0001193125-17-214655.txt : 20170627 0001193125-17-214655.hdr.sgml : 20170627 20170627150658 ACCESSION NUMBER: 0001193125-17-214655 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170430 FILED AS OF DATE: 20170627 DATE AS OF CHANGE: 20170627 EFFECTIVENESS DATE: 20170627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT OBLIGATIONS PORTFOLIO CENTRAL INDEX KEY: 0000912747 IRS NUMBER: 043162811 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08012 FILM NUMBER: 17932186 BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 0000912747 S000005232 GOVERNMENT OBLIGATIONS PORTFOLIO C000014257 GOVERNMENT OBLIGATIONS PORTFOLIO N-CSRS 1 d409046dncsrs.htm GOVERNMENT OBLIGATIONS PORTFOLIO Government Obligations Portfolio

 

 

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)

 

 

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

 

 

Maureen A. Gemma

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

 

 

(617) 482-8260

(Registrant’s Telephone Number)

October 31

Date of Fiscal Year End

April 30, 2017

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders

 


Government Obligations Portfolio

April 30, 2017

 

Portfolio of Investments (Unaudited)

 

 

Mortgage Pass-Throughs — 74.4%  
   
Security  

Principal

Amount

(000’s omitted)

    Value  

Federal Home Loan Mortgage Corp.:

   

2.862%, with maturity at 2035(1)

  $ 4,234     $ 4,392,331  

2.866%, with maturity at 2036(1)

    2,505       2,637,634  

2.892%, with maturity at 2038(1)

    2,525       2,669,490  

2.926%, with maturity at 2034(1)

    1,033       1,072,864  

4.50%, with various maturities to 2035

    2,364       2,509,524  

5.00%, with various maturities to 2018

    364       371,910  

5.50%, with various maturities to 2032

    420       446,619  

6.00%, with various maturities to 2033

    2,628       2,954,052  

6.50%, with various maturities to 2036

    17,026       19,377,573  

6.87%, with maturity at 2024

    58       63,787  

7.00%, with various maturities to 2036

    11,055       12,679,064  

7.09%, with maturity at 2023

    227       244,182  

7.25%, with maturity at 2022

    242       260,386  

7.31%, with maturity at 2027

    37       41,740  

7.50%, with various maturities to 2035

    10,170       11,922,168  

7.63%, with maturity at 2019

    23       22,962  

7.78%, with maturity at 2022

    29       30,816  

7.85%, with maturity at 2020

    32       33,065  

8.00%, with various maturities to 2034

    1,199       1,348,722  

8.13%, with maturity at 2019

    41       42,144  

8.15%, with various maturities to 2021

    77       81,045  

8.50%, with various maturities to 2031

    1,903       2,201,024  

9.00%, with various maturities to 2027

    247       264,445  

9.50%, with various maturities to 2026

    318       330,203  

10.50%, with maturity at 2020

    88       94,915  
                 
  $ 66,092,665  
                 

Federal National Mortgage Association:

   

1.849%, with various maturities to 2035(1)

  $ 13,588     $ 13,750,534  

1.853%, with various maturities to 2033(1)

    1,613       1,628,683  

1.866%, with various maturities to 2044(1)

    1,851       1,867,804  

1.888%, with maturity at 2035(1)

    782       789,390  

1.953%, with maturity at 2022(1)

    254       254,876  

2.154%, with maturity at 2037(1)

    2,750       2,750,942  

2.602%, with maturity at 2036(1)

    566       566,547  

2.736%, with maturity at 2040(1)

    842       880,932  

3.023%, with maturity at 2027(1)

    900       932,463  

3.031%, with maturity at 2036(1)

    583       591,267  

3.578%, with maturity at 2034(1)

    2,621       2,774,622  

3.716%, with maturity at 2021(1)

    259       263,940  

3.728%, with maturity at 2035(1)

    2,630       2,777,888  

3.732%, with maturity at 2036(1)

    9,088       9,714,294  

3.787%, with maturity at 2036(1)

    155       160,515  

3.943%, with maturity at 2034(1)

    2,473       2,610,303  

4.042%, with maturity at 2035(1)

    2,469       2,636,055  
Security  

Principal

Amount

(000’s omitted)

    Value  

Federal National Mortgage Association: (continued)

 

