GOVERNMENT OBLIGATIONS PORTFOLIO
N-30D, 1999-03-17
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<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

PORTFOLIO OF INVESTMENTS CONT'D


                                                Principal
                                                Amount  
                                                (000's
                                                omitted)    Value        
- -----------------------------------------------------------------------------
    13.50%, with various maturities to 2013     $   164     $    192,515 
    14.00%, with maturity at 2015                    62           74,520 
    14.50%, with various maturities to 2014         216          263,461 
    15.00%, with various maturities to 2013         461          563,861 
    16.00%, with various maturities to 2012         214          266,699 
- -----------------------------------------------------------------------------
                                                            $ 38,772,245 
- -----------------------------------------------------------------------------
Collateralized Mortgage Obligations:                                     
    Federal Home Loan Mortgage Corp.
        Series B Class 3, 12.5%, due 2013
        Collateral 100% FHLMC PC                $   116     $    123,940 
    Salomon Brothers Mortgage Securities
        II, Inc. 11.5%, due 2015                    901          952,590 
- -----------------------------------------------------------------------------
                                                            $  1,076,530 
- -----------------------------------------------------------------------------

Total Mortgage Pass-Throughs                                             
    (identified cost, $414,503,992)                         $417,454,753 
- -----------------------------------------------------------------------------

U.S. Government Agency Debentures -- 18.4%

                                                Principal
                                                Amount
                                                (000's
                                                omitted)    Value        
- -----------------------------------------------------------------------------
Federal National Mortgage Assn., 6.00%,         
    5/15/08(1)                                  $73,000     $ 77,330,651 
- -----------------------------------------------------------------------------

Total U.S. Government                                                    
Agency Debentures
    (identified cost, $73,840,961)                          $ 77,330,651 
- -----------------------------------------------------------------------------

U.S. Treasury Obligations -- 1.7%
                                                Principal
                                                Amount
                                                (000's
                                                omitted)    Value        
- -----------------------------------------------------------------------------
U.S. Treasury Bond, 7.125%, 2/15/23(2)          $ 6,000     $  7,391,249 
- -----------------------------------------------------------------------------

Total U.S. Treasury Obligations                                          
    (identified cost, $6,328,126)                           $  7,391,249 
- -----------------------------------------------------------------------------

Total Investments -- 119.3%                                               
    (identified cost $494,673,079)                          $502,176,653 
- -----------------------------------------------------------------------------

Other Assets, Less Liabilities-- (19.3)%                    $(81,165,858)
- -----------------------------------------------------------------------------

Net Assets-- 100%                                           $421,010,795 
- -----------------------------------------------------------------------------

(1) A portion of this security is on loan at December 31, 1998.
(2) Security (or a portion thereof) has been segregated to cover margin
    requirements on open financial futures contracts.

                       See notes to financial statements

                                      14
<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of December 31, 1998                                                
Assets                                                                 
- --------------------------------------------------------------------------------
Investments, at value
    (identified cost, $494,673,079)                         $502,176,653 
Cash                                                                 109 
Receivable for investments sold                                1,782,571 
Interest receivable                                            4,313,882 
- --------------------------------------------------------------------------------
Total assets                                                $508,273,215 
- --------------------------------------------------------------------------------


Liabilities                                                            
- --------------------------------------------------------------------------------
Collateral for securities loaned                            $ 78,369,150 
Demand note payable                                            8,799,000 
Payable for daily variation margin on open
    financial futures contracts                                    3,135 
Payable to affiliate for Trustees' fees                           13,900 
Other accrued expenses                                            77,235 
- --------------------------------------------------------------------------------
Total liabilities                                           $ 87,262,420 
- --------------------------------------------------------------------------------
Net Assets applicable to investors' interest in             
    Portfolio                                               $421,010,795 
- --------------------------------------------------------------------------------


Sources of Net Assets                                                  
- --------------------------------------------------------------------------------
Net proceeds from capital contributions and                 
    withdrawals                                             $413,456,809 
Net unrealized appreciation (computed on the basis             
    of identified cost)                                        7,553,986 
- --------------------------------------------------------------------------------
Total                                                       $421,010,795 
- --------------------------------------------------------------------------------

