EATON VANCE MUTUAL FUNDS TRUST
N-30D, 1997-03-04
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<PAGE>
INVESTMENT ADVISER OF
GOVERNMENT OBLIGATIONS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110


ADMINISTRATOR OF EV TRADITIONAL
GOVERNMENT OBLIGATIONS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110


PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260


CUSTODIAN
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537


TRANSFER AGENT
First Data Investor Services Group
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
(800) 262-1122


INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109



This report must be preceded or accompanied by a current prospectus which
contains more complete information on the Fund, including its distribution plan,
sales charges and expenses. Please read the prospectus carefully before you
invest or send money.


EV TRADITIONAL GOVERNMENT
   OBLIGATIONS FUND
24 FEDERAL STREET
BOSTON, MA 02110                                                    T-GOSRC-2/97



EV TRADITIONAL

GOVERNMENT

OBLIGATIONS

FUND



ANNUAL

SHAREHOLDER REPORT

DECEMBER 31, 1996
<PAGE>
To Shareholders

EV Traditional Government Obligations Fund had a total return of 4.5% for the
year ended December 31, 1996. That return included dividends of $0.812 per
share, offset in part by a decline in the Fund's net asset value per share of
$0.34, from $11.02 on December 31, 1995, to $10.68 on December 31, 1996. The
Fund's return does not include the effect of the Fund's 3.75% maximum applicable
sales charge.

For comparison, the Lehman Intermediate Government Index* - an unmanaged index
of intermediate-term U.S. government securities -- had a total return of 4.1%
during the same period. The Lehman Brothers Government/Corporate Bond Index --
an unmanaged index of government and corporate bonds with longer maturities --
had a total return of only 2.9% for the same period.

Based on the Fund's most recent dividend and its net asset value per share of
$10.68 on December 31, 1996, the Fund's annualized distribution rate was 7.58%.

Throughout 1996, the economy continued along a path of moderate growth and low
inflation, ordinarily a favorable backdrop for the fixed-income markets. Yet,
given the relatively stable economic trends, the bond market was unusually
volatile.

The bond market seemed poised to move higher in January when the Federal Reserve
lowered the Federal funds rate -- the rate banks pay for overnight loans and a
key short-term interest rate barometer -- to 5.25%. However, those hopes were
dampened by employment reports in March and April that showed relatively strong
job creation. Although the Fed indicated a bias for higher rates in its public
statements, it nonetheless left short-term rates unchanged through the remainder
of the year. Meanwhile, yields for five-year Treasury notes rose to 6.1% at the
end of 1996 from 5.6% at the beginning of the year.

In this difficult environment for fixed-income investors, mortgage-backed
securities outperformed Treasuries. Yield spreads between Treasuries and
mortgage-backed securities narrowed in 1996 as investors were drawn to the
attractive yields and high quality of U.S. government-guaranteed mortgage
securities.

By most measures, the economy continues to generate steady-but-unspectacular
growth, accompanied by manageable inflation. While past trends and relationships
may not hold in the future, such an economic environment normally has been
favorable for investors in mortgage-backed securities. We believe that EV
Traditional Government Obligations Fund with its emphasis on the seasoned sector
of the mortgage securities market will continue to provide attractive
competitive returns for conservative fixed-income investors.

[Photo of M. Dozier Gardner]

    Sincerely,

/s/ M. Dozier Gardner
    M. Dozier Gardner
    President
    February 20, 1997


*It is not possible to invest directly in the Indices.
<PAGE>
Management Report

An Interview with Susan Schiff, Portfolio Manager of Government Obligations
Portfolio.

Q.  SUSAN, HOW WOULD YOU DESCRIBE THE MORTGAGE SECURITIES MARKET IN 1996?

A.  While the Treasury market suffered during the year from increasing
    volatility, mortgage-backed securities (MBS) fared somewhat better. Even as
    the Treasury market was declining, yield spreads for generic mortgage
    securities narrowed significantly: from approximately 140 basis points
    (1.4%) over Treasury bonds with similar durations at the beginning of the
    year to around 100 basis points (1%) at year-end. Among seasoned mortgages,
    the sector we focus on, spreads narrowed from 110 basis points to around 75
    basis points.

Q.  HOW WOULD YOU ASSESS THE FUND'S PERFORMANCE DURING THE YEAR?

A.  The Fund's total return of 4.5% was significantly above that of the average
    of all Short/Intermediate Government funds, according to Lipper Analytical
    Services, Inc., a mutual fund ranking service. The Fund maintained its focus
    on the seasoned sector of the mortgage market and also its relatively low
    duration - around 2.8 years early in the year and 3.3 years at year-end -
    which made it less vulnerable to the interest rate volatility that
    characterized 1996.

================================================================================
    Fund shares are not guaranteed by the FDIC and are not deposits or other
obligations of, or guaranteed by, any depository institution. Shares are subject
      to investment risks, including possible loss of principal invested.
================================================================================

Q.  WHY DID MORTGAGE SPREADS NARROW DURING THE YEAR?

A.  Spreads narrowed for several reasons. First, investors were increasingly
    looking for vehicles that could provide above-average yields.

    Another factor was that, as interest rates started to climb in the U.S.,
    estimates for prepayment rates began to fall. As prepayment rates fall,
    investors historically move to the higher yields that mortgage-backed
    securities offer.

                                                         [Photo of Susan Schiff]
                                                               SUSAN SCHIFF

    Finally, seasoned mortgages, in particular, received much more attention
    from institutional investors. Many of the proprietary mortgage security
    indices now include a representative sampling of seasoned mortgages. That
    has led to increased demand from institutional buyers.

Q.  WHAT IMPACT DO RISING INTEREST RATES HAVE ON PREPAYMENT RATES?

A.  Typically, in a rising interest rate environment, prepayment rates for
    generic mortgages slow somewhat. Understandably, homeowners are less
    inclined to refinance their mortgages when rates are on the rise. As a
    result, the durations of these generic mortgage-backed securities generally
    increase.

Q.  AND HOW DO SEASONED MORTGAGE SECURITIES DIFFER?

A.  Unlike generic mortgages, which may have wide fluctuations in prepayment
    rates, seasoned mortgages - the Fund's primary investment universe - tend to
    enjoy relatively stable prepayment rates even as interest rate conditions
    change. That relative stability of prepayment rates gives investors a major
    advantage.

    First, cash flows are more predictable, making it less likely that an
    investor will have to reinvest unanticipated prepayments at disadvantageous
    interest rates. And second, more stable prepayment rates make the securities
    less price-sensitive to changing interest rates.

Q.  WHAT IS YOUR OUTLOOK FOR THE MARKET IN THE YEAR AHEAD?

A.  The economy, while far from robust, has shown signs of picking up steam in
    the past couple of months. In my view, there is relatively little room for
    lower interest rates. By the same token, the economy doesn't appear strong
    enough to generate significant inflation. Therefore, while it's difficult to
    predict interest rate trends, we are very likely to see a relatively stable
    rate environment. That should be a reasonably good scenario for investors in
    mortgage-backed securities. And, in my view, the mortgage-backed securities
    market will continue to offer good opportunities for investors seeking
    quality and above-average yields.

- --------------------------------------------------------------------------------
THE PORTFOLIO'S SEASONED, MORTGAGE-BACKED SECURITIES HAVE HELPED CONTRIBUTE TO
ITS RELATIVE SHARE PRICE STABILITY.

The purple line represents the annualized monthly principal prepayment rates of
the Portfolio's seasoned, mortgage-backed securities.

The black line represents the annualized monthly principal prepayment rates of
generic 30-year FNMA 9% mortgage-backed securities.