 

4.71%, with maturity at 2034(1)

  $ 5,323     $ 5,643,408  

5.00%, with maturity at 2027

    137       149,864  

5.50%, with various maturities to 2030

    444       468,879  

6.00%, with various maturities to 2038

    8,248       9,355,861  

6.43%, with maturity at 2025(2)

    80       89,001  

6.50%, with various maturities to
2038(3)

    68,172       77,980,685  

7.00%, with various maturities to 2037

    36,941       43,008,407  

7.50%, with various maturities to 2035

    3,083       3,570,774  

7.875%, with maturity at 2021

    195       211,928  

8.00%, with various maturities to 2034

    13,377       15,895,700  

8.022%, with maturity at 2030(2)

    7       7,601  

8.25%, with maturity at 2025

    82       90,792  

8.33%, with maturity at 2020

    110       116,760  

8.398%, with maturity at 2021(2)

    20       22,033  

8.50%, with various maturities to 2037

    2,237       2,675,010  

9.00%, with various maturities to 2026

    68       77,802  

9.499%, with maturity at 2025(2)

    0 (4)      72  

9.50%, with various maturities to 2030

    211       229,956  

9.501%, with maturity at 2025(2)

    6       6,591  

9.537%, with maturity at 2021(2)

    8       8,420  

9.571%, with maturity at 2025(2)

    2       1,955  

9.67%, with maturity at 2021(2)

    16       17,312  

9.75%, with maturity at 2019

    4       4,746  

9.958%, with maturity at 2023(2)

    10       10,873  

9.991%, with maturity at 2020(2)

    0 (4)      504  

10.081%, with maturity at 2021(2)

    4       4,178  

10.963%, with maturity at 2021(2)

    0 (4)      202  

11.00%, with maturity at 2020

    2       2,122  
                 
  $ 204,602,491  
                 

Government National Mortgage Association:

   

2.25%, with various maturities to
2027(1)

  $ 339     $ 346,083  

6.00%, with maturity at 2033

    640       732,852  

6.50%, with various maturities to 2034

    5,456       6,308,402  

7.00%, with maturity at 2034

    5,200       6,068,301  

7.50%, with various maturities to 2032

    1,279       1,450,241  

8.00%, with various maturities to 2017

    1       641  

8.25%, with maturity at 2019

    8       8,092  

8.30%, with maturity at 2020

    6       6,603  

8.50%, with various maturities to 2018

    2       1,666  

9.00%, with various maturities to 2024

    0 (4)      501  

9.50%, with various maturities to 2025

    239       261,206  
                 
  $ 15,184,588  
                 

Total Mortgage Pass-Throughs
(identified cost $278,651,868)

    $ 285,879,744  
                 
 

 

  17   See Notes to Financial Statements.


Government Obligations Portfolio

April 30, 2017

 

Portfolio of Investments (Unaudited) — continued

 

 

Collateralized Mortgage Obligations — 24.8%  
   
Security  

Principal

Amount

(000’s omitted)

    Value  

Federal Home Loan Mortgage Corp.:

   

Series 30, Class I, 7.50%, 4/25/24

  $ 77     $ 86,063  

Series 246, (Principal Only), Class PO, 0.00%, 5/15/37(5)

    4,612       4,253,923  

Series 1822, Class Z, 6.90%, 3/15/26

    403       444,057  

Series 1829, Class ZB, 6.50%, 3/15/26

    131       141,867  

Series 1896, Class Z, 6.00%, 9/15/26

    207       224,080  

Series 2075, Class PH, 6.50%, 8/15/28

    94       103,306  

Series 2091, Class ZC, 6.00%, 11/15/28

    323       354,864  

Series 2102, Class Z, 6.00%, 12/15/28

    91       102,720  

Series 2115, Class K, 6.00%, 1/15/29

    724       801,809  

Series 2142, Class Z, 6.50%, 4/15/29

    207       236,558  

Series 2245, Class A, 8.00%, 8/15/27

    3,192       3,754,858  

Series 3435, (Principal Only), Class PO, 0.00%, 4/15/38(5)

    4,338       3,797,650  

Series 4039, Class ME, 2.00%, 12/15/40

    996       996,639  

Series 4204, Class AF, 1.983%, 5/15/43(6)