Statement of Operations

For the Year Ended
December 31, 1998                                                      
Investment Income                                                      
- --------------------------------------------------------------------------------
Interest                                                    $ 37,955,761 
- --------------------------------------------------------------------------------
Total investment income                                     $ 37,955,761 
- --------------------------------------------------------------------------------


Expenses                                                               
- --------------------------------------------------------------------------------
Investment adviser fee                                      $  3,257,584 
Trustees fees and expenses                                        30,790 
Interest expense                                                 289,920 
Custodian fee                                                    224,987 
Legal and accounting services                                     42,938 
Amortization of organization expenses                              3,141 
Miscellaneous                                                     16,326 
- --------------------------------------------------------------------------------
Total expenses                                              $  3,865,686 
- --------------------------------------------------------------------------------

Net investment income                                       $ 34,090,075 
- --------------------------------------------------------------------------------


Realized and Unrealized
Gain (Loss)                                                              
- --------------------------------------------------------------------------------
Net realized gain (loss) --                                               
    Investment transactions (identified cost basis)         $  6,505,030 
    Financial futures contracts                               (2,199,011)
    Options                                                     (193,500)
- --------------------------------------------------------------------------------
Net realized gain                                           $  4,112,519 
- --------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --                       
    Investments (identified cost basis)                     $(13,363,386)
    Financial futures contracts                                  417,800 
- --------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)        $(12,945,586)
- --------------------------------------------------------------------------------

Net realized and unrealized loss                            $ (8,833,067)
- --------------------------------------------------------------------------------

Net increase in net assets from operations                  $ 25,257,008 
- --------------------------------------------------------------------------------

                       See notes to financial statements

                                      15
<PAGE>
 
Government Obligations Portfolio as of December 31, 1998 

FINANCIAL STATEMENTS CONT'D 

Statements of Changes in Net Assets


Increase (Decrease)             Year Ended             Year Ended
in Net Assets                   December 31, 1998      December 31, 1997 
- --------------------------------------------------------------------------------
From operations --                                                        
    Net investment income           $  34,090,075          $  35,025,042  
    Net realized gain (loss)            4,112,519             (6,844,606)
    Net change in unrealized
        appreciation (depreciation)   (12,945,586)             4,415,017  
- --------------------------------------------------------------------------------
Net increase in net assets
    from operations                 $  25,257,008          $  32,595,453  
- --------------------------------------------------------------------------------
Capital transactions --                                                   
    Contributions                   $ 187,817,118          $ 163,961,740  
    Withdrawals                      (225,170,325)          (218,972,747)
- --------------------------------------------------------------------------------
Net decrease in net assets
    from capital transactions       $ (37,353,207)         $ (55,011,007)
- --------------------------------------------------------------------------------

Net decrease in net assets          $ (12,096,199)         $ (22,415,554)
- --------------------------------------------------------------------------------


Net Assets                                                               
- --------------------------------------------------------------------------------
At beginning of year                $ 433,106,994          $ 455,522,548  
- --------------------------------------------------------------------------------
At end of year                      $ 421,010,795          $ 433,106,994  
- --------------------------------------------------------------------------------



                       See notes to financial statements

                                      16
<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

FINANCIAL STATEMENTS CONT'D

Supplementary Data

<TABLE> 
<CAPTION> 

                                                                           Year Ended December 31,
                                             ---------------------------------------------------------------------------------------
                                               1998              1997              1996              1995              1994  
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average daily net assets                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>               <C>               <C>               <C>  
Expenses                                         0.89%             0.83%             0.82%             0.82%              0.80%
Net investment income                            7.85%             7.95%             7.88%             7.82%              8.03%
Portfolio Turnover                                 48%               20%               11%               19%                35%
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000's omitted)      $421,011          $433,107          $455,523          $521,789          $ 515,670 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 


                       See notes to financial statements

                                      17

<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

NOTES TO FINANCIAL STATEMENTS 


   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 Valuation -- Mortgage backed, "pass-through" securities are
     valued using an independent matrix pricing system applied by the adviser
     which takes into account closing bond valuations, yield differentials,
     anticipated prepayments and interest rates provided by dealers. 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


                                      18
<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

NOTES TO FINANCIAL STATEMENTS CONT'D


     loss, depending on whether the sales proceeds from the closing sale
     transaction are greater or less than the cost of the option. If a 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 rates. Should interest 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 Other -- Investment transactions are accounted for on the date the
     investments are purchased or sold.