Source: Lehman Brothers; Bloomberg, L.P.; Eaton Vance Management

- ------------------------------------------------------------------------------
Date          Generic        Seasoned
- ------------------------------------------------------------------------------
Mar 91          5             13.4
Apr 91          6.1           12.8
May 91          7             16.1
Jun 91          6.7           16.2
Jul 91          6.6           16.5
Aug 91          6.2           16.1
Sep 91          5.5           15.2
Oct 91          6.3           15.5
Nov 91          7.8           14.1
Dec 91         10.3           15.4
Jan 92         13.2           15.7
Feb 92         19.7           18.1
Mar 92         26.5           22.4
Apr 92         22.8           22.5
May 92         18.3           22.2
Jun 92         18.1           19.5
Jul 92         19.2           14.2
Aug 92         31.1           16.5
Sep 92         46.9           14.1
Oct 92         52.4           17.3
Nov 92         50.2           17.8
Dec 92         45.5           18.5
Jan 93         29.5           18.1
Feb 93         25.3           15.3
Mar 93         42.3           17.2
Apr 93         58.3           18.2
May 93         61.9           18.7
Jun 93         63             21.4
Jul 93         54.3           22.4
Aug 93         56             21.9
Sep 93         57.2           24.6
Oct 93         58             21.2
Nov 93         62.2           22.6
Dec 93         62.7           27.6
Jan 94         50.9           23.9
Feb 94         43.2           21.1
Mar 94         49.7           23.5
Apr 94         40.7           23.4
May 94         32             23.3
Jun 94         25             20.5
Jul 94         19.5           17.2
Aug 94         20.1           15.9
Sep 94         17.5           14.3
Oct 94         14.1           14.5
Nov 94         12.1           11.8
Dec 94         10.8           13.7
Jan 95          7             10.5
Feb 95          6.3           10.6
Mar 95          7.7           11.1
Apr 95          8             12.4
May 95         13.9           12.7
Jun 95         15.7           12.8
Jul 95         21             13.5
Aug 95         24.6           15.8
Sep 95         19.8           14.4
Oct 95         21.1           14.7
Nov 95         21.2           14.5
Dec 95         23.5           13.2
Jan 96         22.9           12.6
Feb 96         27.3           14.3
Mar 96         29.9           17.2
Apr 96         29.9           17
May 96         24.5           19
Jun 96         17.7           15.2
Jul 96         17             15.5
Aug 96         15.4           14.5
Sep 96         14.9           14.3
Oct 96         15.7           13.2
Nov 96         15.4           13  
Dec 96         18.1           13.4

This chart compares the prepayment rates of the Portfolio's seasoned FNMA
securities with those of unseasoned generic FNMA securities. The data starts at
the Fund's inception in March 1991 and extends through December 1996. The
Headline reads: "The Portfolio's Seasoned Mortgage Securities Have Helped
Contribute to its Share Price Stability."

<PAGE>
- --------------------------------------------------------------------------------
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EV TRADITIONAL
GOVERNMENT OBLIGATIONS FUND, THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT
BOND INDEX AND THE LIPPER SHORT-INTERMEDIATE US GOVERNMENT FUNDS AVERAGE

From December 31, 1986, through December 31, 1996

- --------------------------------------------------------------------
    AVERAGE ANNUAL             1          5        10       Value at
        RETURNS               Year      Years     Years     12/31/96
- --------------------------------------------------------------------
With Max. Sales Charge        0.6%       5.3%      7.4%     $20,420
- --------------------------------------------------------------------
Without Max. Sls. Chg.        4.5%       6.1%      7.8%     $21,213
- --------------------------------------------------------------------

EVGOX vs. LB Int. Govt. Bond Index & Lipper Int. US Govt. Fund Avg.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                              EV Traditional                Fund,                 Lehman Brothers              Lipper
                                Government                including                Intermediate           Short-Intermediate
                               Obligations                 maximum                  Government               US Government
 Date                            Fund                    sales charge               Bond Index               Funds Average
- --------                      --------------             ------------             ---------------         ------------------
<C>                             <C>                        <C>                        <C>                       <C>    
12/31/86                        $10,000                     $9,626                    $10,000                   $10,000
 1/31/87                        $10,090                     $9,713                    $10,090                   $10,103
 2/28/87                        $10,197                     $9,816                    $10,141                   $10,161
 3/31/87                        $10,172                     $9,792                    $10,118                   $10,132
 4/30/87                        $10,038                     $9,663                     $9,939                    $9,940
 5/31/87                        $10,038                     $9,663                     $9,917                    $9,929
 6/30/87                        $10,141                     $9,762                    $10,034                   $10,046
 7/31/87                        $10,093                     $9,716                    $10,056                   $10,060
 8/31/87                        $10,109                     $9,731                    $10,030                   $10,039
 9/30/87                        $10,011                     $9,637                     $9,905                    $9,915
10/31/87                        $10,186                     $9,806                    $10,200                   $10,175
11/30/87                        $10,301                     $9,916                    $10,261                   $10,244
12/31/87                        $10,417                    $10,027                    $10,361                   $10,332
 1/31/88                        $10,721                    $10,320                    $10,618                   $10,590
 2/28/88                        $10,854                    $10,448                    $10,730                   $10,698
 3/31/88                        $10,812                    $10,408                    $10,685                   $10,657
 4/30/88                        $10,789                    $10,386                    $10,667                   $10,645
 5/31/88                        $10,766                    $10,364                    $10,616                   $10,610
 6/30/88                        $10,941                    $10,532                    $10,789                   $10,762
 7/31/88                        $10,907                    $10,500                    $10,756                   $10,759
 8/31/88                        $10,912                    $10,504                    $10,770                   $10,767
 9/30/88                        $11,092                    $10,677                    $10,957                   $10,919
10/31/88                        $11,263                    $10,842                    $11,108                   $11,052
11/30/88                        $11,199                    $10,780                    $11,012                   $10,998
12/31/88                        $11,194                    $10,776                    $11,023                   $11,011
 1/31/89                        $11,310                    $10,887                    $11,134                   $11,114
 2/28/89                        $11,262                    $10,841                    $11,086                   $11,097
 3/31/89                        $11,213                    $10,794                    $11,138                   $11,134
 4/30/89                        $11,483                    $11,054                    $11,363                   $11,297
 5/31/89                        $11,715                    $11,277                    $11,582                   $11,478
 6/30/89                        $12,011                    $11,562                    $11,877                   $11,695
 7/31/89                        $12,288                    $11,829                    $12,119                   $11,873
 8/31/89                        $12,131                    $11,678                    $11,955                   $11,781
 9/30/89                        $12,198                    $11,742                    $12,012                   $11,838
10/31/89                        $12,482                    $12,015                    $12,265                   $12,039
11/30/89                        $12,593                    $12,123                    $12,386                   $12,140
12/31/89                        $12,673                    $12,199                    $12,422                   $12,191
 1/31/90                        $12,565                    $12,095                    $12,345                   $12,138
 2/28/90                        $12,590                    $12,119                    $12,391                   $12,186
 3/31/90                        $12,638                    $12,166                    $12,405                   $12,226
 4/30/90                        $12,561                    $12,092                    $12,363                   $12,196
 5/31/90                        $12,839                    $12,359                    $12,628                   $12,428
 6/30/90                        $13,015                    $12,528                    $12,793                   $12,577
 7/31/90                        $13,204                    $12,711                    $12,972                   $12,739
 8/31/90                        $13,113                    $12,623                    $12,926                   $12,713
 9/30/90                        $13,223                    $12,728                    $13,041                   $12,811
10/31/90                        $13,393                    $12,892                    $13,222                   $12,959
11/30/90                        $13,624                    $13,115                    $13,422                   $13,154
12/31/90                        $13,809                    $13,293                    $13,607                   $13,324
 1/31/91                        $13,971                    $13,449                    $13,747                   $13,453
 2/28/91                        $14,035                    $13,510                    $13,831                   $13,526
 3/31/91                        $14,101                    $13,574                    $13,907                   $13,599
 4/30/91                        $14,267                    $13,734                    $14,050                   $13,736
 5/31/91                        $14,333                    $13,797                    $14,129                   $13,817
 6/30/91                        $14,388                    $13,850                    $14,140                   $13,822
 7/31/91                        $14,532                    $13,989                    $14,293                   $13,974
 8/31/91                        $14,821                    $14,267                    $14,564                   $14,229
 9/30/91                        $15,059                    $14,496                    $14,812                   $14,466
10/31/91                        $15,260                    $14,689                    $14,981                   $14,628
11/30/91                        $15,409                    $14,833                    $15,156                   $14,777
12/31/91                        $15,801                    $15,210                    $15,525                   $15,112
 1/31/92                        $15,642                    $15,057                    $15,375                   $14,949
 2/28/92                        $15,708                    $15,121                    $15,423                   $14,994
 3/31/92                        $15,597                    $15,014                    $15,361                   $14,944
 4/30/92                        $15,664                    $15,078                    $15,500                   $15,064
 5/31/92                        $15,842                    $15,250                    $15,731                   $15,279
 6/30/92                        $16,039                    $15,439                    $15,957                   $15,484
 7/31/92                        $16,279                    $15,670                    $16,264                   $15,736
 8/31/92                        $16,435                    $15,821                    $16,429                   $15,881
 9/30/92                        $16,664                    $16,041                    $16,656                   $16,053
10/31/92                        $16,519                    $15,901                    $16,456                   $15,868
11/30/92                        $16,447                    $15,832                    $16,387                   $15,816
12/31/92                        $16,636                    $16,015                    $16,602                   $16,009
 1/31/93                        $16,960                    $16,326                    $16,911                   $16,262
 2/28/93                        $17,271                    $16,625                    $17,159                   $16,465
 3/31/93                        $17,419                    $16,768                    $17,223                   $16,523
 4/30/93                        $17,570                    $16,913                    $17,357                   $16,630
 5/31/93                        $17,555                    $16,898                    $17,310                   $16,602
 6/30/93                        $17,745                    $17,081                    $17,561                   $16,794
 7/31/93                        $17,859                    $17,192                    $17,596                   $16,838
 8/31/93                        $18,083                    $17,407                    $17,858                   $17,055
 9/30/93                        $18,169                    $17,490                    $17,932                   $17,099
10/31/93                        $18,192                    $17,512                    $17,975                   $17,130
11/30/93                        $18,106                    $17,429                    $17,885                   $17,050
12/31/93                        $18,177                    $17,498                    $17,958                   $17,118
 1/31/94                        $18,321                    $17,636                    $18,136                   $17,257
 2/28/94                        $18,124                    $17,446                    $17,888                   $17,062
 3/31/94                        $17,841                    $17,174                    $17,626                   $16,835
 4/30/94                        $17,681                    $17,021                    $17,512                   $16,705
 5/31/94                        $17,667                    $17,007                    $17,524                   $16,685
 6/30/94                        $17,665                    $17,005                    $17,528                   $16,678
 7/31/94                        $17,888                    $17,220                    $17,757                   $16,838
 8/31/94                        $17,933                    $17,262                    $17,809                   $16,874
 9/30/94                        $17,784                    $17,120                    $17,661                   $16,759
10/31/94                        $17,790                    $17,125                    $17,664                   $16,764
11/30/94                        $17,729                    $17,067                    $17,585                   $16,692
12/31/94                        $17,808                    $17,142                    $17,643                   $16,729
 1/31/95                        $18,083                    $17,407                    $17,931                   $16,966
 2/28/95                        $18,440                    $17,751                    $18,277                   $17,245
 3/31/95                        $18,547                    $17,854                    $18,377                   $17,331
 4/30/95                        $18,761                    $18,060                    $18,590                   $17,495
 5/31/95                        $19,240                    $18,520                    $19,115                   $17,908
 6/30/95                        $19,343                    $18,620                    $19,237                   $18,001
 7/31/95                        $19,308                    $18,586                    $19,246                   $18,007
 8/31/95                        $19,531                    $18,801                    $19,406                   $18,153
 9/30/95                        $19,655                    $18,920                    $19,536                   $18,267
10/31/95                        $19,924                    $19,179                    $19,751                   $18,450
11/30/95                        $20,118                    $19,366                    $19,992                   $18,647
12/31/95                        $20,295                    $19,537                    $20,190                   $18,819
 1/31/96                        $20,441                    $19,677                    $20,360                   $18,956
 2/28/96                        $20,214                    $19,458                    $20,144                   $18,778
 3/31/96                        $20,166                    $19,412                    $20,051                   $18,705
 4/30/96                        $20,126                    $19,373                    $19,993                   $18,658
 5/31/96                        $20,080                    $19,329                    $19,983                   $18,643
 6/30/96                        $20,353                    $19,592                    $20,187                   $18,792
 7/31/96                        $20,395                    $19,633                    $20,249                   $18,850
 8/31/96                        $20,391                    $19,629                    $20,272                   $18,865
 9/30/96                        $20,722                    $19,947                    $20,533                   $19,084
10/31/96                        $21,023                    $20,237                    $20,870                   $19,357
11/30/96                        $21,314                    $20,518                    $21,122                   $19,560
12/31/96                        $21,213                    $20,420                    $21,008                   $19,482

