SEC Form N-23C3A filed by Blackrock Enhanced Government Fund Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-23c-3

Notification of Repurchase Offer

Pursuant to Rule 23c-3 [17 CFR 270.23c-3]

NOTIFICATION OF THE

ANNUAL REPURCHASE OFFER

October 13, 2023

Dear BlackRock Enhanced Government Fund, Inc. Stockholder:

Notice is hereby given to stockholders of BlackRock Enhanced Government Fund, Inc. (the “Fund”) of the Fund’s annual repurchase offer (the “Repurchase Offer”). This notice is to inform you about the Repurchase Offer.

The Fund is structured as an interval fund which permits it to offer its stockholders the opportunity to tender shares for repurchase by the Fund once annually. The Fund may conduct annual repurchases for between 5% and 25% of the Fund’s outstanding shares, subject to the approval of the Fund’s Board of Directors. On September 8, 2023, the Fund’s Board of Directors considered and approved the Repurchase Offer. The Fund is making this offer to repurchase up to 5% of its issued and outstanding shares of common stock as of November 14, 2023 pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended.

The Repurchase Offer is for cash at a price equal to the net asset value of the Fund’s shares, less a repurchase fee of 2% of the value of the shares repurchased, as of the close of regular trading on the New York Stock Exchange on the Repurchase Offer Pricing Date (as defined in the attached Repurchase Offer Statement), upon the terms and subject to the conditions set forth in the attached Repurchase Offer Statement and Letter of Transmittal (in the case of registered stockholders).

The Repurchase Offer applies to all stockholders of the Fund. The Repurchase Offer will commence on October 13, 2023 and will end at 5:00 p.m., Eastern Time, on November 14, 2023. If you are not interested in selling your shares at this time, no action is necessary.

All repurchase requests must be made through your broker or financial adviser, or in the case of registered stockholders, through Computershare Trust Company (the “Depositary Agent”), which has entered into a Depositary Agent Agreement with the Fund to provide certain services related to the Repurchase Offer. Should you wish to participate in the Repurchase Offer, please contact your broker or financial adviser, or in the case of registered stockholders, the Depositary Agent, no later than 5:00 p.m., Eastern Time, on November 14, 2023 (the “Repurchase Offer Request Deadline”).

The market price and net asset value of the shares may fluctuate between the Repurchase Offer Request Deadline and the Repurchase Offer Pricing Date. During that period, the Fund’s shares may be trading in the secondary market at a price that is higher or lower than their net asset value.

You will be charged a repurchase fee of 2% of the value of the shares repurchased by the Fund. Your broker or financial adviser may also charge you a transaction fee in connection with the processing of a repurchase request.

The Fund has established a record date of September 29, 2023 solely for the purpose of identifying stockholders eligible to receive Repurchase Offer materials. Stockholders who choose to participate in the Repurchase Offer can expect payment for the shares repurchased to be made on or before the day that is seven days after the Repurchase Offer Pricing Date.

All repurchase requests must be received in good order by your broker or financial adviser, or in the case of registered stockholders, by the Depositary Agent, on or before 5:00 p.m., Eastern Time, on November 14, 2023. If you are not interested in selling your shares at this time, no action is necessary.

None of the Fund, its Board of Directors or its investment adviser is making any recommendation to any stockholder as to whether to tender or refrain from tendering shares pursuant to the Repurchase Offer. Each stockholder is urged to read and evaluate the attached Repurchase Offer Statement and Letter of Transmittal (in the case of registered stockholders) carefully.

No person has been authorized to make any recommendation on behalf of the Fund as to whether stockholders should tender or refrain from tendering shares pursuant to the Repurchase Offer. No person has been authorized to give any information or to make any representations in connection with the Repurchase Offer other than those contained in the attached Repurchase Offer Statement and Letter of Transmittal (in the case of registered stockholders). If given or made, any such recommendation and any such information and representation must not be relied upon as having been authorized by the Fund, its Board of Directors or its investment adviser.

