N-CSR 1 a08-29904_6ncsr.htm N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-08012

Government Obligations Portfolio
(Exact name of registrant as specified in charter)

The Eaton Vance Building, 255 State Street, Boston, Massachusetts					02109
(Address of principal executive offices)					(Zip code)

Maureen A. Gemma The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant’s telephone number, including area code:				(617) 482-8260

Date of fiscal year end:	October 31

Date of reporting period:		October 31, 2008

Item 1. Reports to Stockholders

Government Obligations Portfolio as of October 31, 2008

PORTFOLIO OF INVESTMENTS

Mortgage-Backed Securities — 107.7%
Mortgage Pass-Throughs — 97.8%
Security	Principal Amount (000's omitted)			Value
Federal Home Loan Mortgage Corp.:
5.00%, with maturity at 2014	$	2,680		$	2,676,205
5.50%, with various maturities to 2017		12,659			12,876,188
6.00%, with various maturities to 2026		13,721			13,990,045
6.50%, with various maturities to 2030		37,409			38,547,324
6.87%, with maturity at 2024		317			330,355
7.00%, with various maturities to 2026		28,113			29,214,862
7.09%, with maturity at 2023		1,199			1,259,106
7.25%, with maturity at 2022		1,921			2,025,171
7.31%, with maturity at 2027		520			548,724
7.50%, with various maturities to 2029		20,848			22,046,119
7.63%, with maturity at 2019		826			882,385
7.75%, with maturity at 2018		45			46,876
7.78%, with maturity at 2022		272			290,846
7.85%, with maturity at 2020		612			654,122
8.00%, with various maturities to 2028		19,795			21,249,344
8.13%, with maturity at 2019		1,259			1,362,954
8.15%, with maturity at 2021		429			464,414
8.25%, with various maturities to 2017		148			157,617
8.50%, with various maturities to 2027		9,123			9,931,429
8.75%, with various maturities to 2016		24			25,487
9.00%, with various maturities to 2027		13,509			14,811,998
9.25%, with various maturities to 2017		278			297,111
9.50%, with various maturities to 2026		3,976			4,406,334
9.75%, with various maturities to 2018		14			14,849
11.00%, with maturity at 2015		41			46,545
13.50%, with maturity at 2010		6			5,969
15.00%, with maturity at 2011		0	⁽¹⁾		505
				$	178,162,884
Federal National Mortgage Assn.:
0.25%, with maturity at 2014	$	1		$	584
3.943%, with various maturities to 2026⁽²⁾		4,690			4,673,389
3.948%, with various maturities to 2035⁽²⁾		42,868			42,768,725
3.99%, with maturity at 2022⁽²⁾		3,173			3,162,022
4.00%, with maturities to 2035⁽²⁾		3,770			3,755,589
4.079%, with maturity at 2033⁽²⁾		5,934			5,912,729
4.133%, with maturity at 2036⁽²⁾		2,977			2,975,135
4.366%, with maturity at 2035⁽²⁾		14,343			14,293,890
4.407%, with maturity at 2036⁽²⁾		1,119			1,126,634
4.50%, with various maturities to 2018		79,226			77,165,961
5.00%, with various maturities to 2027		8,019			8,010,831
5.00%, TBA with maturity at 2024⁽⁸⁾		75,000			73,131,045
5.309%, with maturity at 2034⁽²⁾		44,039			44,478,129
5.50%, with various maturities to 2030		40,988			41,475,487
6.00%, with various maturities to 2031		25,811			26,182,390
6.482%, with maturity at 2025⁽³⁾		495			506,944
6.50%, with various maturities to 2029		84,104			86,372,576