Past performance is not indicative of future results. Investment returns and principal value will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original cost. Source: Towers Data Systems, Bethesda, MD.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

FUND PERFORMANCE
In accordance with guidelines issued by the Securities and Exchange Commission,
we are including a performance chart that compares your Fund's total return with
that of a broad-based market index. The lines on the chart represent the total
returns of $10,000 hypothetical investments in the Fund and the unmanaged Lehman
Brothers Intermediate Government Bond Index.

THE TOTAL RETURN FIGURES
The purple lines on the chart represent the Fund's performance. The Fund's total
return figure reflects fund expenses and portfolio transaction costs, and
assumes the reinvestment of income dividends and capital gain distributions.

The black line represents the performance of the Lehman Brothers Intermediate
Government Bond Index, a broad-based, widely recognized, unmanaged index of U.S.
government bonds. The Index's total return does not reflect any commissions or
expenses that would be incurred if an investor individually purchased or sold
the securities represented in the Index. It is not possible to invest directly
in the Index. The black dotted line represents the performance of the Lipper
Short-Intermediate U.S. Government Fund average. Its performance is included to
indicate how the Fund has performed relative to its competitive universe.
However, the average total rate of return does not include any commissions
incurred if an investor individually purchased or sold the Funds represented in
the Index.
<PAGE>
                     -----------------------------------
                  EV TRADITIONAL GOVERNMENT OBLIGATIONS FUND

                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                              December 31, 1996
- --------------------------------------------------------------------------------
ASSETS:
  Investment in Government Obligations Portfolio (Portfolio),
    at value (Note 1A)                                          $304,417,999
  Receivable for Fund shares sold                                    122,538
                                                                ------------
      Total assets                                              $304,540,537
LIABILITIES:
  Dividends payable                                   $945,362
  Payable for Fund shares redeemed                     554,247
  Payable to affiliates -
    Trustees' fees                                         820
  Accrued expenses                                      76,697
                                                      --------
      Total liabilities                                            1,577,126
                                                                ------------
NET ASSETS for 28,380,431 shares of beneficial interest
  outstanding                                                   $302,963,411
                                                                ============
SOURCES OF NET ASSETS:
  Paid-in capital                                               $342,795,653
  Accumulated net realized loss on investments and
    financial futures transactions from Portfolio
    (computed on the basis of idenitified cost)                  (55,219,668)
  Unrealized appreciation of investments from
    Portfolio
    (computed on the basis of identified cost)                    16,332,788
  Accumulated distributions in excess of net
    investment income                                               (945,362)
                                                                ------------
      Total net assets                                          $302,963,411
                                                                ============
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
  ($302,963,411 / 28,380,431 shares of beneficial interest)        $10.68
                                                                   ======
COMPUTATION OF OFFERING PRICE:
  Offering price per share (100/96.25 of $10.68)                   $11.10
                                                                   ======

On sales of $100,000 or more, the offering price is reduced.