    2,855       2,813,376  

Series 4259, Class UE, 2.50%, 5/15/43

    3,211       3,233,521  

Series 4319, Class SY, 6.155%, 3/15/44(7)

    235       237,848  

Series 4336, Class GU, 3.50%, 2/15/53

    87       86,781  

Series 4337, Class YT, 3.50%, 4/15/49

    7,826       7,924,553  

Series 4385, Class SC, 7.04%, 9/15/44(7)

    365       352,763  

Series 4407, Class LN, 7.03%, 12/15/43(7)

    349       343,563  

Series 4495, Class JA, 3.50%, 5/15/45

    2,057       2,087,448  

Series 4502, Class SL, 7.04%, 6/15/45(7)

    756       714,422  

Series 4584, Class PM, 3.00%, 5/15/46

    4,720       4,838,881  

Series 4637, Class QU, 3.00%, 4/15/44

    8,839       8,615,772  

Series 4639, Class KF, 2.283%, 12/15/44(6)

    9,593       9,602,223  
                 
  $ 56,149,545  
                 

Federal National Mortgage Association:

   

Series G-8, Class E, 9.00%, 4/25/21

  $ 71     $ 75,538  

Series G92-44, Class ZQ, 8.00%, 7/25/22

    2       2,249  

Series G93-36, Class ZQ, 6.50%, 12/25/23

    3,565       3,872,464  

Series 379, (Principal Only), Class 1, 0.00%, 5/25/37(5)

    3,398       3,115,613  

Series 1993-16, Class Z, 7.50%, 2/25/23

    109       120,618  

Series 1993-39, Class Z, 7.50%, 4/25/23

    316       351,476  

Series 1993-45, Class Z, 7.00%, 4/25/23

    348       379,037  

Series 1993-149, Class M, 7.00%, 8/25/23

    125       135,485  

Series 1993-178, Class PK, 6.50%, 9/25/23

    271       297,345  

Series 1994-40, Class Z, 6.50%, 3/25/24

    300       330,129  

Series 1994-42, Class K, 6.50%, 4/25/24

    1,252       1,376,252  

Series 1994-82, Class Z, 8.00%, 5/25/24

    455       512,208  

Series 1997-81, Class PD, 6.35%, 12/18/27

    189       206,151  

Series 2000-49, Class A, 8.00%, 3/18/27

    335       382,269  

Series 2001-81, Class HE, 6.50%, 1/25/32

    688       793,563  
Security  

Principal

Amount

(000’s omitted)

    Value  

Federal National Mortgage Association: (continued)

   

Series 2002-1, Class G, 7.00%, 7/25/23

  $ 159     $ 173,246  

Series 2005-37, Class SU, 25.238%, 3/25/35(7)

    499       625,984  

Series 2012-35, Class GE, 3.00%, 5/25/40

    3,034       3,085,557  

Series 2012-134, Class ZT, 2.00%, 12/25/42

    4,477       3,821,845  

Series 2013-52, Class MD, 1.25%, 6/25/43

    4,286       4,036,884  

Series 2014-17, (Principal Only), Class PO, 0.00%, 4/25/44(5)

    4,096       3,407,817  

Series 2016-41, Class HZ, 2.00%, 5/25/44

    1,167       1,162,883  

Series 2016-89, Class ZH, 3.00%, 12/25/46

    4,221       4,229,631  
                 
  $ 32,494,244  
                 

Government National Mortgage Association:

   

Series 2011-156, Class GA, 2.00%, 12/16/41

  $ 839     $ 768,585  

Series 2015-62, Class PQ, 3.00%, 5/20/45

    1,369       1,369,189  

Series 2016-129, Class ZC, 2.00%, 6/20/45

    2,758       2,712,837  

Series 2016-81, Class CZ, 2.25%, 3/16/45

    1,631       1,619,515  

Series 2016-91, Class UZ, 3.00%, 7/20/46

    122       117,437  
                 
  $ 6,587,563  
                 

Total Collateralized Mortgage Obligations
(identified cost $94,594,991)

    $ 95,231,352  
                 
Short-Term Investments — 0.5%  
   
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.07%(8)

    1,785,118     $ 1,785,654  
                 

Total Short-Term Investments
(identified cost $1,785,475)

    $ 1,785,654  
                 

Total Investments — 99.7%
(identified cost $375,032,334)

    $ 382,896,750  
                 

Other Assets, Less Liabilities — 0.3%

 

  $ 1,112,406  
                 

Net Assets — 100.0%

 

  $ 384,009,156  
                 

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

(1) 

Adjustable rate mortgage security. Rate shown is the rate at April 30, 2017.