You should be aware that, if you tender shares pursuant to the Repurchase Offer, tendered shares will not be entitled to receive any Fund dividend or distribution with a record date on or after November 22, 2023.

If you have any questions, please refer to the attached Repurchase Offer Statement and Letter of Transmittal (in the case of registered stockholders), which contain additional important information about the Repurchase Offer, or contact your broker or financial adviser, or in the case of registered stockholders, the Depositary Agent.

Sincerely,

Janey Ahn

Secretary

BlackRock Enhanced Government Fund, Inc.

BLACKROCK ENHANCED GOVERNMENT FUND, INC.

REPURCHASE OFFER STATEMENT

October 13, 2023

The repurchase offer (the “Repurchase Offer”) by BlackRock Enhanced Government Fund, Inc. (the “Fund”) and acceptance of the Repurchase Offer by tender of shares of the Fund are made upon the terms and subject to the conditions set forth in this Repurchase Offer Statement and the attached Letter of Transmittal (in the case of registered stockholders).

1. THE OFFER. The Fund is offering to repurchase for cash up to 5% (the “Repurchase Offer Amount”) of its issued and outstanding shares of common stock (“Shares”) as of November 14, 2023 (the “Repurchase Offer Request Deadline”) at a price equal to the net asset value (“NAV”) of the Shares, less a repurchase fee of 2% of the value of the Shares repurchased, as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the Repurchase Offer Pricing Date (as defined below), upon the terms and subject to the conditions set forth herein and in the attached Letter of Transmittal (in the case of registered stockholders), which terms constitute the “Repurchase Offer.” The Repurchase Offer is not conditioned upon the tender for repurchase of any minimum number of Shares.

2. NET ASSET VALUE. The NAV of the Fund on October 6, 2023 was $9.82 per Share. The market price on October 6, 2023 was $9.35 per Share (a discount of approximately 4.79% to the NAV). You must decide whether to tender Shares prior to the Repurchase Offer Request Deadline, but the NAV at which the Fund will repurchase the Shares will not be calculated until the Repurchase Offer Pricing Date. The NAV of the Shares can and does fluctuate, and the NAV of the Shares on the Repurchase Offer Pricing Date could be lower or higher than the NAV of the Shares on the date you submit your repurchase request. The Shares have at times traded at a premium to the Fund’s NAV per Share. It may not be in a stockholder’s interest to tender Shares in connection with the Repurchase Offer if the Shares are trading at a premium. The market price of the Shares can and does fluctuate. Accordingly, on the Repurchase Offer Pricing Date, the market price of the Shares may be above or below the Fund’s NAV per Share. For the Fund’s most current NAV and market price per Share, please call your broker or financial adviser for stockholders having shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, or in the case of registered stockholders, please call Computershare Trust Company (the “Depositary Agent”), which has entered into a Depositary Agent Agreement with the Fund to provide certain services related to the Repurchase Offer. For the Fund’s most current NAV and market price per Share you may contact BlackRock Advisors, LLC, the Fund’s investment adviser (the “Adviser”), at 1-800-882-0052 or view online at https://www.blackrock.com/investing/products/240273/blackrock- enhanced-government-fund-inc-usd-fund.

3. REPURCHASE FEE. The Shares tendered pursuant to the Repurchase Offer will be subject to a repurchase fee of 2% of the value of the Shares repurchased, which will be deducted from the repurchase price. The repurchase fee is retained by the Fund to reimburse the Fund for expenses directly related to the Repurchase Offer.