    The accompanying notes are an integral part of the financial statements
<PAGE>

                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
                       For the Year Ended December 31, 1996
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Interest income allocated from Portfolio                        $ 30,693,746
  Expenses allocated from Portfolio                                 (4,959,507)
                                                                  ------------
                                                                  $ 25,734,239
      Total investment income
  Expenses -
    Compensation of Trustees not members of the
    Administrator's organization (Note 5)         $      3,210
    Custodian fee                                       24,076
    Distribution and service fees (Note 6)             619,705
    Transfer and dividend disbursing agent fees        283,674
    Printing and postage                                84,551
    Legal and accounting services                       11,549
    Registration fees                                   22,827
    Miscellaneous                                        7,669
                                                  ------------
      Total expenses                                                 1,057,261
                                                                  ------------
        Net investment income                                     $ 24,676,978
REALIZED AND UNREALIZED LOSS FROM PORTFOLIO:
  Net realized loss (identified cost basis) -
    Investment transactions                       $ (3,202,816)
    Financial futures contracts                       (292,612)
                                                  ------------
        Net realized loss on investments                          $ (3,495,428)
  Change in unrealized appreciation of
    investments                                                     (7,582,158)
                                                                  ------------
        Net realized and unrealized loss on
          investments from Portfolio                               (11,077,586)
                                                                  ------------
          Net increase in net assets resulting from operations    $ 13,599,392
                                                                  ============


    The accompanying notes are an integral part of the financial statements
<PAGE>


<TABLE>
<CAPTION>
                          STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------
                                                                       YEAR ENDED DECEMBER 31,
                                                                  --------------------------------
                                                                      1996                1995
                                                                  ------------        ------------
<S>                                                               <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations -
    Net investment income                                         $ 24,676,978        $ 28,391,483
    Net realized loss on investments                                (3,495,428)        (11,640,757)
    Change in unrealized appreciation (depreciation) of
      investments                                                   (7,582,158)         32,964,114
                                                                  ------------        ------------
      Net increase in net assets from operations                  $ 13,599,392        $ 49,714,840
                                                                  ------------        ------------
  Distributions to shareholders -
    From net investment income                                    $(24,581,667)       $(28,339,410)
                                                                  ------------        ------------
  Net decrease in net assets from Fund share transactions
    (Note 3)                                                      $(45,792,109)       $(47,823,194)
                                                                  ------------        ------------
      Net decrease in net assets                                  $(56,774,384)       $(26,447,764)
NET ASSETS:
  At beginning of year                                             359,737,795         386,185,559
                                                                  ------------        ------------
  At end of year (including accumulated distributions in
    excess of net investment income of $1,070,851 and
    $1,166,162, respectively)                                     $302,963,411        $359,737,795
                                                                  ============        ============
</TABLE>


    The accompanying notes are an integral part of the financial statements
<PAGE>

<TABLE>
<CAPTION>
                                                           FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                                 -----------------------------------------------------------------
                                                                   1996           1995           1994          1993          1992
                                                                 -------        -------        -------       -------       -------
<S>                                                              <C>            <C>            <C>           <C>           <C>
NET ASSET VALUE, beginning of year                               $11.020        $10.420        $11.480       $11.380       $11.800
                                                                 -------        -------        -------       -------       -------
  INCOME FROM OPERATIONS:
    Net investment income                                        $ 0.810        $ 0.807        $ 0.805       $ 0.919       $ 0.975
    Net realized and unrealized gain (loss)
    on investments                                                (0.340)         0.603         (1.029)        0.106        (0.388)
                                                                 -------        -------        -------       -------       -------
        Total income (loss) from operations                      $ 0.470        $ 1.410        $(0.224)      $ 1.025       $ 0.587
                                                                 -------        -------        -------       -------       -------
  LESS DISTRIBUTIONS:
    From net investment income                                   $(0.810)       $(0.810)       $(0.805)      $(0.919)      $(1.007)
    In excess of net investment income                             --             --            (0.031)       (0.006)        --
                                                                 -------        -------        -------       -------       -------
        Total distributions                                      $(0.810)       $(0.810)       $(0.836)      $(0.925)      $(1.007)
                                                                 -------        -------        -------       -------       -------
NET ASSET VALUE, end of year                                     $10.680        $11.020        $10.420       $11.480       $11.380
                                                                 =======        =======        =======       =======       =======
TOTAL RETURN(2)                                                    4.52%         13.97%        (2.03)%         9.26%         5.29%
RATIOS/SUPPLEMENTAL DATA:
  Ratio of interest expense to average net assets                  0.70%*         0.71%*         0.56%*        0.40%*        0.31%
  Ratio of other expenses to average net assets                    1.16%*         1.16%*         1.17%*        1.12%*        1.10%
  Ratio of net investment income to average net assets             7.59%          7.53%          7.70%         7.86%         8.52%
PORTFOLIO TURNOVER**                                               --             --             --              52%           26%
NET ASSETS, end of year (000's omitted)                         $302,963       $359,738       $386,186      $503,150      $468,960
LEVERAGE ANALYSIS:(1)
  Average daily balance of debt outstanding during period
    (000's omitted)                                                --             --             --         $  2,313      $  1,687
  Average weekly balance of shares outstanding during period
    (000's omitted)                                                --             --             --           43,731        37,474
  Average amount of debt per share during period                   --             --             --         $  0.053      $  0.045

  *Includes the Fund's share of Government Obligations Portfolio's allocated expenses.
 **Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making investments directly in
    securities. The Portfolio Turnover for the period since the Fund transferred substantially all of its investable assets to the
    Portfolio is shown in the Portfolio's financial statements which are included elsewhere in this report.
(1)The Leverage Analysis is for the period prior to the date the Fund transferred substantially all of its investable assets to the
    Portfolio. For subsequent periods, the leverage analysis is shown in the Portfolio's financial statements which are included
    elsewhere in this report.
(2)Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
    value on the last day of each period reported. Dividends and distributions, if any, are assumed to be reinvested at the net
    asset value on the payable date. Total return is not computed on an annualized basis.
</TABLE>


    The accompanying notes are an integral part of the financial statements
<PAGE>
                     -----------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Traditional Government Obligations Fund (the Fund) is a diversified entity of
the type commonly known as a Massachusetts business trust and is registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. The Fund is a series of Eaton Vance Mutual Funds Trust
(formerly the Eaton Vance Government Obligations Trust). The Fund invests all of
its investable assets in interests in the Government Obligations Portfolio (the
Portfolio), a New York Trust, having the same investment objective as the Fund.
The value of the Fund's investment in the Portfolio reflects the Fund's
proportionate interest in the net assets of the Portfolio (66.8% at December 31,
1996). The performance of the Fund is directly affected by the performance of
the Portfolio. The financial statements of the Portfolio, including the
portfolio of investments, are included elsewhere in this report and should be
read in conjunction with the Fund's financial statements. The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.

A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is discussed
in Note 1A of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.

B. INCOME -- The Fund's net investment income consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund.

C. FEDERAL TAX -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its taxable income, including any
net realized gain on investments, options and financial futures transactions.
Accordingly, no provision for federal income or excise tax is necessary. At
December 31, 1996, the Fund, for federal income and excise tax purposes, had a
capital loss carryover of $42,090,122 which will reduce the Fund's taxable
income arising from future net realized gain on investment transactions, if any,
to the extent permitted by the Internal Revenue Code, and thus will reduce the
amount of the distributions to shareholders which would otherwise be necessary
to relieve the Fund of any liability for federal income or excise tax. Such
capital loss carryovers will expire on December 31, 1997 $ (4,277,560), December
31, 1998 $(6,941,299), December 31, 1999 $(1,545,746), December 31, 2000
$(5,952,987), December 31, 2002 $(14,269,677), December 31, 2003 $(2,262,938)
and December 31, 2004 $(6,839,915).

D. EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as custodian
to the Fund and the Portfolio. Pursuant to the respective custodian agreements,
IBT receives a fee reduced by credits which are determined based on the average
cash balances the fund or the Portfolio maintains with IBT. All significant
credit balances used to reduce the Fund's custodian fees are reflected as a
reduction of operating expenses on the statement of operations.

E. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
income and expense during the reporting period. Actual results could differ from
those estimates.