     I 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, aggregated $253,254,556, $124,985,962 and $112,210,267,
     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, 1998, the fee was equivalent to 0.75% of the Portfolio's average net
     assets for such period and amounted to $3,257,584. 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 services 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, 1998, 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 $130 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 Eurodollar rate or federal
     funds rate. In addition, a fee computed at an annual rate of 0.10% 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, 1998 was $4,752,627 and
     the average interest rate was 6.10%. The maximum borrowing outstanding at
     any time during the year ended


                                      19
<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

NOTES TO FINANCIAL STATEMENTS CONT'D


     December 31, 1998 was $33,665,000. As of December 31, 1998, $8,799,000 was
     outstanding.

  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. Collateral received is generally cash, and the Portfolio
    invests the cash and receives 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 loan rebate fee paid by the Fund offsets a
    portion of the interest income received. At December 31, 1998, the value of
    the securities loaned and the value of the collateral amounted to
    approximately $77,000,000 and $78,000,000, respectively.

  6 Federal Income Tax Basis of Investments
    ----------------------------------------------------------------------------
    The cost and unrealized appreciation/depreciation in value of the investment
    securities owned at December 31, 1998, as computed on a federal income tax
    basis, were as follows:


    Aggregate cost                                         $500,350,386
    ---------------------------------------------------------------------------
    Gross unrealized appreciation                           $ 5,288,617
    
    Gross unrealized depreciation                            (3,462,350)
    ---------------------------------------------------------------------------
    
    Net unrealized appreciation                             $ 1,826,267
    ---------------------------------------------------------------------------

  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 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,
    1998 is as follows:


    Futures Contracts
    ----------------------------------------------------------------------------

    Expiration                                                 Net Unrealized
    Date             Contracts                     Position    Appreciation
    ----------------------------------------------------------------------------
    3/99             200 US Treasury Five Year
                     Note Futures                    Long       $    50,412
    ----------------------------------------------------------------------------

    At December 31, 1998, the Portfolio had sufficient cash and/or securities
    to cover margin requirements on any open futures contracts.


                                      20
<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

INDEPENDENT ACCOUNTANTS' REPORT


To the Trustees and Investors
of Government Obligations Portfolio:
- --------------------------------------------------------------------------------
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments and the related statements of operations and of
changes in net assets and supplementary data present fairly, in all material
respects, the financial position of Eaton Vance Government Obligations Portfolio
(the "Portfolio") at December 31, 1998, 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 supplementary data for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
These financial statements and supplementary data (hereafter referred to as
"financial statements") are the responsibility of the Portfolio's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits which included confirmation of securities at December
31, 1998 by correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.



                                  PricewaterhouseCoopers LLP
                                  Boston, Massachusetts
                                  February 5, 1999


                                      21

<PAGE>
 
Government Obligations Portfolio as of December 31, 1998

Government Obligations Portfolio

   Officers                Independent Trustees                              
   James B. Hawkes         Jessica M. Bibliowicz                             
   President and Trustee   President and Chief Operating Officer,            
                           John A. Levin & Co. Director,                     
   Susan Schiff            Baker, Fentress & Co.                             
   Vice President and                                                        
   Portfolio Manager       Donald R. Dwight                                  
                           President, Dwight Partners, Inc.                  
   Mark S. Venezia                                                           
   Vice President          Samuel L. Hayes, III                              
                           Jacob H. Schiff Professor of Investment           
   James L. O'Connor       Banking, Harvard University Graduate School of    
   Treasurer               Business Administration                           
                                                                             
   Alan R. Dynner          Norton H. Reamer                                  
   Secretary               Chairman and Chief Executive Officer, United Asset
                           Management Corporation                            
                                                                             
                           Lynn A. Stout                                     
                           Professor of Law                                  
                           Georgetown University Law Center                  
                                                                             
                           John L. Thorndike                                 
                           Formerly Director, Fiduciary Company Incorporated 
                                                                             
                           Jack L. Treynor                                   
                           Investment Adviser and Consultant                 


                                      22



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