4. REPURCHASE OFFER REQUEST DEADLINE. All repurchase requests MUST be received in proper form by your broker or financial adviser, or in the case of registered stockholders, by the Depositary Agent, on or before 5:00 p.m., Eastern Time, on November 14, 2023. Please advise your broker or financial adviser, or in the case of registered stockholders, the Depositary Agent, of your intentions in a timely manner. Your broker or financial adviser, or in the case of registered stockholders, the Depositary Agent, will tender the Shares you wish to tender to the Fund on your behalf. The Repurchase Offer Request Deadline will be strictly observed. If (i) you fail to submit your repurchase request in good order to your broker or financial adviser, or in the case of registered stockholders, to the Depositary Agent, by the Repurchase Offer Request Deadline or (ii) your broker or financial adviser, or in the case of registered stockholders, the Depositary

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Agent, fails to submit your repurchase request to the Fund by the Repurchase Offer Request Deadline or such later time as may be agreed to by the Fund and such broker or financial adviser, then the Fund will not repurchase your Shares in the Repurchase Offer. You may withdraw or change your repurchase request at any point before the Repurchase Offer Request Deadline.

5. REPURCHASE OFFER PRICING DATE. The NAV per Share for the Repurchase Offer must be determined no later than fourteen days (or the next business day if the 14th day is not a business day) following the Repurchase Offer Request Deadline. However, the Fund anticipates that the NAV per Share for the Repurchase Offer will be determined as of the close of regular trading on the NYSE on November 15, 2023 (the “Repurchase Offer Pricing Date”), which is one day following the Repurchase Offer Request Deadline, if doing so is not likely to result in significant dilution of the prices of the Shares, or as soon as such determination can be made after that date.

6. FLUCTUATION IN NET ASSET VALUE BETWEEN THE REPURCHASE OFFER REQUEST DEADLINE AND THE REPURCHASE OFFER PRICING DATE. Stockholders must decide whether to tender their Shares prior to the Repurchase Offer Request Deadline, but the NAV at which the Fund will repurchase Shares will not be calculated until the Repurchase Offer Pricing Date. The NAV of the Shares may fluctuate between the Repurchase Offer Request Deadline and the Repurchase Offer Pricing Date, and there can be no assurance that the NAV of the Shares on the Repurchase Offer Pricing Date will be as high as the NAV of the Shares on the date you submit your repurchase request or the Repurchase Offer Request Deadline.

7. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased pursuant to the Repurchase Offer will be made on or before the day that is seven days after the Repurchase Offer Pricing Date. The Fund expressly reserves the right, in its sole discretion, to delay payment for Shares in order to comply in whole or in part with any applicable law. Under no circumstances will the Fund pay interest on the purchase price of the Shares to be paid by the Fund, regardless of any delay in making such payment. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Repurchase Offer for any reason, or are not paid for because of an invalid tender, or if certificates representing Shares are submitted for more Shares than are tendered, if applicable, a Direct Registration System statement, evidencing that shares are held for the tendering stockholder in an electronic book-entry account maintained by the Depositary Agent representing the number of unpurchased Shares will be sent, without expense to the tendering stockholder, as soon as practicable following expiration or withdrawal of the Repurchase Offer. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares tendered pursuant to the Repurchase Offer, or is unable to accept for payment or pay for Shares tendered pursuant to the Repurchase Offer for any reason, then, without prejudice to the Fund’s rights under the Repurchase Offer, the Depositary Agent may, nevertheless, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn by the tendering stockholders unless and except to the extent tendering stockholders are entitled to withdrawal rights as described in Section 10, “Withdrawal of Shares to Be Repurchased.”

8. CHANGE IN NUMBER OF SHARES REPURCHASED. If the number of Shares properly tendered and not withdrawn prior to the Repurchase Offer Request Deadline is less than or equal to the Repurchase Offer Amount, the Fund will, upon the terms and subject to the conditions of the Repurchase Offer, purchase all Shares so tendered. If the number of Shares properly tendered and not withdrawn prior to the Repurchase Offer Request Deadline is greater than the Repurchase Offer Amount, the Fund may (but is not obligated to) increase the number of Shares that the Fund is offering to repurchase by up to 2% of the Shares outstanding on the Repurchase Offer Request Deadline.