- --------------------------------------------------------------------------------
(2) DISTRIBUTIONS TO SHAREHOLDERS
The net income of the Fund is determined daily and substantially all of the net
income so determined is declared as a dividend to shareholders of record at the
time of declaration. Distributions are paid monthly. Distributions of allocated
realized capital gains, if any, are made at least annually. Shareholders may
reinvest capital gain distributions in additional shares of the Fund at the net
asset value as of the ex-dividend date. Distributions are paid in the form of
additional shares or, at the election of the shareholder, in cash. The Fund
distinguishes between distributions on a tax basis and a financial reporting
basis. Generally accepted accounting principles require that only distributions
in excess of tax basis earnings and profits be reported in the financial
statements as a return of capital. Differences in the recognition or
classification of income between the financial statements and tax earnings and
profits which result in over-distributions for financial statement purposes only
are classified as distributions in excess of net investment income or
accumulated net realized gains. Permanent differences between book and tax
accounting relating to distributions are reclassified to paid-in capital. During
the year ended December 31, 1996, reclassifications were made among the Fund's
capital accounts primarily due to the expiration of capital loss carryovers. Net
investment income, net realized gains and net assets were not affected by this
reclassification.

- --------------------------------------------------------------------------------
(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                   ------------------------------------------------------------------
                                                              1996                                1995
                                                   -----------------------------  -----------------------------------
                                                     SHARES            AMOUNT             SHARES            AMOUNT
                                                   ----------       ------------        ----------       ------------ 
<S>                                                <C>              <C>                 <C>              <C>          
Sales                                               1,855,497       $ 19,913,181         2,554,842       $ 27,136,261
Issued to shareholders electing to receive
  payment of distributions in Trust shares          1,112,439         11,926,517         1,310,585         14,149,265
Redemptions                                        (7,221,418)       (77,631,807)       (8,289,876)       (89,108,720)
                                                   ----------       ------------        ----------       ------------ 
        Net decrease                               (4,253,482)      $(45,792,109)       (4,424,449)      $(47,823,194)
                                                   ==========       ============        ==========       ============ 
</TABLE>

- --------------------------------------------------------------------------------
(4) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio for the year
ended December 31, 1996, aggregated $21,324,288 and $93,422,514, respectively.

- --------------------------------------------------------------------------------
(5) TRANSACTIONS WITH AFFILIATES
Eaton Vance Management (EVM) serves as the administrator of the Fund, but
receives no compensation. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of EVM, to render investment advisory services. See
Note 3 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report. Certain of the officers and Trustees of the Fund and
Portfolio are officers and trustees of the above organizations. Except as to
Trustees of the Fund and the Portfolio who are not members of EVM's of BMR's
organization, officers and Trustees receive remuneration for their services to
the Fund out of such investment adviser fee earned by BMR.

- --------------------------------------------------------------------------------
(6) SERVICE PLAN
The Fund adopted a Service Plan on July 7, 1993 designed to meet the
requirements of Rule 12b-1 under the Investment Company Act of 1940 and the
service fee requirements of the revised sales charge rule of The National
Association of Securities Dealers Inc. The Service Plan replaced the Fund's
distribution plan which became effective on July 9, 1984. The Service Plan
provides that the Fund may make service fee payments to the Principal
Underwriter, Eaton Vance Distributors, Inc., a subsidiary of Eaton Vance
Management, Authorized Firms or other persons in amounts not exceeding 0.25% of
the Fund's average daily net assets for any fiscal year. The Trustees have
implemented the Service Plan by authorizing the Fund to make quarterly service
fee payments to the Principal Underwriter and Authorized Firms in amounts not
expected to exceed 0.25% of the Fund's average daily net assets for any fiscal
year which is attributable to shares of the Fund sold by such persons and
remaining outstanding for at least twelve months. Such payments are made for
personal services and/or the maintenance of shareholder accounts. Provision for
service fee payments amounted to $619,705 for the year ended December 31, 1996.
<PAGE>
                      REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
EV TRADITIONAL GOVERNMENT OBLIGATIONS FUND:

We have audited the accompanying statement of assets and liabilities of EV
Traditional Government Obligations Fund a series of Eaton Vance Mutual Funds
Trust (formerly Eaton Vance Government Obligations Trust), as of December 31,
1996, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
ended December 31, 1996. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities held as of
December 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of EV
Traditional Government Obligations Fund, a series of Eaton Vance Mutual Funds
Trust, as of December 31, 1996, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.

                                              COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 31, 1997
<PAGE>
                 --------------------------------------------
                       GOVERNMENT OBLIGATIONS PORTFOLIO

