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Exhibit 3
Standstill Agreement Amendment No. 1
Amendment No. 1 (the
“Amendment”), dated as of May 12, 2017, to that certain Agreement, dated April 28, 2017 (including the exhibits
thereto, the “Agreement”), by and among Saba Capital Management, L.P. (“Saba”) and Advent/Claymore
Enhanced Growth & Income Fund (the “Trust”) (the Trust, together with Saba, the “Parties,”
and each 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 and replaced with the following:
“The Trust
shall commence, as soon as commercially practicable but no later than June 16, 2017, a tender offer to purchase 32.5% (the “Maximum
Amount”) of its outstanding common shares (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 the Trust’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Tender Offer is extended, (ii) the Trust shall purchase common shares tendered and not withdrawn on a prorated basis up to the
Maximum Amount if greater than the Maximum Amount of common shares are properly tendered and not properly withdrawn, (iii) the
consideration to be paid by the Trust for common shares under the Tender Offer shall consist solely of cash, and (iv) if less than
the Maximum Amount of common shares have been properly tendered and not withdrawn, then the Trust shall only be obligated to purchase
such amount of shares.
2. Paragraph
4.1 of the Agreement shall be deleted in its entirety and replaced with the following:
“If the
Trust fails to complete the Tender Offer on or before August 15, 2017, this Agreement shall immediately terminate and be of no
further force or effect.”
3. For
the avoidance of doubt, the Parties agree that, subject to the Trust completing the Tender Offer on such terms as described in
this Amendment, in no event shall the failure by the Trust 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.
4. Saba
and the Trust agrees that, no later than one (1) business day following the execution of this Amendment, (i) the Trust will issue
a press release announcing the entrance into and terms of this Amendment in substantially the form attached as Exhibit A
hereto (the “Amendment Press Release”). Saba shall promptly prepare and file an amendment to its Schedule 13D
filed with the SEC reporting its entry into this Amendment (which will not contain any statement inconsistent with the Amendment
Press Release) and the Item 4 disclosure set forth therein will be in a form materially consistent with the draft previously provided
to the Trust.
5. Capitalized
terms used herein but not defined herein shall have the respective meanings given to such terms in the Agreement.
6. Except
as expressly modified herein, the Agreement shall remain in full force and effect as originally executed.
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