 

(2) 

Weighted average fixed-rate coupon that changes/updates monthly. Rate shown is the rate at April 30, 2017.

 

(3) 

Security (or a portion thereof) has been pledged to cover collateral requirements on open derivative contracts.

 

(4) 

Principal amount is less than $500.

 

(5) 

Principal only security that entitles the holder to receive only principal payments on the underlying mortgages.

 

 

 

  18   See Notes to Financial Statements.


Government Obligations Portfolio

April 30, 2017

 

Portfolio of Investments (Unaudited) — continued

 

 

(6) 

Variable rate security. The stated interest rate represents the rate in effect at April 30, 2017.

 

(7) 

Inverse floating-rate security whose coupon varies inversely with changes in the interest rate index. The stated interest rate represents the coupon rate in effect at April 30, 2017.

(8) 

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 April 30, 2017.

 

 

Futures Contracts  
Description   Contracts      Position     

Expiration

Month/Year

     Aggregate Cost      Value     

Net Unrealized

Appreciation
(Depreciation)

 

Interest Rate Futures

                
U.S. 5-Year Treasury Note     591        Short        Jun-17      $ (69,464,482    $ (69,978,094    $ (513,612
U.S. 10-Year Treasury Note     58        Short        Jun-17        (7,170,250      (7,291,688      (121,438
U.S. Ultra-Long Treasury Bond     159        Long        Jun-17        25,741,183        25,907,063        165,880  
                                                 $ (469,170

 

Interest Rate Swaps  
Counterparty  

Notional

Amount

(000’s omitted)

    

Portfolio

Pays/Receives

Floating Rate

    

Floating

Rate Index

  

Annual

Fixed Rate

    

Effective Date/

Termination

Date

    

Net Unrealized

Depreciation

 
Deutsche Bank AG   $ 20,000        Receives      3-month USD-LIBOR-BBA      2.82     

June 1, 2017/

June 1, 2047

 

 

   $ (1,398,496
                                             $ (1,398,496

The effective date represents the date on which the Portfolio and the counterparty to the interest rate swap contract begin interest payment accruals.

 

  19   See Notes to Financial Statements.


Government Obligations Portfolio

April 30, 2017

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets   April 30, 2017  

Unaffiliated investments, at value (identified cost, $373,246,859)

  $ 381,111,096  

Affiliated investment, at value (identified cost, $1,785,475)

    1,785,654  

Restricted cash*

    1,802,176  

Interest receivable

    1,520,593  

Dividend receivable from affiliated investment

    900  

Receivable for investments sold

    187,906  

Receivable for variation margin on open financial futures contracts

    50,828  

Total assets

  $ 386,459,153  
Liabilities        

Payable for open swap contracts

  $ 1,398,496  

Due to custodian

    701,349  

Payable to affiliates:

 

Investment adviser fee

    243,999  

Trustees’ fees

    2,563  

Accrued expenses

    103,590  

Total liabilities

  $ 2,449,997  

Net Assets applicable to investors’ interest in Portfolio

  $ 384,009,156  
Sources of Net Assets        

Investors’ capital

  $ 378,012,406  

Net unrealized appreciation

    5,996,750  

Total

  $ 384,009,156  

 

* Represents restricted cash on deposit at the custodian and the broker for open derivative contracts.

 

  20   See Notes to Financial Statements.


Government Obligations Portfolio

April 30, 2017

 

Statement of Operations (Unaudited)

 

 

Investment Income  

Six Months Ended

April 30, 2017

 

Interest

  $ 6,562,666  

Dividends from affiliated investment

    53,292  

Total investment income

  $ 6,615,958  
Expenses        

Investment adviser fee

  $ 1,740,037  

Trustees’ fees and expenses

    15,165  

Custodian fee

    73,775  

Legal and accounting services

    44,624  

Miscellaneous

    19,664  

Total expenses

  $ 1,893,265  

Net investment income

  $ 4,722,693  
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 1,831,454  

Investment transactions — affiliated investment

    4,544  

Financial futures contracts

    (5,745,754

Swap contracts

    1,302,028  

Net realized loss

  $ (2,607,728

Change in unrealized appreciation (depreciation) —

 