9. PRO RATA REPURCHASE. If the number of Shares properly tendered and not withdrawn prior to the Repurchase Offer Request Deadline exceeds the number of Shares that the Fund is offering to repurchase (including the Repurchase Offer Amount and any increase over the Repurchase Offer Amount, if the Fund has elected to increase the number of Shares that the Fund is offering to

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repurchase as described in Section 8, “Change in Number of Shares Repurchased”), the Fund will repurchase the Shares on a pro rata basis, provided, however, that the Fund is permitted, in its discretion, to accept all Shares tendered by stockholders who own, beneficially or of record, an aggregate of not more than 99 Shares and who tender all of their Shares, before pro rating Shares tendered by other stockholders. This is intended to assist small account “odd lot” stockholders avoid a situation where they may be forced to hold a nominal number of Shares due to the fact that they are unable to tender all their Shares if the Repurchase Offer is oversubscribed. If pro ration is necessary, the Fund will send a notice of pro ration to The Depository Trust and Clearing Corporation for Shares held through a broker or financial adviser, and in the case of a registered stockholder, to the Depositary Agent, two to three business days after the Repurchase Offer Request Deadline. The number of Shares each stockholder asked to have repurchased will be reduced by an equal percentage. If any Shares that you wish to have repurchased by the Fund are not repurchased because of pro ration, you will have to wait until the next Fund annual repurchase offer to submit your Shares for repurchase by the Fund. Any subsequent repurchase requests made in future Fund annual repurchase offers by stockholders whose Shares are not repurchased in the Repurchase Offer because of pro ration will not be given any priority over other stockholders’ requests. Thus, there is a risk that the Fund may not purchase all of the Shares you wish to sell in the Repurchase Offer, a given Fund annual repurchase offer or in any subsequent Fund annual repurchase offer. In anticipation of the possibility of pro ration, some stockholders may tender more Shares than they wish to have repurchased in a particular Fund annual repurchase offer, thereby increasing the likelihood of pro ration. There is no assurance that you will be able to sell as many of your Shares as you desire to sell in the Repurchase Offer, a given Fund annual repurchase offer or in any subsequent Fund annual repurchase offer.

10. WITHDRAWAL OF SHARES TO BE REPURCHASED. Repurchase requests submitted pursuant to the Repurchase Offer may be modified or withdrawn at any time prior to the Repurchase Offer Request Deadline by submitting notice to your broker or financial adviser, or in the case of a registered stockholder, to the Depositary Agent. In the event you decide to modify or withdraw your tender, you should provide your broker or financial adviser, or in the case of a registered stockholder, the Depositary Agent, with sufficient notice prior to the Repurchase Offer Request Deadline. To be effective, notice to the Depositary Agent must be in writing and must specify the name of the person who executed the particular Letter of Transmittal (in the case of registered stockholders), the number of Shares to be withdrawn and, if Share certificates have been delivered or otherwise identified to the Depositary Agent, the name of the holder of record and the serial numbers of the certificates representing the Shares to be withdrawn. All questions as to the form and validity, including time of receipt, of notices of withdrawal will be determined by the Fund, in its sole discretion, whose determination will be final and binding. None of the Fund, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, and none of the foregoing persons will incur any liability for failure to give any such notification. Any Shares timely and properly withdrawn will be deemed not duly tendered for purposes of the Repurchase Offer.

11. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The Fund may suspend or postpone the Repurchase Offer only by a vote of a majority of the Board of Directors, including a majority of the Directors who are not “interested persons” of the Fund, as that term is defined in the 1940 Act, and only: (a) if the repurchase would cause the Fund to lose its status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”); (b) if the repurchase would cause the Shares to be not listed on any national securities exchange; (c) for any period during which the NYSE or any other market in which any securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such market is restricted; (d) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (e) for such other periods as the Securities and Exchange Commission may by order permit for the protection of stockholders of the Fund. You will be notified if the Fund suspends or postpones the Repurchase Offer.