Security	Principal Amount (000's omitted)		Value
7.00%, with various maturities to 2031	$	36,972	$	38,528,247
7.25%, with various maturities to 2023		65		67,305
7.50%, with various maturities to 2029		14,365		15,167,725
7.861%, with maturity at 2030⁽³⁾		57		60,908
7.875%, with maturity at 2021		1,173		1,260,136
8.00%, with various maturities to 2027		17,340		18,582,587
8.25%, with various maturities to 2025		510		554,408
8.33%, with maturity at 2020		1,232		1,340,811
8.50%, with various maturities to 2027		6,344		6,857,795
8.599%, with maturity at 2021⁽³⁾		157		169,303
8.75%, with various maturities to 2016		57		57,815
9.00%, with various maturities to 2030		2,108		2,302,247
9.125%, with maturity at 2011		29		30,008
9.25%, with various maturities to 2016		23		23,686
9.50%, with various maturities to 2030		4,151		4,590,591
9.75%, with maturity at 2019		35		38,695
9.967%, with maturity at 2021⁽³⁾		111		126,298
10.00%, with maturity at 2012		22		23,103
10.026%, with maturity at 2025⁽³⁾		91		102,538
10.065%, with maturity at 2021⁽³⁾		113		130,148
10.213%, with maturity at 2021⁽³⁾		176		202,301
10.222%, with maturity at 2023⁽³⁾		182		210,129
10.258%, with maturity at 2020⁽³⁾		145		163,979
10.666%, with maturity at 2025⁽³⁾		83		94,644
11.00%, with maturity at 2010		3		2,950
11.391%, with maturity at 2019⁽³⁾		168		190,052
11.50%, with maturity at 2012		38		40,643
11.623%, with maturity at 2018⁽³⁾		217		246,090
11.732%, with maturity at 2025⁽³⁾		59		68,100
12.417%, with maturity at 2021⁽³⁾		87		98,837
12.673%, with maturity at 2015⁽³⁾		184		213,848
13.00%, with maturity at 2010		12		12,021
			$	527,550,008
Government National Mortgage Assn.:
5.125%, with various maturities to 2027⁽²⁾	$	956	$	943,191
6.50%, with maturity at 2024		97		100,228
7.00%, with various maturities to 2025		30,480		31,913,779
7.25%, with maturity at 2022		41		42,543
7.50%, with various maturities to 2025		10,138		10,760,967
8.00%, with various maturities to 2027		18,748		20,224,762
8.25%, with maturity at 2019		218		236,169
8.30%, with maturity at 2020		60		65,538
8.50%, with various maturities to 2018		3,172		3,442,857
9.00%, with various maturities to 2027		10,121		11,249,492
9.50%, with various maturities to 2026		7,369		8,271,606
			$	87,251,132
Total Mortgage Pass-Throughs (identified cost $798,679,483)			$	792,964,024

See notes to financial statements
16

Government Obligations Portfolio as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Collateralized Mortgage Obligations — 9.2%
Security	Principal Amount (000's omitted)		Value
Federal Home Loan Mortgage Corp.:
Series 30, Class I, 7.50%, 4/25/24	$	400	$	416,758
Series 1822, Class Z, 6.90%, 3/15/26		2,588		2,661,603
Series 1896, Class Z, 6.00%, 9/15/26		1,323		1,328,049
Series 2075, Class PH, 6.50%, 8/15/28		694		691,911
Series 2091, Class ZC, 6.00%, 11/15/28		3,205		3,189,229
Series 2102, Class Z, 6.00%, 12/15/28		811		795,934
Series 2115, Class K, 6.00%, 1/15/29		3,905		3,956,819
Series 2142, Class Z, 6.50%, 4/15/29		1,468		1,464,278
Series 2245, Class A, 8.00%, 8/15/27		14,667		15,502,542
			$	30,007,123
Federal National Mortgage Assn.:
Series G-8, Class E, 9.00%, 4/25/21	$	543	$	590,879
Series G92-44, Class ZQ, 8.00%, 7/25/22		670		712,598
Series G93-36, Class ZQ, 6.50%, 12/25/23		20,928		21,303,911
Series 1993-16, Class Z, 7.50%, 2/25/23		777		816,067
Series 1993-39, Class Z, 7.50%, 4/25/23		1,916		2,010,479
Series 1993-149, Class M, 7.00%, 8/25/23		986		1,019,892
Series 1993-250, Class Z, 7.00%, 12/25/23		560		579,749
Series 1994-42, Class K, 6.50%, 4/25/24		8,701		8,834,730
Series 1994-82, Class Z, 8.00%, 5/25/24		3,258		3,494,853
Series 1997-81, Class PD, 6.35%, 12/18/27		1,188		1,189,782
Series 2000-49, Class A, 8.00%, 3/18/27		1,639		1,746,481
Series 2002-1, Class G, 7.00%, 7/25/23		1,295		1,335,630
			$	43,635,051
Government National Mortgage Assn.,
Series 1998-19, Class ZB, 6.50%, 7/20/28	$	1,002	$	1,007,269
Total Collateralized Mortgage Obligations (identified cost $75,438,466)			$	74,649,443
Commercial Mortgage-Backed Securities — 0.7%
Security	Principal Amount (000's omitted)		Value
GS Mortgage Securities Corp. II, Series 2001-Rock, Class A2FL, 4.36%, with maturity at 2018⁽⁴⁾⁽⁵⁾	$	5,500	$	5,424,466
			$	5,424,466
Total Commercial Mortgage-Backed Securities (identified cost $5,522,500)			$	5,424,466
Total Mortgage-Backed Securities (identified cost $879,640,449)			$	873,037,933