Investments

  $ (7,804,123

Investments — affiliated investment

    (3,111

Financial futures contracts

    2,336,317  

Swap contracts

    6,729,394  

Net change in unrealized appreciation (depreciation)

  $ 1,258,477  

Net realized and unrealized loss

  $ (1,349,251

Net increase in net assets from operations

  $ 3,373,442  

 

  21   See Notes to Financial Statements.


Government Obligations Portfolio

April 30, 2017

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Six Months Ended

April 30, 2017

(Unaudited)

   

Year Ended

October 31, 2016

 

From operations —

   

Net investment income

  $ 4,722,693     $ 11,324,009  

Net realized gain (loss) from investment transactions, financial futures contracts and swap contracts

    (2,607,728     4,357,132  

Net change in unrealized appreciation (depreciation) from investments, financial futures contracts and swap contracts

    1,258,477       (11,810,371

Net increase in net assets from operations

  $ 3,373,442     $ 3,870,770  

Capital transactions —

   

Contributions

  $ 3,932,734     $ 49,563,036  

Withdrawals

    (151,246,424     (155,365,928

Net decrease in net assets from capital transactions

  $ (147,313,690   $ (105,802,892

Net decrease in net assets

  $ (143,940,248   $ (101,932,122
Net Assets                

At beginning of period

  $ 527,949,404     $ 629,881,526  

At end of period

  $ 384,009,156     $ 527,949,404  

 

  22   See Notes to Financial Statements.


 

 

Government Obligations Portfolio

April 30, 2017

 

Financial Highlights

 

 

    Six Months Ended
April 30, 2017
(Unaudited)
    Year Ended October 31,  
Ratios/Supplemental Data     2016     2015     2014     2013     2012  

Ratios (as a percentage of average daily net assets):

           

Expenses(1)

    0.83 %(2)      0.80     0.79     0.78     0.75     0.74

Net investment income

    2.06 %(2)      1.98     2.10     2.33     1.83     2.50

Portfolio Turnover

    7 %(3)      15     33     4     8     26

Total Return

    0.77 %(3)      0.60     1.11     3.13     (1.35 )%      2.89

Net assets, end of period (000’s omitted)

  $ 384,009     $ 527,949     $ 629,882     $ 689,403     $ 848,719     $ 1,271,010  

 

(1) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

(2) 

Annualized.

 

(3) 

Not annualized.

 

  23   See Notes to Financial Statements.


Government Obligations Portfolio

April 30, 2017

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

Government Obligations Portfolio (the Portfolio) is a Massachusetts business 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. The Portfolio invests 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 April 30, 2017, Eaton Vance Government Obligations Fund held an interest of 99.9% 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 (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Debt Obligations. Debt obligations are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less for which a valuation from a third party pricing service is not readily available may be valued at amortized cost, which approximates fair value.

Derivatives. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows on swaps are discounted to their present value using swap rates provided by electronic data services or by broker/dealers.

Affiliated Fund. The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

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. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

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 losses and any other items of income, gain, loss, deduction or credit.

As of April 30, 2017, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP 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.

 

 

  24  


Government Obligations Portfolio

April 30, 2017

 

Notes to Financial Statements (Unaudited) — continued

 

 

F  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. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. 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.

G  Financial Futures Contracts — 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 contract amount (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. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

H  Interest Rate Swaps — Swap contracts are privately negotiated agreements between the Portfolio and a counterparty. Certain swap contracts may be centrally cleared (“centrally cleared swaps”), whereby all payments made or received by the Portfolio pursuant to the contract are with a central clearing party (CCP) rather than the original counterparty. The CCP guarantees the performance of the original parties to the contract. Upon entering into centrally cleared swaps, the Portfolio is required to deposit with the CCP, either in cash or securities, an amount of initial margin determined by the CCP, which is subject to adjustment.