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12. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a general summary of certain Federal income tax consequences of a sale of Shares pursuant to the Repurchase Offer. You should consult your own tax advisor for a complete description of the tax consequences to you of a sale of Shares pursuant to the Repurchase Offer.

The sale of Shares pursuant to the Repurchase Offer will be a taxable transaction for Federal income tax purposes, either as a “sale or exchange,” or under certain circumstances, as a “dividend.” In general, the transaction should be treated as a sale or exchange of the Shares under Section 302 of the Code, if the receipt of cash (a) is “substantially disproportionate” with respect to the stockholder, (b) results in a “complete redemption” of the stockholder’s interest, or (c) is “not essentially equivalent to a dividend” with respect to the stockholder. In determining whether any of these tests has been met, Shares actually owned, as well as Shares considered to be owned by the stockholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account. A “substantially disproportionate” distribution generally requires a reduction of at least 20% in the stockholder’s proportionate interest in the Fund after all Shares are tendered. A “complete redemption” of a stockholder’s interest generally requires that all Shares of the Fund owned by such stockholder be disposed of. A distribution “not essentially equivalent to a dividend” requires that there be a “meaningful reduction” in the stockholder’s proportionate interest in the Fund, which should be the case if the stockholder has a minimal interest in the Fund, exercises no control over Fund affairs and suffers a reduction in the stockholder’s proportionate interest in the Fund.

If the sale of your Shares meets any of these three tests for “sale or exchange” treatment, you will recognize gain or loss equal to the difference between the amount of cash received pursuant to the Repurchase Offer and the adjusted tax basis of the Shares sold. Such gain or loss will be a capital gain or loss if the Shares sold have been held by you as a capital asset. In general, capital gain or loss with respect to Shares sold will be long-term capital gain or loss if the holding period for such Shares is more than one year. Any loss upon the sale or exchange of Shares held for six months or less will be treated as long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain) by the stockholder. The allowance of losses may be subject to statutory limitations.

If none of the Code Section 302 tests described above is met, you may be treated as having received, in whole or in part, a taxable dividend, tax-free return of capital or taxable capital gain, depending on whether the Fund has sufficient earnings and profits to support a dividend and your tax basis in the Shares. In this case, the tax basis in the Shares tendered to the Fund remaining after any return of capital will be transferred to any remaining Shares held by you in the Fund.

The gross proceeds paid to a stockholder or other payee pursuant to the Repurchase Offer may be subject to a backup withholding tax unless either:

(a) the stockholder has provided the stockholder’s taxpayer identification number/social security number, and certifies under penalty of perjury:

(i) that such number is correct, and

(ii) either that (A) the stockholder is exempt from backup withholding, (B) the stockholder is not otherwise subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service (the “IRS”) has notified the stockholder that the stockholder is no longer subject to backup withholding; or

(b) an exception applies under applicable law and Treasury regulations.

Any amounts withheld as backup withholding tax may be refunded or credited against such stockholder’s U.S. Federal income tax liability, if any, provided that the required information is furnished to the IRS.

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Foreign stockholders may be required to provide Computershare Trust Company, as Depositary Agent, with a completed IRS Form W-8BEN, W-8BEN-E or substitute form, available from the Depositary Agent, in order to avoid withholding on the gross proceeds received pursuant to the Repurchase Offer.

Unless a reduced rate of withholding or a withholding exemption is available under an applicable tax treaty, a stockholder who is a nonresident alien or a foreign entity may be subject to a 30% United States withholding tax on the gross proceeds received by such stockholder, if the proceeds are treated as a “dividend” under the rules described above. Foreign stockholders should consult their tax advisers regarding application of these withholding rules.

Stockholders who sell their Shares pursuant to the Repurchase Offer may be subject to state, local or non-U.S. taxes. Stockholders are urged to consult their own tax advisers regarding specific questions about the U.S. Federal, state, local and non-U.S. tax consequences to them selling their Shares pursuant to the Repurchase Offer.