                           PORTFOLIO OF INVESTMENTS

                              DECEMBER 31, 1996

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                 MORTGAGE PASS-THROUGHS - 94.6%
- ------------------------------------------------------------------------------------------------
                                                              PRINCIPAL AMOUNT             VALUE
- ------------------------------------------------------------------------------------------------
<C>                                                                <C>              <C>         
FEDERAL HOME LOAN MORTGAGE CORP. PARTICIPATION CERTIFICATES:
4.5s, with maturity at 2000                                        $    35,225      $     34,816
4.75s, with various maturities to 2002                                  39,531            38,213
5s, with various maturities to 2003                                    547,008           532,289
5.25s, with various maturities to 2005                                 280,440           273,764
5.5s, with various maturities to 2011                                1,116,871         1,095,819
5.75s, with maturity at 1998                                            30,394            30,073
6s, with various maturities to 2022                                  3,266,400         3,215,535
6.25s, with various maturities to 2013                                 784,719           774,897
6.5s, with various maturities to 2022                                9,774,620         9,731,201
6.75s, with various maturities to 2011                               8,194,090         8,215,112
7s, with various maturities to 2019                                 13,231,084        13,318,106
7.25s, with maturity at 2003                                         1,436,984         1,459,947
7.5s, with various maturities to 2019                               16,610,037        16,930,917
7.75s, with various maturities to 2018                               3,644,609         3,728,701
8s, with various maturities to 2026                                 23,387,702        24,127,801
8.25s, with various maturities to 2011                              12,739,769        13,248,009
8.5s, with various maturities to 2024                               25,553,426        26,697,207
8.75s, with various maturities to 2014                               3,198,806         3,355,347
9s, with various maturities to 2020                                  9,971,101        10,567,262
9.25s, with various maturities to 2010                               3,226,416         3,421,127
9.5s, with various maturities to 2016                                1,093,634         1,164,516
10s, with various maturities to 2017                                   247,677           266,754
11s, with various maturities to 2019                                 2,283,131         2,546,899
12s, with various maturities to 2019                                 1,849,311         2,114,257
12.25s, with various maturities to 2019                              3,546,507         4,089,878
12.5, with various maturities to 2019                               10,553,673        12,181,759
12.75s, with various maturities to 2015                              1,481,400         1,710,764
13s, with various maturities to 2019                                 4,194,140         4,902,034
13.25s, with various maturities to 2019                                433,304           511,765
13.5s, with various maturities to 2015                               5,138,048         6,015,469
13.75s, with various maturities to 2014                                 77,914            91,992
14s, with various maturities to 2016                                 2,601,177         3,097,983
14.5s, with various maturities to 2014                                 251,426           302,092
14.75s, with maturity at 2010                                          869,896         1,041,387
15s, with various maturities to 2013                                 1,011,363         1,243,920
15.25s, with maturity at 2012                                          146,326           182,021
15.5s, with various maturities to 2012                                 221,729           272,442
16s, with various maturities to 2012                                   193,676           243,438
16.25s, with various maturities to 2012                                246,354           309,693
                                                                                    ------------
                                                                                    $183,085,206
                                                                                    ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION MORTGAGE BACKED SECURITIES:
0.25s, with maturity at 2014                                       $   215,021      $    177,975
3.5s, with maturity at 2007                                            135,951           124,573
4.5s, with maturity at 1999                                              6,754             6,608
5s, with various maturities to 2017                                    918,091           881,079
5.25s, with various maturities to 2006                                 223,879           216,518
5.5s, with various maturities to 2006                                  641,584           631,116
5.75s, with maturity at 2003                                           150,934           148,870
6s, with various maturities to 2010                                 18,589,538        18,320,436
6.25s, with various maturities to 2007                                 531,751           526,670
6.5s, with various maturities to 2017                                1,489,920         1,475,444
6.75s, with various maturities to 2007                               1,036,908         1,037,932
7s, with various maturities to 2018                                  6,678,466         6,723,125
7.25s, with various maturities to 2017                               1,954,005         1,978,161
7.5s, with various maturities to 2020                               10,968,264        11,159,894
7.75s, with various maturities to 2008                               1,457,637         1,496,350
8s, with various maturities to 2019                                 30,533,382        31,514,234
8.25s, with various maturities to 2020                              12,223,103        12,709,460
8.5s, with various maturities to 2020                               19,216,638        20,096,336
8.75s, with various maturities to 2017                               1,376,416         1,451,580
9s, with various maturities to 2020                                  8,904,329         9,447,509
9.25s, with maturity to 2016                                         4,229,220         4,499,458
9.5s, with maturity at 2009                                            281,865           303,415
9.75s, with maturity at 2019                                           383,565           416,656
11s, with maturity at 2010                                              37,491            41,723
11.75s, with various maturities to 2015                              2,188,895         2,504,862
12s, with various maturities to 2020                                 5,636,192         6,444,271
12.25s, with maturity at 2015                                        3,641,106         4,219,800
12.5s, with various maturities to 2021                               9,134,110        10,567,797
12.75s, with various maturities to 2014                              1,664,462         1,943,091
13s, with various maturities to 2019                                 9,229,912        10,819,747
13.25s, with various maturities to 2015                              2,182,297         2,585,350
13.5s, with various maturities to 2015                               3,699,675         4,408,069
13.75s, with various maturities to 2014                                179,000           214,745
14s, with various maturities to 2014                                   758,379           912,472
14.25s, with various maturities to 2014                                296,106           360,647
14.5s, with various maturities to 2014                                 231,794           281,183
14.75s, with maturity at 2012                                        4,111,887         5,002,898
15s, with various maturities to 2013                                 3,311,144         4,063,568
15.5s, with maturity at 2012                                           999,905         1,247,024
15.75s, with maturity at 2011                                           31,307            39,074
16s, with maturity at 2012                                             378,790           477,810
                                                                                    ------------
                                                                                    $181,477,530
                                                                                    ------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION MORTGAGE BACKED SECURITIES:
5.5s, with maturity at 1999                                        $    30,221      $     29,949
6.5s, with various maturities to 2002                                  524,161           523,776
7.25s, with various maturities to 2022                               4,237,361         4,285,295
7.5s, with maturity at 2017                                          1,038,880         1,063,014
8s, with various maturities to 2017                                 21,249,564        22,055,520
8.25s, with various maturities to 2008                                 547,870           572,399
8.5s, with various maturities to 2018                                4,546,019         4,813,879
9s, with various maturities to 2016                                  5,524,433         5,880,891
11.5s, with maturity at 2013                                           409,896           465,957
12s, with various maturities to 2015                                 3,673,527         4,243,592
12.5s, with various maturities to 2015                               2,072,039         2,429,837
13s, with various maturities to 2014                                 1,286,371         1,526,110
13.5s, with various maturities to 2013                                 350,251           417,217
14s, with various maturities to 2015                                   208,747           252,203
14.5s, with various maturities to 2014                                 509,854           623,099
15s, with various maturities to 2013                                   827,445         1,022,294
16s, with various maturities to 2012                                   412,808           522,846
                                                                                    ------------
                                                                                    $ 50,727,878
                                                                                    ------------
COLLATERALIZED MORTGAGE OBLIGATIONS:
Federal Home Loan Mtg. Corp.
  Series 1188-GC, 7.5%, due 2019, Collateral 100% FHLMC PC         $10,000,000      $ 10,120,310
Federal Home Loan Mtg. Corp.
  Series B Class 3, 12.5%, due 2013,
  Collateral 100% FHLMC PC                                             195,131           225,620
Federal National Mtg. Association
  Series 93-73E, 6.35%, due 2019
  Collateral 100% FNMA MBS                                           3,000,000         2,936,250
Guaranteed Mtg. Corp. III Series H2, 9% due 2015, Collateral
  100% FNMA MBS                                                        562,561           559,397
Salomon Brothers Mortgage Securities II,
Inc. Series III, Class Z, 11.50%, due 2015 Collateral 100%
  GNMA/FNMA MBS                                                      1,583,123         1,728,572
                                                                                    ------------
                                                                                    $ 15,570,149
                                                                                    ------------
    TOTAL MORTGAGE PASS-THROUGHS
      (identified cost, $426,094,126)                                               $430,860,763
                                                                                    ------------

<CAPTION>
- ------------------------------------------------------------------------------------------------
                              UNITED STATES TREASURY BONDS - 17.1%
- ------------------------------------------------------------------------------------------------
                                                              PRINCIPAL AMOUNT             VALUE
- ------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>         
U.S. Treasury Bond, 12s, 8/15/13++                                 $50,000,000      $ 71,546,900
U.S. Treasury Bond, 7.125s, 2/15/23+                                 6,000,000         6,264,378
                                                                                    ------------
    TOTAL UNITED STATES TREASURY BONDS
      (identified cost, $67,368,569)                                                $ 77,811,278
                                                                                    ------------

<CAPTION>
- ------------------------------------------------------------------------------------------------
                                  SHORT-TERM INVESTMENTS - 0.1%
- ------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>         
Banque National de Paris Cayman Time-Deposit, 5.625%, 1/2/97
  at value                                                         $   400,000      $    400,000
                                                                                    ------------

    TOTAL INVESTMENTS - 111.8%
      (identified cost, $493,862,695)                                               $509,072,041
    OTHER ASSETS, LESS LIABILITIES - (11.8%)                                         (53,549,493)
                                                                                    ------------
    NET ASSETS - 100%                                                               $455,522,548
                                                                                    ============

 +Collateral for financial futures contracts held at December 31, 1996 (See Note 7).
++A portion of this security is on loan at December 31, 1996 (See Note 5).
</TABLE>


     The accompanying notes are an integral part of the financial statements
<PAGE>
                --------------------------------------------
                             FINANCIAL STATEMENTS

                      STATEMENT OF ASSETS AND LIABILITIES
- -----------------------------------------------------------------------------
                             December 31, 1996
- -----------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A) (identified cost,
    $493,862,695)                                                $509,072,041
  Cash                                                                 47,120
  Receivable for daily variation margin on open
    financial futures contracts (Note 1G)                             296,089
  Receivable for investments sold                                     869,574
  Interest receivable                                               5,903,903
  Deferred organization expenses (Note 1H)                              6,952
                                                                 ------------
      Total assets                                               $516,195,679

LIABILITIES:
  Liability for collateral received for securities
    loaned (Note 5)                                 $60,639,200
  Payable to affiliate --
    Trustees' fees                                        4,796
  Accrued expenses                                       29,135
                                                    -----------
      Total liabilities                                            60,673,131
                                                                 ------------
NET ASSETS applicable to investors' interest
  in Portfolio                                                   $455,522,548
                                                                 ============
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and
    withdrawals                                                  $439,437,993
  Unrealized appreciation of investments and
    financial futures contracts (computed on
    the basis of identified cost)                                  16,084,555
                                                                 ------------
      Total net assets                                           $455,522,548
                                                                 ============


     The accompanying notes are an integral part of the financial statements
<PAGE>

                           STATEMENT OF OPERATIONS
- -----------------------------------------------------------------------------
                     For the Year Ended December 31, 1996
- -----------------------------------------------------------------------------
INVESTMENT INCOME:
  Interest income -                                              $ 45,154,049

  Expenses --
    Investment adviser fee (Note 3)                $ 3,603,385
    Compensation of Trustees not members of the
      Administrator's organization (Note 3)             19,573
    Custodian fee                                      225,407
    Interest (Note 5)                                3,363,924
    Legal and accounting services                       45,052
    Amortization of organization expenses
      (Note 1H)                                          3,821
    Miscellaneous                                       34,518
                                                   ----------- 
      Total expenses                                                7,295,680
                                                                 ------------
        Net investment income                                    $ 37,858,369
                                                                 ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
  Net realized loss (identified cost basis) --
    Investment transactions                        $(4,975,414)
    Financial futures contracts                       (428,853)
                                                   ----------- 
      Net realized loss on investments                            $(5,404,267)
  Change in unrealized appreciation
   (depreciation) --
    Investments (identified cost basis)           $(12,261,683)
    Financial futures contracts                      1,449,278
                                                   ----------- 
      Net unrealized appreciation of investments                 $(10,812,405)
                                                                 ------------
        Net realized and unrealized loss on
          investments                                            $(16,216,672)
                                                                 ------------
          Net increase in net assets from operations             $ 21,641,697
                                                                 ============