Pursuant to interest rate swap agreements, the Portfolio either makes floating-rate payments to the counterparty (or CCP in the case of centrally cleared swaps) based on a benchmark interest rate in exchange for fixed-rate payments or the Portfolio makes fixed-rate payments to the counterparty (or CCP in the case of a centrally cleared swap) in exchange for payments on a floating benchmark interest rate. Payments received or made are recorded as realized gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. For centrally cleared swaps, the daily change in valuation is recorded as a receivable or payable for variation margin and settled in cash with the CCP daily. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. In the case of centrally cleared swaps, counterparty risk is minimal due to protections provided by the CCP. Risk may also arise from movements in interest rates.

I  Interim Financial Statements — The interim financial statements relating to April 30, 2017 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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% of average daily net assets of $2.5 billion or more, and is payable monthly. Effective May 1, 2017, pursuant to an additional fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, 0.625% from $500 million up to $1 billion, 0.600% 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% of average daily net assets of $2.5 billion or more. The fee reductions cannot be terminated or reduced without the approval of a majority vote of the Trustees of the Portfolio who are not interested persons of BMR or the Portfolio and by the vote of a majority of the holders of interests in the Portfolio. For the six months ended April 30, 2017, the Portfolio’s investment adviser fee amounted to $1,740,037 or 0.75% (annualized) of the Portfolio’s average daily net assets. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations 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 six months ended April 30, 2017, 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 investments, other than short-term obligations, and including maturities and paydowns, aggregated $32,378,839 and $142,125,434, respectively, for the six months ended April 30, 2017.

 

  25  


Government Obligations Portfolio

April 30, 2017

 

Notes to Financial Statements (Unaudited) — continued

 

 

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2017, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 381,623,953  

Gross unrealized appreciation

  $ 4,713,311  

Gross unrealized depreciation

    (3,440,514

Net unrealized appreciation

  $ 1,272,797  

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 swap 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 do 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 April 30, 2017 is included in the Portfolio of Investments. At April 30, 2017, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to interest rate risk in the normal course of pursuing its investment objective. Because the Portfolio holds fixed-rate bonds, the value of these bonds may decrease if interest rates rise. The Portfolio utilizes various interest rate derivatives including U.S. Treasury futures contracts and interest rate swaps to enhance total return, to change the overall duration of the portfolio and to hedge against fluctuations in securities prices due to changes in interest rates.

The Portfolio enters into swap contracts (other than centrally cleared swaps) that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At April 30, 2017, the fair value of derivatives with credit-related contingent features in a net liability position was $1,398,496. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $2,086,809 at April 30, 2017.

The over-the-counter (OTC) derivatives in which the Portfolio invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Portfolio has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Portfolio and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Portfolio may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Portfolio’s net assets decline by a stated percentage or the Portfolio fails to meet the terms of its ISDA Master Agreements, which would cause the counterparty to accelerate payment by the Portfolio of any net liability owed to it.

The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Portfolio and/or counterparty is held in segregated accounts by the Portfolio’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by a counterparty for the benefit of the Portfolio, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Portfolio as collateral, if any, are identified as such in the Portfolio of Investments.

 

 

  26  


Government Obligations Portfolio

April 30, 2017

 

Notes to Financial Statements (Unaudited) — continued

 

 

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is interest rate risk at April 30, 2017 was as follows:

 

    Fair Value  
Derivative   Asset Derivative      Liability Derivative  

Futures contracts

  $ 165,880 (1)     $ (635,050 )(1) 

Swap contracts

           (1,398,496 )(2) 

Total

  $ 165,880      $ (2,033,546

Derivatives not subject to master netting or similar agreements

  $ 165,880      $ (635,050

Total Derivatives subject to master netting or similar agreements

  $      $ (1,398,496

 

(1) 

Amount represents cumulative unrealized appreciation or (depreciation) on futures contracts. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

 

(2) 

Statement of Assets and Liabilities location: Payable for open swap contracts; Net unrealized appreciation.

The Portfolio’s derivative assets and liabilities at fair value by type, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above. The following table presents the Portfolio’s derivative liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral pledged by the Portfolio for such liabilities as of April 30, 2017.