13. REQUESTS FOR REPURCHASE IN PROPER FORM. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee may request to tender some or all of their Shares by contacting their broker or financial adviser at such firm and indicating that they desire to tender their Shares. All repurchase requests MUST be received in proper form by your broker or financial adviser on or before 5:00 p.m., Eastern Time, on November 14, 2023.

Registered stockholders may request to tender some or all of their Shares by delivering or mailing a Letter of Transmittal (together with certificates, if applicable, and other required documents) to the Depositary Agent at the appropriate address and in accordance with the instructions set forth in this Repurchase Offer Statement. To tender Shares properly, the certificates representing the Shares being tendered (if applicable), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal must be received prior to the Repurchase Offer Request Deadline by the Depositary Agent. The method of delivery of the certificates representing Shares being tendered (if applicable), Letter of Transmittal, and any other documents to the Depositary Agent is at the option and risk of the registered stockholder. The registered stockholder has the responsibility to cause the certificates representing Shares being tendered (if applicable), Letter of Transmittal and any other documents to be timely delivered. Letters of Transmittal and certificates representing Shares being tendered (if applicable) should not be sent or delivered directly to the Fund.

All questions as to validity, form, eligibility (including time of receipt) and acceptance of tenders of Shares will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of Shares determined not to be in appropriate form or to refuse to accept for payment, purchase or pay for any Shares if, in the opinion of the Fund or the Fund’s counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Repurchase Offer or any defect in any tender of Shares whether generally or with respect to any particular Share(s) or stockholder(s). The Fund’s interpretations of the terms and conditions of the Repurchase Offer shall be final and binding. Unless waived, any defects or irregularities in connection with tenders of Shares must be cured within such times as the Fund shall determine. Tenders of Shares will not be deemed to have been made until the defects or irregularities have been cured or waived. None of the Fund, the Depositary Agent, the Adviser or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of the foregoing persons will incur any liability for failure to give any such notice.

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None of the Fund, its Board of Directors or the Adviser is making any recommendation to any stockholder as to whether to tender or refrain from tendering Shares pursuant to the Repurchase Offer. Each stockholder is urged to read and evaluate the Repurchase Offer Statement and Letter of Transmittal (in the case of registered stockholders) carefully.

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No person has been authorized to make any recommendation on behalf of the Fund as to whether stockholders should tender or refrain from tendering Shares pursuant to the Repurchase Offer. No person has been authorized to give any information or to make any representations in connection with the Repurchase Offer other than those contained in this Repurchase Offer Statement and the attached Letter of Transmittal (in the case of registered stockholders). If given or made, any such recommendation and any such information and representation must not be relied upon as having been authorized by the Fund, its Board of Directors or the Adviser.

If you tender Shares pursuant to the Repurchase Offer, tendered Shares will not be entitled to receive any Fund dividend or distribution with a record date on or after November 22, 2023.

For the Fund’s most current NAV, market price per Share and other information, you may contact BlackRock Advisors, LLC, the Fund’s investment adviser (the “Adviser”), at 1-800-882-0052, view online at https://www.blackrock.com/investing/products/240273/blackrock-enhanced-government- fund-inc-usd-fund, or contact your broker or financial adviser, or in the case of a registered stockholder, the Depositary Agent.

Date: October 13, 2023

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DEPOSITARY AGENT

For Information Call:

Computershare Trust Company

(800) 699-1236

REPO_EGF_1023

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Letter of Transmittal

to Tender Shares of

BlackRock Enhanced Government Fund, Inc.

