLC is approximately $13,378, including brokerage commissions.

The Shares purchased by BPIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 111,141 Shares owned directly by BPIP is approximately $841,655, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following information:

On May 12, 2017, Arthur D. Lipson, Robert Ferguson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers, and Affiliates (as defined therein) (collectively, “Western”), entered into the Amendment No. 1 to Agreement (the “Amendment”) with the Issuer and its sister funds, Advent Claymore Convertible Securities and Income Fund (“AVK”) and Advent Claymore Convertible Securities and Income Fund II (“AGC” and together with the Issuer and AVK, the “Advent Funds”) which amends certain terms of the Agreement entered into between Western and the Advent Funds on July 22, 2016 (as modified by the Amendment, the “Agreement”).

Pursuant to the terms of the Amendment, the Issuer agreed, among other things, to: (i) commence, as soon as commercially practicable but no later than June 16, 2017 a tender offer (the “Tender Offer”) to enable it to purchase 32.5% of its outstanding common shares at a price equal to 98% of the Issuer’s net asset value (NAV) on the day following expiration of the Tender Offer and the consideration paid by the Issuer under the Tender Offer shall consist solely of cash, (ii) the Issuer agreed that the 2017 annual meeting of shareholders (the “2017 Annual Meeting”) of each of the Advent Funds shall be held no earlier than October 23, 2017 and that the deadlines for Western to submit nominations for trustees and proposals (other than proposals submitted pursuant to Rule 14a-8 of the Exchange Act) with respect to the 2017 Annual Meetings of any of the Advent Funds, shall be the later of (a) the deadlines set forth in the bylaws of each of the Advent Funds or (b) 10 business days following the Deadline Date (as defined below) and (iii) in the event that any of the Advent Funds breaches any material provision of the Agreement or in the event that the Issuer fails to complete the Tender Offer on or before August 15, 2017 (the “Deadline Date”), the Agreement shall (subject to certain exceptions) immediately terminate and be of no further force or effect. Except as modified by the Amendment, the Agreement remains in full force and effect as originally executed.

9

CUSIP NO. 00765E104

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 13,603,025 Shares outstanding, which is the total number of Shares outstanding as of March 6, 2017, as reported in the Issuer’s Form 40-APP/A, filed with the Securities and Exchange Commission on March 24, 2017.

A. WIHP

(a) As of the close of business on May 12, 2017, WIHP beneficially owned 398,804 Shares.

Percentage: Approximately 2.9%

(b) 1. Sole power to vote or direct vote: 398,804
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 398,804
4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by WIHP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

B. WITRP

(a) As of the close of business on May 12, 2017, WITRP beneficially owned 360,104 Shares.

Percentage: Approximately 2.6%

(b) 1. Sole power to vote or direct vote: 360,104
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 360,104
4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

C. WILLC

(a) As of the close of business on May 12, 2017, WILLC directly owned 1,500 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 398,804 Shares owned by WIHP and (ii) 360,104 Shares owned by WITRP.

Percentage: Approximately 5.6%

(b) 1. Sole power to vote or direct vote: 760,408
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 760,408
4. Shared power to dispose or direct the disposition: 0

(c) WILLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by WIHP and WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

10

CUSIP NO. 00765E104

D. Mr. Lipson

(a) Mr. Lipson, as the managing member of WILLC, may be deemed the beneficial owner of the (i) 1,500 Shares owned by WILLC, (ii) 398,804 Shares owned by WIHP and (iii) 360,104 Shares owned by WITRP.

Percentage: Approximately 5.6%

(b) 1. Sole power to vote or direct vote: 760,408
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 760,408
4. Shared power to dispose or direct the disposition: 0

(c) Mr. Lipson has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by WIHP and WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

E. BPIP

(a) As of the close of business on May 12, 2017, BPIP beneficially owned 111,141 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 111,141
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 111,141
4. Shared power to dispose or direct the disposition: 0

(c) BPIP has not entered into any transactions in the Shares during the past 60 days.