U.S. Treasury Obligations — 0.9%
Security	Principal Amount (000's omitted)		Value
U.S. Treasury Bond, 7.125%, 2/15/23⁽⁶⁾	$	6,000	$	7,387,974
Total U.S. Treasury Obligations (identified cost $6,234,643)			$	7,387,974
Short-Term Investments — 0.2%
Description	Interest (000's omitted)		Value
Cash Management Portfolio, 1.90%⁽⁷⁾	$	1,251	$	1,250,777
Total Short-Term Investments (identified cost $1,250,777)			$	1,250,777
Total Investments — 108.8% (identified cost $887,125,869)			$	881,676,684
Other Assets, Less Liabilities — (8.8)%			$	(71,049,421	)
Net Assets — 100.0%			$	810,627,263

⁽¹⁾Less than $1,000.

⁽²⁾Adjustable rate mortgage.

⁽³⁾Weighted average fixed-rate coupon that changes/updates monthly.

⁽⁴⁾Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2008, the aggregate value of the securities is $5,424,466 or 0.7% of the Portfolio's net assets.

⁽⁵⁾Variable rate security. The stated interest rate represents the rate in effect at October 31, 2008.

⁽⁶⁾Security (or a portion thereof) has been segregated to cover margin requirements on open financial futures contracts.

⁽⁷⁾Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2008.

⁽⁸⁾ TBA (To Be Announced) securities are purchased on a forward commitment basis with an approximate principal amount and no definite maturity date. The actual principal amount and maturity date will be determined upon settlement when the specific mortgage pools are assigned.

See notes to financial statements
17

Government Obligations Portfolio as of October 31, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2008

Assets
Unaffiliated investments, at value (identified cost, $885,875,092)	$	880,425,907
Affiliated investment, at value (identified cost, $1,250,777)		1,250,777
Receivable for investments sold		175,743
Interest receivable		4,443,790
Interest receivable from affiliated investment		491
Total assets	$	886,296,708
Liabilities
Payable for when-issued securities	$	74,527,604
Payable to affiliate for investment adviser fee		489,493
Payable for daily variation margin on open financial futures contracts		462,507
Payable to affiliate for Trustees' fees		1,850
Accrued expenses		187,991
Total liabilities	$	75,669,445
Net Assets applicable to investors' interest in Portfolio	$	810,627,263
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	818,405,943
Net unrealized depreciation (computed on the basis of identified cost)		(7,778,680	)
Total	$	810,627,263