Pursuant to the Repurchase Offer Statement

October 13, 2023

The Depositary Agent for the Offer is:

Computershare Trust Company

Telephone: (800) 699-1236

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This Letter of Transmittal is to be completed by stockholders of BlackRock Enhanced Government Fund, Inc. (the “Purchaser”) if certificates representing Shares (as defined below) are to be forwarded herewith.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET

FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ

CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

Ladies and Gentlemen:

The undersigned hereby tenders the above-described shares of common stock (“Shares”) of BlackRock Enhanced Government Fund, Inc. pursuant to the Purchaser’s offer to repurchase Shares at the net asset value (“NAV”) per Share on the repurchase offer pricing date, subject to a repurchase fee described in the Repurchase Offer Statement (as defined below), net to the seller in cash, upon the terms and subject to all of the conditions set forth in the Repurchase Offer Statement, dated October 13, 2023 (the “Repurchase Offer Statement”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Repurchase Offer Statement and any amendments or supplements hereto or thereto, collectively constitute the “Offer”).

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and subject to, and effective upon, acceptance for payment of Shares tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all Shares that are being tendered hereby and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares that are declared, paid or distributed in respect of a record date on or after November 22, 2023 (collectively, “Distributions”) and irrevocably appoints Computershare Trust Company (the “Depositary Agent”) the true and lawful agent of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates representing such Shares (and all Distributions) (“Share Certificates”), if applicable, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and all Distributions) for transfer on the books of the Purchaser and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the Purchaser, as the attorney and proxy of the undersigned, each with full power of substitution, to vote in such manner as such attorney and proxy or his substitute shall, in its sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of such vote or other action and all Shares and other securities issued in Distributions in respect of such Shares, which the undersigned is entitled to vote at any meeting of stockholders of the Purchaser (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in Shares tendered hereby, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by the Purchaser in accordance with the other terms of the Offer. Such acceptance for payment shall revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to such Shares (and all Shares and other securities issued as Distributions in respect of such Shares), and no subsequent proxies, powers of attorney, consents or revocations may be given by the undersigned with respect thereto (and if given will not be deemed effective). The undersigned understands that, in order for Shares (and Distributions) to be deemed validly tendered, immediately upon the Purchaser’s acceptance of such Shares for payment, the Purchaser must be able to exercise

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full voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, voting at any meeting of the Purchaser’s stockholders. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer Shares tendered hereby and all Distributions, that when such Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restriction, charges and encumbrances, and that none of such Shares and Distributions will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the Depositary Agent or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary Agent for the account of the Purchaser all Distributions in respect of Shares tendered hereby, accompanied by appropriate documentation of transfer, and pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of Shares tendered hereby, or deduct from such purchase price, the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Repurchase Offer Statement, this tender is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in the Repurchase Offer Statement and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. The Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms or conditions of any such extension or amendment).

Unless otherwise indicated below in the box entitled “Special Payment Instructions,” the undersigned is requesting that the check for the purchase price of all Shares purchased from the undersigned pursuant to the Offer and, if applicable, a Direct Registration System (“DRS”) statement, evidencing Shares held for the undersigned in an electronic book-entry account maintained by the Depositary Agent, representing the number of Shares not tendered or not accepted for payment, be issued in the name(s) of the registered stockholder(s) appearing above under “Description of Shares Tendered”. Similarly, unless otherwise indicated below in the box entitled “Special Delivery Instructions,” the undersigned is requesting that the check for the purchase price of all Shares purchased from the undersigned pursuant to the Offer and, if applicable, a DRS statement, evidencing Shares held for the undersigned in an electronic book-entry account maintained by the Depositary Agent, representing the number of Shares not tendered or not accepted for payment, be mailed to the address of the registered stockholder(s) appearing above under “Description of Shares Tendered.”

