UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 1)

                       BLACKROCK ENHANCED GOVERNMENT FUND
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   09255K108
                                  -----------
                                 (CUSIP Number)

                               December 31, 2011
             Date of Event Which Requires Filing of this Statement)

Check  the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      /_X_/     Rule 13d-1(b)
      /___/     Rule 13d-1(c)
      /___/     Rule 13d-1(d)

      *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. 09255K108

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1)    Names of Reporting Persons.
      I.R.S. Identification Nos. of Above Persons (entities only)

      NEWGATE CAPITAL MANAGEMENT LLC, IRS ID # 04-2941344
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2)    Check the Appropriate Box if a Member of a Group     (a) [   ]
      (See Instructions)                                   (b) [   ]

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3)    SEC Use Only

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4)    Citizenship or Place of Organization

      DELAWARE
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      Number of Shares    5)     Sole Voting Power          279,041
      Beneficially          ---------------------------------------------------
      Owned by Each       6)     Shared Voting Power          2,350
      Reporting             ---------------------------------------------------
      Person With         7)     Sole Dispositive Power     279,041
                            ---------------------------------------------------
                          8)     Shared Dispositive Power     2,350

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9)    Aggregate Amount Beneficially Owned by Each Reporting Person

      281,391
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10)   Check if the Aggregate Amount in Row (9) Excludes
      Certain Shares (See Instructions)                               [  ]

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11)   Percent of Class Represented by Amount in Item 9

       2.4%
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12)   Type of Reporting Person (See Instructions)

      IA
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ITEM 1.

(A)   NAME OF ISSUER BLACKROCK ADVISORS LLC

(B)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE

            BlackRock Funds
            100 Bellevue Parkway
            Wilmington, Delaware 19809

ITEM 2.

(A)   NAME OF PERSONS FILING

            NEWGATE CAPITAL MANAGEMENT LLC

(B)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE

            One Sound Shore Drive
            Greenwich, CT  06830

(C)   CITIZENSHIP

            USA

(D)   TITLE OF CLASS OF SECURITIES

            COMMON STOCK

(E)   CUSIP NUMBER

            09255K108

ITEM 3.

      If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b)
      or (c), check whether the person filing is a:

      (a)   ___ Broker  or  dealer  registered  under  section 15 of the Act (15
            U.S.C. 78c).

      (b)   ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c)   ___ Insurance  company as defined in  section 3(a)19) of the Act (15
            U.S.C. 78c).

      (d)   ___ Investment Company  registered under section 8 of the Investment
            Company Act of 1940 (15 U.S.C. 80a-8).

      (e)   _X_ An investment adviser in accordance with 240.13d- 1(b)1)(ii)(E).

      (f)   ___ An employee  benefit  plan  or endowment fund in accordance with
            240.13d-1(b)(1)(ii)(F).

      (g)   ___ A parent  holding  company  or control person in accordance with
            240.13d-1(b)(1)(ii)(G)





      (h)   ___ A savings  association as defined in section 3(b) of the Federal
            Deposit Insurance Act (12 U.S.C. 1813).

      (i)   ___ A church  plan  that  is  excluded  from  the  definition  of an
            investment  company under section 3(c)(14) of the Investment Company
            Act of 1940 (15 U.S.C. 80a-3).

      (j)   ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

ITEM 4.  OWNERSHIP.

      Provide  the  following  information  regarding  the  aggregate number and
      percentage of the class of securities of the issuer identified in Item 1.

      (a)   Amount beneficially owned: 281,391

      (b)   Percent of class: 2.4%

      (c)   Number of shares as to which the person has:

            (i)   Sole power to vote or to direct the vote: 279,041

            (ii)  Shared power to vote or to direct the vote: 2,350

            (iii) Sole power to dispose or to direct the disposition of: 279,041

            (iv)  Shared power to dispose or to direct the disposition of: 2,350

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

      If  this  statement  is being filed to report the fact that as of the date
      hereof  the reporting person has ceased to be the beneficial owner of more
      than five percent of the class of securities, check the following. [X]

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP





ITEM 10. CERTIFICATION.

      (a)  The  following  certification  shall  be included if the statement is
      filed pursuant to ss.240.13d-1(b):

            By  signing  below  I  certify that, to the best of my knowledge and
            belief,  the securities referred to above were acquired and are held
            in the ordinary course of business and were not acquired and are not
            held  for  the  purpose  of  or  with  the  effect  of  changing  or
            influencing the control of the issuer of the securities and were not
            acquired  and are not held in connection with or as a participant in
            any transaction having that purpose or effect.

      (b)  The  following  certification  shall  be included if the statement is
      filed pursuant to ss.240.13d-1(c):

            By  signing  below  I  certify that, to the best of my knowledge and
            belief,  the  securities referred to above were not acquired and are
            not  held  for  the  purpose  of  or  with the effect of changing or
            influencing the control of the issuer of the securities and were not
            acquired  and are not held in connection with or as a participant in
            any transaction having that purpose or effect.


                                   SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                           Dated:     February 1, 2012

                                           Signature: /s/ Sonia Rosenbaum
                                                      -------------------
                                           Name:      Sonia Rosenbaum, Ph.D.

                                           Title:     Managing Director