Statement of Operations

For the Year Ended
October 31, 2008

Investment Income
Interest	$	39,370,277
Securities lending income, net		395,383
Interest income allocated from affiliated investment		558,308
Expenses allocated from affiliated investment		(70,928	)
Total investment income	$	40,253,040
Expenses
Investment adviser fee	$	5,492,431
Trustees' fees and expenses		22,104
Custodian fee		297,990
Legal and accounting services		82,083
Interest expense		121,639
Miscellaneous		17,998
Total expenses	$	6,034,245
Deduct — Reduction of custodian fee	$	19
Total expense reductions	$	19
Net expenses	$	6,034,226
Net investment income	$	34,218,814
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Financial futures contracts	$	8,945,747
Net realized gain	$	8,945,747
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	(7,108,756	)
Financial futures contracts		(3,259,928	)
Net change in unrealized appreciation (depreciation)	$	(10,368,684	)
Net realized and unrealized loss	$	(1,422,937	)
Net increase in net assets from operations	$	32,795,877

See notes to financial statements
18

Government Obligations Portfolio as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Year Ended October 31, 2008			Year Ended October 31, 2007
From operations — Net investment income	$	34,218,814		$	32,087,648
Net realized gain from investment transactions and financial futures contracts		8,945,747			780,030
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		(10,368,684	)		3,844,239
Net increase in net assets from operations	$	32,795,877		$	36,711,917
Capital transactions — Contributions	$	388,827,835		$	136,530,716
Withdrawals		(298,743,400	)		(213,299,802	)
Net increase (decrease) in net assets from capital transactions	$	90,084,435		$	(76,769,086	)
Net increase (decrease) in net assets	$	122,880,312		$	(40,057,169	)
Net Assets
At beginning of year	$	687,746,951		$	727,804,120
At end of year	$	810,627,263		$	687,746,951

See notes to financial statements
19

Government Obligations Portfolio as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Year Ended October 31,												Period Ended			Year Ended
	2008			2007			2006			2005			October 31, 2004⁽¹⁾			December 31,2003
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽²⁾		0.80	%		0.80	%		0.79	%		0.77	%		0.75	%⁽³⁾		0.70	%
Net investment income		4.48	%		4.60	%		4.09	%		3.21	%		3.63	%⁽³⁾		2.26	%
Portfolio Turnover		19	%		23	%		2	%		30	%		5	%		67	%
Total Return		4.85	%		5.49	%		4.71	%		2.46	%		2.23	%⁽⁴⁾		0.01	%
Net assets, end of period (000's omitted)	$	810,627		$	687,747		$	727,804		$	866,273		$	1,060,801		$	1,521,288

⁽¹⁾For the ten-month period ended October 31, 2004.

⁽²⁾Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽³⁾Annualized.

⁽⁴⁾Not annualized.

See notes to financial statements
20

Government Obligations Portfolio as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Government Obligations Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio's investment objective is to provide a high current return by investing primarily in mortgage-backed securities (MBS) issued, backed or otherwise guaranteed by the U.S. Government or its agencies or instrumentalities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2008, the Eaton Vance Government Obligations Fund, Eaton Vance Diversified Income Fund and Eaton Vance Low Duration Fund held an interest of 84.2%, 11.4% and 1.8%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Debt obligations, including listed securities and securities for which quotations are available, will normally be valued on the basis of market quotations provided by independent pricing services. The pricing services consider various factors relating to bonds and/or market transactions to determine market value. Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser's matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Financial futures contracts listed on commodity exchanges are valued based on the closing price on the primary exchange on which such contracts trade. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a pricing service.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D Federal Taxes — The Portfolio has elected to be 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 on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of October 31, 2008, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio's federal tax returns filed in the 3-year period ended October 31, 2008 remains subject to examination by the Internal Revenue Service.

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio's custodian fees are reported as a reduction of expenses in the Statement of Operations.

Government Obligations Portfolio as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

F Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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.

G Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

H Financial Futures Contracts — The Portfolio may enter into financial futures contracts. The Portfolio's investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Portfolio bears the risk if the counterparties do not perform under the contracts' terms.