F. BPM

(a) BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 111,141 Shares owned by BPIP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 111,141
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 111,141
4. Shared power to dispose or direct the disposition: 0

(c) BPM has not entered into any transactions in the Shares during the past 60 days.

G. Mr. Ferguson

(a) Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 111,141 Shares owned by BPIP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 111,141
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 111,141
4. Shared power to dispose or direct the disposition: 0

(c) Mr. Ferguson has not entered into any transactions in the Shares during the past 60 days.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 12, 2017, Western and the Issuer entered into the Amendment defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

99.1 Amendment No. 1 to Agreement, dated May 12, 2017, by and among Arthur D. Lipson, Robert Ferguson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C. and Advent Claymore Convertible Securities and Income Fund, Advent Claymore Convertible Securities and Income Fund II and Advent/Claymore Enhanced Growth & Income Fund.

11

CUSIP NO. 00765E104

Signature Page to LCM Schedule 13D

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 15, 2017	WESTERN INVESTMENT HEDGED PARTNERS L.P.
	By:	Western Investment LLC
		General Partner
	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
By:	Western Investment LLC
	General Partner
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT LLC
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

12

CUSIP NO. 00765E104

Signature Page to LCM Schedule 13D

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By:	Benchmark Plus Management, L.L.C.
	Managing Member
By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Manager

BENCHMARK PLUS MANAGEMENT, L.L.C.
By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Manager

/s/ Robert Ferguson

ROBERT FERGUSON

13

CUSIP NO. 00765E104

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Date of Purchase/Sale	Shares of Common Stock Purchased/(Sold)	Price Per Share($)
WESTERN INVESTMENT HEDGED PARTNERS L.P.
3/15/2017	800	8.3743
3/27/2017	2,100	8.3638
3/28/2017	500	8.3485
3/29/2017	300	8.3585
3/30/2017	56	8.4186
4/13/2017	(172)	8.5613
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
3/15/2017	628	8.3743
3/27/2017	1,900	8.3638
3/28/2017	500	8.3485
3/29/2017	300	8.3585
4/13/2017	(100)	8.5613

EX-99.1

Exhibit 99.1

AMENDMENT NO. 1 TO AGREEMENT

Amendment No. 1 (the “Amendment”), dated as of May 12, 2017, to that certain Agreement, dated July 22, 2016 (including the exhibits thereto, the “Agreement”), by and among Arthur D. Lipson, Robert Ferguson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers and Affiliates (as defined herein) (collectively, “Western”) and Advent Claymore Convertible Securities and Income Fund (“AVK”), Advent Claymore Convertible Securities and Income Fund II (“AGC”) and Advent/Claymore Enhanced Growth & Income Fund (“LCM”, and together with AVK and AGC, each a “Trust,” and together the “Trusts”) (the Trusts, together with Western, the “Parties” and individually a “Party”).

The Parties hereby agree to amend the Agreement as follows:

1.       Paragraph 1.1(a) of the Agreement shall be deleted in its entirety.

2.       Paragraph 1.1(b) of the Agreement shall be deleted in its entirety and replaced with the following:

“LCM shall commence, as soon as commercially practicable but no later than June 16, 2017, a tender offer to enable it to purchase 32.5% of its outstanding common shares (the “Maximum Amount”) or such lesser number of common shares that are properly tendered and not withdrawn (the “Tender Offer”). The Tender Offer shall include the following terms: (i) shareholders shall have the opportunity to tender some or all of their common shares at a price equal to 98% of LCM’s net asset value per share (“NAV”) as determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”) on the next day the NAV is calculated after the expiration date of the Tender Offer or, if the Tender Offer is extended, on the next day the NAV is calculated after the day to which the Tender Offer is extended, (ii) LCM shall purchase common shares tendered and not withdrawn on a prorated basis up to the Maximum Amount if greater than the Maximum Amount of common shares are properly tendered and not properly withdrawn, and (iii) the consideration to be paid by LCM for common shares under the Tender Offer shall consist solely of cash.”