In the event that the boxes below entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, the undersigned is requesting that the check for the purchase price of all Shares purchased from the undersigned pursuant to the Offer and, if applicable, a DRS statement, evidencing Shares held for the undersigned in an electronic book-entry account maintained by the Depositary Agent, representing the number of Shares not tendered or not accepted for payment be issued and mailed to the person(s) so indicated. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions or the Special Delivery Instructions, to make any payment or to transfer any Shares from the name of the registered stockholder(s) thereof if the Purchaser does not accept for payment any Shares tendered by the undersigned pursuant to the Offer. If Shares are held in book-entry form only, the Shares purchased will be debited from the book-entry account of the undersigned.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing being an “Eligible Institution”) unless (i) this Letter of Transmittal is signed by the registered stockholder(s) of Shares tendered hereby and such stockholder(s) has (have) not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used only if Shares being tendered are to be forwarded herewith or if Shares being tendered are held in book-entry form on the books of the Depositary Agent. Share Certificates evidencing all physically tendered Shares, as well as a properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Depositary Agent at one of its addresses set forth below prior to the Repurchase Offer Request Deadline (as defined in Section 1 of the Repurchase Offer Statement). If Share Certificates are forwarded to the Depositary Agent in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. If Shares are held in book-entry form, please indicate the number of Shares being tendered in the box titled “Number of Shares Tendered” on this Letter of Transmittal.

The method of delivery of this Letter of Transmittal, Shares and all other required documents is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal, all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided under “Description of Shares Tendered” is inadequate, the Share Certificate numbers (if applicable), the number of Shares evidenced by such Share Certificates (if applicable) and the number of Shares tendered should be listed on a separate signed schedule and attached hereto.

4. Partial Tenders. If fewer than all Shares evidenced by any Share Certificate delivered to the Depositary Agent herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In such cases, a DRS statement evidencing the remainder of Shares that were evidenced by the Share Certificates delivered to the Depositary Agent herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions,” as soon as practicable after the Repurchase Offer Request Deadline or the termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered stockholder(s) of Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates or DRS statement, evidencing such Shares without alteration, enlargement or any other change whatsoever.

If any Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

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If any Shares tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.

If this Letter of Transmittal is signed by the registered stockholder(s) of Shares tendered hereby, no endorsements of Share Certificates or separate stock powers are required, unless payment is to be made to, or DRS statements evidencing Shares not tendered or not accepted for payment are to be issued in the name of, a person other than the registered stockholder(s). If this Letter of Transmittal is signed by a person other than the registered stockholder(s) of the Shares tendered, the Share(s) tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered stockholder(s) appear(s) on the Share Certificate(s) or DRS statement. Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser, in its sole discretion, of such person’s authority so to act must be submitted.

6. Stock Transfer Taxes. Stock transfer taxes may be applicable under certain circumstances. You should consult your own tax advisor for a complete description of the tax consequences to you of any sale of transfer of Shares pursuant to the Offer.

7. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued in the name of, and/or DRS statements evidencing Shares not tendered or not accepted for payment are to be issued in the name of and/or returned to, a person other than the person(s) signing this Letter of Transmittal or if such check or any such DRS statements are to be sent to a person other than the signer of this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled “Description of Shares Tendered,” the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” herein, as appropriate, must be completed.

8. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Depositary Agent at the address or telephone number set forth below. Additional copies of the Repurchase Offer Statement, this Letter of Transmittal, and the Guidelines for Certification of Taxpayer Identification Number on Form W-9 may be obtained from the Depositary Agent.

9. Important Tax Information. Under Federal income tax law, a stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary Agent (as payer) with the stockholder’s correct taxpayer identification number, which is accomplished by completing and signing the enclosed Form W-9.

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This Letter of Transmittal and, if applicable, Share Certificates and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary Agent at one of its addresses set forth below:

The Depositary Agent for the Offer is:

Telephone: (800) 699-1236

Questions or requests for assistance may be directed to the Depositary Agent at its

respective address above, and at its telephone number listed below.

Additional copies of the Repurchase Offer Statement and this Letter of Transmittal

may be obtained from the Depositary Agent.

A stockholder may also contact brokers, dealers, commercial banks or trust companies

for assistance concerning the Offer.

For Information call:

Computershare Trust Company

(800) 699-1236

Print or type.

See Specific Instructions on page 3.

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.