I When-Issued Securities and Delayed Delivery Transactions — The Portfolio may purchase or sell securities on a delayed delivery or when-issued basis, including TBA (To Be Announced) securities. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Portfolio maintains security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.75% of the Portfolio's average daily net assets up to $500 million, 0.6875% from $500 million up to $1 billion, 0.6250% from $1 billion up to $1.5 billion, 0.5625% from $1.5 billion up to $2 billion, 0.5000% from $2 billion up to $2.5 billion and 0.4375% annually of average daily net assets of $2.5 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio's investment of cash therein is credited against the Portfolio's adviser fee. For the year ended October 31, 2008, the Portfolio's adviser fee totaled $5,558,448 of which $66,017 was allocated from Cash Management and $5,492,431 was paid or accrued directly by the Portfolio. For the year ended October 31, 2008, the Portfolio's adviser fee, including the portion allocated from Cash Management, was 0.73% of the Portfolio's average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM's or BMR's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who 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 October 31, 2008, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of U.S. Government and agency obligations, other than short-term obligations and including maturities and paydowns, aggregated $353,177,160 and $147,272,202, respectively, for the year ended October 31, 2008.

Government Obligations Portfolio as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2008, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	896,023,603
Gross unrealized appreciation	$	2,156,705
Gross unrealized depreciation		(16,503,624	)
Net unrealized depreciation	$	(14,346,919	)

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include 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 Portfolio 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 October 31, 2008 is as follows:

Futures Contracts

Expiration Date				Contracts				Position				Aggregate Cost				Value				Net Unrealized Depreciation
	12/08			925 10 Year U.S. Treasury Note				Long				$	106,926,761			$	104,597,266			$	(2,329,495	)

At October 31, 2008, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

6 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either 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. At October 31, 2008, the Portfolio did not have a balance outstanding pursuant to this line of credit. Average borrowings and the average interest rate for the year ended October 31, 2008 were $4,972,951 and 2.45%, respectively.

7 Securities Lending Agreement

The Portfolio has established a securities lending agreement in which the Portfolio lends portfolio securities to a broker in exchange for collateral consisting of either cash or U.S. government securities in an amount at least equal to the market value of the securities on loan. 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 pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Portfolio offsets a portion of the interest income received and amounted to $386,784 for the year ended October 31, 2008. At October 31, 2008, the Portfolio did not have any securities on loan. In the event of counterparty default, the Fund is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans. The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

8 Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of October 31, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (FAS 161), "Disclosures about Derivative Instruments and Hedging Activities". FAS 161 requires enhanced disclosures about an entity's derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio's financial statement disclosures.

Government Obligations Portfolio as of October 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Government Obligations Portfolio:

We have audited the accompanying statement of assets and liabilities of Government Obligations Portfolio (the "Portfolio"), including the portfolio of investments, as of October 31, 2008, the related statement of operations for the year then ended, and the statements of changes in net assets and the supplementary data for each of the two years in the period then ended. 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. The supplementary data for the year ended October 31, 2006, and all prior periods presented were audited by other auditors. Those auditors expressed an unqualified opinion on those supplementary data in their report dated December 27, 2006.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 October 31, 2008, the results of its operations for the year then ended, and the changes in its net assets and the supplementary data for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 15, 2008

Eaton Vance Government Obligations Fund
Government Obligations Portfolio

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

Eaton Vance Government Obligations Fund

The Fund held a Special Meeting of Shareholders on November 14, 2008 to elect Trustees. The results of the vote were as follows:

	Number of Shares
Nominee for Trustee	For		Withheld
Benjamin C. Esty		68,235,364		721,167
Thomas E. Faust Jr.		68,233,155		723,376
Allen R. Freedman		68,218,890		737,640
William H. Park		68,240,269		716,261
Ronald A. Pearlman		68,203,372		753,159
Helen Frame Peters		68,213,217		743,313
Heidi L. Steiger		68,214,273		742,258
Lynn A. Stout		68,240,589		715,942
Ralph F. Verni		68,229,376		727,154

Each nominee was also elected a Trustee of Government Obligations Portfolio.