3.       Paragraph 1.6 of the Agreement shall be deleted in its entirety and replaced with the following:

“The Trusts agree that the 2017 annual meeting of shareholders of each Trust shall be held no earlier than October 23, 2017, and the deadlines for Western to submit nominations for trustees and proposals (other than a proposal submitted pursuant to Rule 14a-8) with respect to the 2017 annual meetings of the shareholders of any Trust, shall be the later of (a) the deadlines set forth in the bylaws of each respective Trust or (b) 10 business days following the Deadline Date.”

4.       Paragraph 5.1 of the Agreement shall be deleted in its entirety and replaced with the following:

“In the event that any of the Trusts breach any material provision of this Agreement (including, without limitation, Sections 1.1(b) and 2) or in the event that LCM fails to complete the Tender Offer on or before August 15, 2017 (the “Deadline Date”), this Agreement shall immediately terminate and be of no further force or effect except for Sections 1.1(f), 1.5, 1.6, this Section 5 and Section 8, which shall survive.”

5.       For the avoidance of doubt, the Parties agree that, subject to LCM completing the Tender Offer on such terms as described in this Amendment, in no event shall the failure by LCM to complete a tender offer on such terms as were originally specified in the Agreement, prior to giving effect to this Amendment, constitute a breach of the Agreement.

6.       Western and the Trusts agree that, no later than one (1) business day following the execution of this Amendment, LCM will issue a press release announcing the entrance into and terms of this Amendment and the determination of the LCM Board to commence the Tender Offer, subject to the other conditions set forth herein, in substantially the form attached as Exhibit A hereto. The Parties acknowledge and agree that this Amendment and such press release will be filed as an exhibit to an amendment to Western’s Schedule 13D.

7.       Capitalized terms used herein but not defined herein shall have the respective meanings given to such terms in the Agreement.

8.       Except as expressly modified herein, the Agreement shall remain in full force and effect as originally executed.

[Signatures appear on next page]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
By:	/s/ Edward C. Delk
	Name:	Edward C. Delk
	Title:	Secretary

ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND II
By:	/s/ Edward C. Delk
	Name:	Edward C. Delk
	Title:	Secretary

ADVENT/CLAYMORE ENHANCED GROWTH AND INCOME FUND
By:	/s/ Edward C. Delk
	Name:	Edward C. Delk
	Title:	Secretary

WESTERN INVESTMENT LLC
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT HEDGED PARTNERS L.P.
By:	Western Investment LLC General Partner
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
By:	Western Investment LLC General Partner
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By:	Benchmark Plus Management, L.L.C. Managing Member
By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Manager

BENCHMARK PLUS MANAGEMENT, L.L.C.
By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Manager

/s/ Robert Ferguson

ROBERT FERGUSON

Exhibit A

Advent/Claymore Enhanced Growth & Income Fund Announces Update to Potential Tender Offer

New York, NY - May 12, 2017 - Advent/Claymore Enhanced Growth & Income Fund (NYSE: LCM) (the “Fund”) announced today that the Fund’s Board of Trustees has approved a modification to the Fund’s previously announced potential tender offer (the “Tender Offer”) for up to 32.5% of the Fund’s outstanding common shares of beneficial interest (the “Shares”) at a price per Share equal to 98% of the Fund’s net asset value (“NAV”) as of the business day immediately following the expiration of the Tender Offer.

Under the modified terms, the Fund will repurchase Shares tendered and accepted in the Tender Offer in exchange for cash, instead of in exchange for a pro rata portion of the Fund’s portfolio securities. It is anticipated that the Tender Offer will commence as soon as commercially practicable, but no later than June 16, 2017. The Board of Trustees of the Fund believes the Tender Offer could benefit participating shareholders by providing liquidity at a price per Share that is higher than the then current market price of the Shares. The Board of Trustees believes the Tender Offer could also benefit the Fund and its long-term shareholders because the Tender Offer would be conducted at a price per Share that would be accretive to NAV.

The commencement of the potential Tender Offer is pursuant to standstill agreements with certain holders of Shares, which agreements have been amended to reflect the modified terms described herein.