     The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>
                                STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------
                                                                            YEAR ENDED DECEMBER 31,
                                                                        --------------------------------
                                                                           1996                1995
                                                                           ----                ----
<S>                                                                     <C>               <C>           
INCREASE (DECREASE) IN NET ASSETS:                                   
  From operations --                                                 
    Net investment income                                               $ 37,858,369      $   41,114,428
    Net realized loss on investments                                      (5,404,267)        (15,704,668)
    Change in unrealized appreciation (depreciation) of investments      (10,812,405)         44,867,799
                                                                        ------------      --------------
      Net increase in net assets from operations                        $ 21,641,697      $   70,277,559
                                                                        ------------      --------------

  Capital transactions --                                            
    Contributions                                                       $ 66,333,513      $   95,964,004
    Withdrawals                                                         (154,241,567)       (160,122,171)
                                                                        ------------      --------------
      Decrease in net assets resulting from capital transactions        $(87,908,054)     $  (64,158,167)
                                                                        ------------      --------------
        Total increase (decrease) in net assets                         $(66,266,357)     $    6,119,392
NET ASSETS:                                                          
  At beginning of year                                                   521,788,905         515,669,513
                                                                        ------------      --------------
  At end of year                                                        $455,522,548      $  521,788,905
                                                                        ============      ==============

<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                         SUPPLEMENTARY DATA
- ---------------------------------------------------------------------------------------------------------
                                                                         YEAR ENDED DECEMBER 31,
                                                               ------------------------------------------
                                                                1996        1995        1994        1993*
                                                               ------      ------      ------      ------
<S>                                                            <C>         <C>         <C>         <C>   
RATIOS (As a percentage of net assets):
  Interest expense                                              0.70%       0.71%       0.56%       0.63%+
  Other expenses                                                0.82%       0.82%       0.80%       0.86%+
  Net investment income                                         7.88%       7.82%       8.03%       8.46%+
PORTFOLIO TURNOVER                                                11%         19%         35%         42%

LEVERAGE ANALYSIS:
  Amount of debt outstanding at end of year (000 omitted)      $ --        $3,835      $3,924      $ --
  Average daily balance of debt outstanding during period
    (000 omitted)                                              $  550      $1,067      $  982      $1,660

+Computed on an annualized basis.
*For the period from the start of business, October 28, 1993, to December 31, 1993.
</TABLE>


     The accompanying notes are an integral part of the financial statements
<PAGE>
                 --------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Government Obligations Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940 as a diversified open-end investment company
which was organized as a trust under the laws of the State of New York in 1992.
The Declaration of Trust permits the Trustees to issue beneficial interests in
the Portfolio. The following is a summary of significant accounting policies of
the Portfolio. The policies are in conformity with generally accepted accounting
principles.

A. INVESTMENT VALUATIONS -- Mortgage backed, "pass-through" securities are
valued using a matrix pricing system which takes into account closing bond
valuations, yield differentials, anticipated prepayments, and interest rates.
Debt securities (other than mortgage backed, "pass-through" securities) are
normally valued at the mean between the latest available bid and asked prices
for securities for which the over-the-counter market is the primary market. Debt
securities may also be valued on the basis of valuations furnished by a pricing
service. Options are valued at last sale price on a U.S. exchange or board of
trade or, in the absence of a sale, at the mean between the last bid and asked
price. Financial futures contracts listed on commodity exchanges are valued at
closing settlement prices. Securities for which there is no such quotation or
valuation are valued at fair value using methods determined in good faith by or
at the direction of the Trustees. Short-term obligations having remaining
maturities of less than 60 days are valued at amortized cost, which approximates
value.

B. INCOME -- Interest income is determined on the basis of interest accrued and
discount earned, adjusted for amortization of discount when required for federal
income tax purposes.

C. GAINS AND LOSSES FROM SECURITY TRANSACTIONS -- For book purposes, gains or
losses are not recognized until disposition. For federal tax purposes, the
Portfolio has elected, under Section 1092 of the Internal Revenue Code, to
utilize mixed straddle accounting for certain designated classes of activities
involving options and financial futures contracts in determining recognized
gains or losses. Under this method, Section 1256 positions (financial futures
contracts and options on investments or financial futures contracts) and
non-Section 1256 positions (bonds, etc.) are marked-to-market on a daily basis
resulting in the recognition of taxable gains or losses on a daily basis. Such
gains or losses are categorized as short-term or long-term based on aggregation
rules provided in the Code.

D. INCOME TAXES -- The Portfolio is treated as a partnership for federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes. Since some of the
Portfolio's investors are regulated investment companies that invest all or
substantially all of their assets in the Portfolio, the Portfolio normally must
satisfy the applicable source of income and diversification requirements (under
the Code) in order for its investors to satisfy them. The Portfolio will
allocate at least annually among its investors each investors' distributive
share of the Portfolio's net investment income, net realized capital gains, and
any other items of income, gain, loss, deduction or credit.

E. WRITTEN OPTIONS -- Upon the writing of a call or a put option, an amount
equal to the premium received by the Portfolio is included in the Statement of
Assets and Liabilities as a liability. The amount of the liability is
subsequently marked-to-market to reflect the current value of the option written
in accordance with the Portfolio's policies on investment valuations discussed
above. Premiums received from writing options which expire are treated as
realized gains. Premiums received from writing options which are exercised or
are closed are added to or offset against the proceeds or amount paid on the
transaction to determine the realized gain or loss. If a put option is
exercised, the premium reduces the cost basis of the securities purchased by the
Portfolio. The Portfolio, as writer of an option, may have no control over
whether the underlying securities may be sold (call) or purchased (put) and, as
a result, bears the market risk of an unfavorable change in the price of the
securities underlying the written option.

F. PURCHASED OPTIONS -- Upon the purchase of a call or put option, the premium
paid by the Portfolio is included in the Statement of Assets and Liabilities as
an investment. The amount of the investment is subsequently marked-to-market to
reflect the current market value of the option purchased, in accordance with the
Portfolio's policies on investment valuations discussed above. If an option
which the Portfolio has purchased expires on the stipulated expiration date, the
Portfolio will realize a loss in the amount of the cost of the option. If the
Portfolio enters into a closing sale transaction, the Portfolio will realize a
gain or loss, depending on whether the sales proceeds from the closing sale
transaction are greater or less than the cost of the option. If the Portfolio
exercises a put option, it will realize a gain or loss from the sale of the
underlying security, and the proceeds from such sale will be decreased by the
premium originally paid. If the Portfolio exercises a call option, the cost of
the security which the Portfolio purchases upon exercise will be increased by
the premium originally paid. For tax purposes, the Portfolio's options are
generally subject to the mixed straddle rules described in Note 1C, and
unrealized gains or losses are recognized on a daily basis.

G. FINANCIAL FUTURES CONTRACTS -- Upon entering into a financial futures
contract, the Portfolio is required to deposit an amount ("initial margin")
either in cash or securities equal to a certain percentage of the purchase price
indicated in the financial futures contract. Subsequent payments are made or
received by the Portfolio ("margin maintenance") each day, dependent on the
daily fluctuations in the value of the underlying securities, and are recorded
for book purposes as unrealized gains or losses by the Portfolio.

  If the Portfolio enters into a closing transaction, the Portfolio will
realize, for book purposes, a gain or loss equal to the difference between the
value of the financial futures contract to sell and the financial futures
contract to buy. The Portfolio's investment in financial futures contracts is
designed only to hedge against anticipated future changes in interest or
currency exchange rates. Should interest or currency exchange rates move
unexpectedly, the Portfolio may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. For tax purposes, such
futures contracts are generally subject to the mixed straddle rules described in
Note 1C, and unrealized gains or losses are recognized on a daily basis.

H. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization are being amortized on the straight-line
basis over five years.

I. EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as custodian
of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee
reduced by credits which are determined based on the average cash balances the
Portfolio maintains with IBT. All significant credit balances used to reduce the
Portfolio's custodian fees are reflected as a reduction of operating expenses on
the statement of operations.

J. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold.

K. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
income and expense during the reporting period. Actual results could differ from
those estimates.

- --------------------------------------------------------------------------------
(2) PURCHASES AND SALES OF INVESTMENTS
Purchases, sales and paydowns of investments, other than short-term obligations,
aggregrated $54,853,826, $16,095,500, and $96,080,407, respectively.

- --------------------------------------------------------------------------------
(3) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee, computed at the monthly rate of 0.0625% (0.75% per
annum) of the Portfolio's average daily net assets up to $500 million and at
reduced rates as daily net assets exceed that level, is earned by Boston
Management and Research (BMR), a wholly-owned subsidiary of Eaton Vance
Management (EVM), as compensation for management and investment advisory
services rendered to the Portfolio. For the year ended December 31, 1996, the
fee was equivalent to 0.75% of the Portfolio's average net assets for such
period and amounted to $3,603,385. Except as to Trustees of the Portfolio who
are not members of EVM's or BMR's organization, officers and Trustees receive
remuneration for their service to the Portfolio out of such investment adviser
fee. Certain of the officers and Trustees of the Portfolio are officers and
directors/trustees of the above organizations. Trustees of the Portfolio that
are not affiliated with the Investment Adviser may elect to defer receipt of all
or a percentage of their annual fees in accordance with the terms of the
Trustees Deferred Compensation Plan. For the year ended December 31, 1996, no
significant amounts have been deferred.

- --------------------------------------------------------------------------------
(4) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a committed $120 million unsecured line of credit
agreement with a group of banks. The Portfolio may temporarily borrow from the
line of credit to satisfy redemption requests or settle investment transactions.
Interest is charged to each portfolio or fund based on its borrowings at an
amount above the banks' adjusted certificate of deposit rate, eurodollar rate or
federal funds rate. In addition, a fee computed at an annual rate of 0.15% on
the daily unused portion of the line of credit is allocated among the
participating portfolios and funds at the end of each quarter. The average daily
loan balance for the year ended December 31, 1996 was $549,560 and the average
interest rate was 6.79%. The maximum borrowing outstanding at any time during
the year ended December 31, 1996, was $6,289,000.

- --------------------------------------------------------------------------------
(5) SECURITIES LENDING AGREEMENT
The Portfolio has established a securities lending agreement with a broker in
which the Portfolio lends portfolio securities to the broker in exchange for
collateral consisting of either cash or U.S. government securities. Under the
agreement, the Portfolio continues to earn interest on the securities loaned. If
the collateral received is U.S. government securities, the Portfolio will also
receive from the broker an additional loan premium fee computed as a varying
percentage of the market value of the securities loaned. If the collateral
received is cash, the Portfolio may invest the cash and receive any interest on
the amount invested but it must also pay the broker a loan rebate fee computed
as a varying percentage of the collateral received. The Portfolio did not
receive any loan premium fee during the year ended December 31, 1996, but did
incur $3,326,488 of loan rebate fees which have been included in interest
expense. The income received on the investments related to the cash collateral
is included in interest income. The maximum and average liability for cash
collateral received for securities loaned at any month end during the year ended
December 31, 1996, were $72,636,000 and $61,900,000, respectively.

- --------------------------------------------------------------------------------
(6) FEDERAL INCOME TAX BASIS OF INVESTMENT
The cost and unrealized appreciation/depreciation in the value of investment
securities owned at December 31, 1996, as computed on a federal income tax
basis, were as follows:

Aggregate cost                                                    $505,872,878
                                                                  ============
Gross unrealized appreciation                                     $  7,721,490
Gross unrealized depreciation                                        4,522,202
                                                                  ------------
  Net unrealized appreciation                                     $  3,199,288
                                                                  ============

- ------------------------------------------------------------------------------
(7) FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance sheet
risk in the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include written
options, forward foreign currency exchange contracts, and financial futures
contracts and may involve, to a varying degree, elements of risk in excess of
the amounts recognized for financial statement purposes.

  The notional or contractual amounts of these instruments represent the
investment the Fund has in particular classes of financial instruments and does
not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when all related and offsetting transactions are considered.

  A summary of obligations under these financial instruments at December 31,
1996 is as follows:

<TABLE>
<CAPTION>
    FUTURES CONTRACT                                                                                        NET UNREALIZED
    EXPIRATION DATE                              CONTRACTS                                 POSITION          APPRECIATION
    ---------------                              ---------                                 --------          ------------
<S>       <C>                   <C>                                                         <C>                <C>     
          3/97                  425 U.S. Treasury Five Year Note Futures                    Short              $615,134
          3/97                  50 U.S. Treasury Long Bond Futures                          Short               162,213
          4/97                  100 U.S. Treasury Two Year Note Futures                     Short                97,862
                                                                                                               --------
                                                                                                               $875,209
                                                                                                               ========
</TABLE>

At December 31, 1996, the Portfolio had sufficient cash and/or securities to
cover margin requirements on any open futures contracts.
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND INVESTORS OF
GOVERNMENT OBLIGATIONS PORTFOLIO:

We have audited the accompanying statement of assets and liabilities of
Government Obligations Portfolio, including the portfolio of investments, as
of December 31, 1996, and the related statement of operations for the year
then ended, the statements of changes in net assets for the two years then
ended, and the supplementary data for the three years then ended and for the
period from October 28, 1993 (start of business), to December 31, 1993. These
financial statements and supplementary data are the responsibility of the
Portfolio's management. Our responsibility is to express an opinion on these
financial statements and supplementary data based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
supplementary data are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of
Government Obligations Portfolio as of December 31, 1996, the results of its
operations for the year then ended, the changes in its net assets for the two
years then ended, and the supplementary data for the three years then ended
and for the period from October 28, 1993 (start of business) to December 31,
1993, in conformity with generally accepted accounting principles.

                                              COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 31, 1997
<PAGE>
                     -----------------------------------
                            INVESTMENT MANAGEMENT

EV TRADITIONAL     OFFICERS                 TRUSTEES
GOVERNMENT         M. DOZIER GARDNER
OBLIGATIONS FUND   President, Trustee       DONALD R. DWIGHT
24 Federal Street                           President, Dwight Partners, Inc.
Boston, MA 02110   JAMES B. HAWKES          Chairman, Newspapers of
                   Vice President, Trustee  New England, Inc.

                   WILLIAM H. AHERN, JR.    SAMUEL L. HAYES, III
                   Vice President           Jacob H. Schiff Professor of
                                            Investment Banking, Harvard
                   MICHAEL B. TERRY         University Graduate School of
                   Vice President           Business Administration

                   JAMES L. O'CONNOR        NORTON H. REAMER
                   Treasurer                President and Director,
                                            United Asset  Management
                   THOMAS OTIS              Corporation
                   Secretary
                                            JOHN L. THORNDIKE
                                            Director, Fiduciary Company
                                            Incorporated

                                            JACK L. TREYNOR
                                            Investment Adviser and
                                            Consultant

                   -----------------------------------------------------------
GOVERNMENT         OFFICERS
OBLIGATIONS                                 TRUSTEES
PORTFOLIO          M. DOZIER GARDNER
24 Federal Street  President, Trustee       DONALD R. DWIGHT
Boston, MA 02110                            President, Dwight Partners, Inc.
                   JAMES B. HAWKES          Chairman, Newspapers of
                   Vice President, Trustee  New England, Inc.

                   SUSAN SCHIFF             SAMUEL L. HAYES, III
                   Vice President and       Jacob H. Schiff Professor of
                   Portfolio Manager        Investment Banking, Harvard
                                            University Graduate School of
                   MARK S. VENEZIA          Business Administration
                   Vice President
                                            NORTON H. REAMER
                   JAMES L. O'CONNOR        President and Director,
                   Treasurer                United Asset Management
                                            Corporation
                   THOMAS OTIS
                   Secretary                JOHN L. THORNDIKE
                                            Director, Fiduciary Company
                                            Incorporated

                                            JACK L. TREYNOR
                                            Investment Adviser and
                                            Consultant


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