Government Obligations Portfolio

The Portfolio held a Special Meeting of Interestholders on November 14, 2008 to elect Trustees. The results of the vote were as follows:

	Interest in the Portfolio
Nominee for Trustee	For			Withheld
Benjamin C. Esty		96	%		1	%
Thomas E. Faust Jr.		96	%		1	%
Allen R. Freedman		96	%		1	%
William H. Park		96	%		1	%
Ronald A. Pearlman		96	%		1	%
Helen Frame Peters		96	%		1	%
Heidi L. Steiger		96	%		1	%
Lynn A. Stout		96	%		1	%
Ralph F. Verni		96	%		1	%

Results are rounded to the nearest whole number.

Eaton Vance Government Obligations Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

• An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

• An independent report comparing each fund's total expense ratio and its components to comparable funds;

• An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

• Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

• Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

• Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

• Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

• Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

• Data relating to portfolio turnover rates of each fund;

• The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

• Reports detailing the financial results and condition of each adviser;

• Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

• Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

• Copies of or descriptions of each adviser's proxy voting policies and procedures;

• Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

• Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

• Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

• Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

• The terms of each advisory agreement.

Eaton Vance Government Obligations Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve-month period ended April 30, 2008.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of the Government Obligations Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Government Obligations Fund (the "Fund") invests, with Boston Management and Research (the "Adviser"), including the fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser's experience in investing in mortgage-backed securities, including seasoned mortgage-backed securities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission.

The Board also considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Eaton Vance Government Obligations Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2007 for the Fund. The Board concluded that the Fund's performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to as "management fees"). As part of its review, the Board considered the management fees and the Fund's total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Government Obligations Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, "Parametric" refers to Parametric Portfolio Associates and "EVD" refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen By
Trustee⁽¹⁾

Other Directorships Held

Interested Trustee

Thomas E. Faust Jr.
5/31/58

Trustee and President of the Trust

Trustee since 2007 and President of the Trust since 2002

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 173 registered investment companies and 4 private companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.

173

Director of EVC

Noninterested Trustees

Benjamin C. Esty 1/2/63

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.

173

None

Allen R. Freedman 4/3/40

Trustee

Since 2007

Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).

173

Director of Assurant, Inc. and Stonemor Partners L.P. (owner and operator of cemeteries)

William H. Park 9/19/47

Trustee

Since 2003

Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).

173

None

Ronald A. Pearlman 7/10/40

Trustee

Since 2003

Professor of Law, Georgetown University Law Center.

173

None

Helen Frame Peters 3/22/48

Trustee

Since 2008

Professor of Finance, Carroll School of Management, Boston College (since 2003). Adjunct Professor of Finance, Peking University, Beijing, China (since 2005). Formerly, Dean, Carroll School of Management, Boston College (2000-2003).

173

Director of Federal Home Loan Bank of Boston (a bank for banks) and BJ's Wholesale Clubs (wholesale club retailer); Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds)

Heidi L. Steiger 7/8/53

Trustee

Since 2007

Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).

173

Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen By
Trustee⁽¹⁾

Other Directorships Held

Noninterested Trustees (continued)

Lynn A. Stout 9/14/57

Trustee

Since 1998

Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.

173

None

Ralph F. Verni 1/26/43

Chairman of the Board and Trustee

Chairman of the Board since 2007 and Trustee since 2005

Consultant and private investor.

173

None

Principal Officers who are not Trustees

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

William H. Ahern, Jr. 7/28/59

Vice President of the Trust

Since 1995

Vice President of EVM and BMR. Officer of 75 registered investment companies managed by EVM or BMR.

John R. Baur 2/10/70

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 33 registered investment companies managed by EVM or BMR.

Michael A. Cirami 12/24/75

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Previously, attended the University of Rochester William E. Simon Graduate School of Business Administration (2001-2003), and prior thereto he was a Team Leader for the Institutional Services Group for State Street Bank in Luxembourg. Officer of 33 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 3/2/63

Vice President of the Trust

Since 2005

Vice President of EVM and BMR. Officer of 90 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 12/4/72

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Previously, Sector Portfolio Manager and Senior Equity Analyst of Brown Brothers Harriman (1997-2003). Officer of 30 registered investment companies managed by EVM or BMR.

Christine M. Johnston 11/9/72

Vice President

Of the Trust since 2007 and of the Portfolio since 2006

Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.