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The above statements are not intended to constitute an offer to participate in any tender offer. Information about the tender offer, including its commencement, will be announced via future press releases. Shareholders will be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, either by publication or mailing or both. A tender offer will be made only by an Offer to Purchase, a related Letter of Transmittal and other documents, to be filed with the SEC. Shareholders of the Fund should read the Offer to Purchase and tender offer statement and related exhibits when those documents are filed and become available, as they will contain important information about the tender offer. These and other filed documents will be available to investors for free both at the website of the SEC and from the Fund.

Additional Information

About Advent Capital Management

Advent Capital Management, LLC (“Advent”) is a registered investment advisor dedicated to providing its clients with superior investment performance. Advent invests primarily in convertible, high yield and equity securities offered through long only, hedge-fund and NYSE- listed closed-end fund products. Advent’s investment team consists of seasoned professionals performing bottom-up fundamental research. Since inception in 1995, Advent has grown into a $9 billion diversified investment management firm (as of March 31, 2017) with the ability to capture opportunities globally. Advent’s growing client base includes some of the world’s largest public and corporate pension plans, foundations, endowments, insurance companies and high net worth individuals. Advent is not affiliated with Guggenheim.

About Guggenheim Investments

Guggenheim Investments is the global asset management and investment advisory division of Guggenheim Partners, LLC (“Guggenheim”), with $217 billion* in total assets across fixed income, equity, and alternative strategies. We focus on the return and risk needs of insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. Our 275+ investment professionals perform rigorous research to understand market trends and identify undervalued opportunities in areas that are often complex and underfollowed. This approach to investment management has enabled us to deliver innovative strategies providing diversification opportunities and attractive long-term results.

*Guggenheim Investments total asset figure is as of March 31, 2017. The assets include leverage of $11.7bn for assets under management and $0.4bn for assets for which we provide administrative services. Guggenheim Investments represents the following affiliated investment management businesses of Guggenheim Partners, LLC: Guggenheim Partners Investment Management, LLC, Security Investors, LLC, Guggenheim Funds Investment Advisors, LLC (Investment Advisor for AGC, LCM), Guggenheim Funds Distributors, LLC (Servicing Agent for AVK), Guggenheim Real Estate, LLC, GS GAMMA Advisors, LLC, Guggenheim Partners Europe Limited, and Guggenheim Partners India Management.

This information does not represent an offer to sell securities of the Fund and it is not soliciting an offer to buy securities of the Fund. There can be no assurance that the Fund will achieve its investment objective. The net asset value of the Fund will fluctuate with the value of the underlying securities. It is important to note that closed-end funds trade on their market value, not net asset value, and closed-end funds often trade at a discount to their net asset value. Past performance is not indicative of future performance. An investment in the Fund is subject to certain risks and other considerations. Such risks and considerations may include, but are not limited to: Investment and Market Risk; Convertible Securities Risk; Structured and Synthetic Convertible Securities Risk; Lower Grade Securities Risk; Equity Securities Risk; Preferred Securities Risk; Derivatives Risk; Interest Rate Risk; Leverage Risk; Anti-Takeover Provisions; Foreign Securities Risk; Foreign Currency Risk; Market Disruption Risk; Risk Associated with the Fund’s Covered Call Option Writing Strategy; Senior and Second Lien Secured Loan Risk and Illiquidity Risk. See www.guggenheiminvestments.com/lcm for a detailed discussion of fund-specific risks.

Investors should consider the investment objectives and policies, risk considerations, charges and expenses of any investment before they invest. For this and more information visit www.guggenheiminvestments.com or contact a securities representative or Guggenheim Funds Distributors, LLC 227 West Monroe Street, Chicago, IL 60606, 800345-7999. 

Analyst Inquiries

William T. Korver
cefs@guggenheiminvestments.com

NOT FDIC-INSURED | NOT BANK-GUARANTEED | MAY LOSE VALUE
Member FINRA/SIPC (05/17)