Aamer Khan 6/7/60

Vice President of the Trust

Since 2005

Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Thomas H. Luster 4/8/62

Vice President of the Trust

Since 2006

Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

Robert B. MacIntosh 1/22/57

Vice President of the Trust

Since 1998

Vice President of EVM and BMR. Officer of 90 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 10/26/57

Vice President of the Trust

Since 2001

Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 81 registered investment companies managed by EVM or BMR.

Judith A. Saryan 8/21/54

Vice President of the Trust

Since 2003

Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Susan Schiff 3/13/61

Vice President

Vice President of the Trust since 2002 and of the Portfolio since 1993

Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas Seto 9/27/62

Vice President of the Trust

Since 2007

Vice President and Director of Portfolio Management of Parametric. Officer of 31 registered investment companies managed by EVM or BMR.

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Principal Officers who are not Trustees (continued)

David M. Stein 5/4/51

Vice President of the Trust

Since 2007

Managing Director and Chief Investment Officer of Parametric. Officer of 31 registered investment companies managed by EVM or BMR.

Mark S. Venezia 5/23/49

Vice President of the Trust and President of the Portfolio

Vice President of the Trust since 2007 and President of the Portfolio since 2002

Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Adam A. Weigold 3/22/75

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Officer of 71 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 6/19/57

Treasurer

Of the Trust since 2005 and of the Portfolio since 2008⁽²⁾

Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 5/24/60

Secretary and Chief Legal Officer

Secretary since 2007 and Chief Legal Officer since 2008

Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.

Paul M. O'Neil 7/11/53

Chief Compliance Officer

Since 2004

Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.

⁽¹⁾ Includes both master and feeder funds in a master-feeder structure.

⁽²⁾ Prior to 2008, Ms. Campbell served as Assistant Treasurer of the Portfolio since 1998.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance's website at www.eatonvance.com or by calling 1-800-262-1122.

This Page Intentionally Left Blank

Investment Adviser of Government Obligations Portfolio
Boston Management and Research

The Eaton Vance Building
255 State Street
Boston, MA 02109

Administrator of Eaton Vance Government Obligations Fund
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.

The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PNC Global Investment Servicing

Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116-5022

Eaton Vance Government Obligations Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109

This report must be preceded or accompanied by a current prospectus. Before investing, investors should consider carefully the Fund's investment objective, risks, and charges and expenses. The Fund's current prospectus contains this and other information about the Fund and is available through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-262-1122.

140-12/08 GOSRC

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended October 31, 2007 and October 31, 2008 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during such periods.

Fiscal Years Ended	10/31/2007		10/31/2008

Audit Fees	$	48,000	$	48,645

Audit-Related Fees(1)	$	0	$	0

Tax Fees(2)	$	16,000	$	17,060

All Other Fees(3)	$	0	$	592

Total	$	64,000	$	66,297

(1) Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

(2) Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.

(3) All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

For the fiscal years ended October 31, 2007 and October 31, 2008, the registrant was billed $35,000 and $40,000, respectively, by D&T the principal accountant for the registrant, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit

committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal year ended October 31 2007 and the fiscal year ended October 31, 2008; and (ii) the aggregate non-audit fees (i.e., fees for audit related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods.

Fiscal Years Ended	10/31/07		10/31/08

Registrant	$	16,000	$	17,060

Eaton Vance(1)	$	286,446	$	317,301

(1) Certain entities that provide ongoing services to the registrant are subsidiaries of Eaton Vance Corp.

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not required in this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not required in this filing.

Item 10. Submission of Matters to a Vote of Security Holders.

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a)(1)		Registrant’s Code of Ethics — Not applicable (please see Item 2).
(a)(2)(i)		Treasurer’s Section 302 certification.
(a)(2)(ii)		President’s Section 302 certification.
(b)		Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Government Obligations Portfolio

By:	/s/ Mark S. Venezia
	Mark S. Venezia
	President


Date:	December 15, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Barbara E. Campbell
	Barbara E. Campbell
	Treasurer


Date:	December 15, 2008

By:	/s/ Mark S. Venezia
	Mark S. Venezia
	President


Date:	December 15, 2008