 

Counterparty  

Derivative

Liabilities Subject to
Master Netting
Agreement

    

Derivatives

Available

for Offset

     Non-cash
Collateral
Pledged
(a)
     Cash
Collateral
Pledged
(a)
    

Net Amount

of Derivative

Liabilities (b)

 

Deutsche Bank AG

  $ (1,398,496    $         —      $ 746,809      $ 651,687      $         —  

 

(a) 

In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

 

(b) 

Net amount represents the net amount payable to the counterparty in the event of default.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk for the six months ended April 30, 2017 was as follows:

 

Derivative   Realized Gain (Loss)
on Derivatives Recognized
in Income
(1)
    

Change in Unrealized

Appreciation (Depreciation) on

Derivatives Recognized in Income(2)

 

Futures contracts

  $ (5,745,754    $ 2,336,317  

Swap contracts

  $ 1,302,028      $ 6,729,394  

 

(1) 

Statement of Operations location: Net realized gain (loss) – Financial futures contracts and Swap contracts, respectively.

 

(2) 

Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Swap contracts, respectively.

The average notional cost of futures contracts and average notional amounts of other derivative contracts outstanding during the six months ended April 30, 2017, which are indicative of the volume of these derivative types, were as follows:

 

Futures
Contracts — Long
    Futures
Contracts — Short
    Swap
Contracts
 
  $46,910,000     $ 105,921,000     $ 62,857,000  

 

 

  27  


Government Obligations Portfolio

April 30, 2017

 

Notes to Financial Statements (Unaudited) — continued

 

 

6  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 1, 2017. 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 0.15% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended April 30, 2017.

7  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At April 30, 2017, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Mortgage Pass-Throughs

  $      $ 285,879,744      $         —      $ 285,879,744  

Collateralized Mortgage Obligations

           95,231,352               95,231,352  

Short-Term Investments

           1,785,654               1,785,654  

Total Investments

  $      $ 382,896,750      $      $ 382,896,750  

Futures Contracts

  $ 165,880      $      $      $ 165,880  

Total

  $ 165,880      $ 382,896,750      $      $ 383,062,630  

Liability Description

                                  

Futures Contracts

  $ (635,050    $      $      $ (635,050

Swap Contracts

           (1,398,496             (1,398,496

Total

  $ (635,050    $ (1,398,496    $      $ (2,033,546

The Portfolio held no investments or other financial instruments as of October 31, 2016 whose fair value was determined using Level 3 inputs. At April 30, 2017, there were no investments transferred between Level 1 and Level 2 during the six months then ended.

 

  28  


Eaton Vance

Government Obligations Fund

April 30, 2017

 

Board of Trustees’ Contract Approval

 

 

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 continuation 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 registered investment companies advised by either Eaton Vance Management or its affiliate, Boston Management and Research, (the “Eaton Vance Funds”) held on April 25, 2017, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing investment 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 its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2017. The Contract Review Committee also considered information received at prior meetings of the Board and its committees, as relevant to its annual evaluation of the investment advisory and sub-advisory agreements.

The information that the Board considered included, among other things, the following (for funds that invest through one or more underlying portfolio(s), references to “each fund” in this section may include information that was considered at the portfolio-level):

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees paid by each fund with fees paid by comparable funds as identified by the independent data provider (“comparable funds”);

 

 

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

 

 

A report from an independent data provider comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;

 

 

Data regarding investment performance in comparison to benchmark indices, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

 

 

For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;

 

 

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided to each fund, including the investment strategies and processes it employs;

 

 

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’s policies and practices with respect to trading, including each adviser’s processes for monitoring best execution of portfolio transactions;

 

 

Information about the allocation of brokerage transactions and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates of each fund;

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;

 

 

The Code of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

 

 

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

 

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates (including descriptions of various compliance programs) and their record of compliance;

 

 

Information concerning the business continuity and disaster recovery plans of each adviser and its affiliates;

 

 

A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

 

  29  


Eaton Vance

Government Obligations Fund

April 30, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

Information concerning the nature, cost and character of the administrative and other non-investment advisory 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 investment advisory agreement.

Over the course of the twelve-month period ended April 30, 2017, with respect to one or more funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, thirteen, six, eight and ten times, respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each investment adviser relating to each fund, and considered various investment and trading strategies used in pursuing each fund’s investment objective, such as the use of derivative instruments, as well as risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters. In addition to the formal meetings of the Board and its Committees, the Independent Trustees hold regular teleconferences in between meetings to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of investment 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, independent 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 investment advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment 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 investment advisory and sub-advisory agreement. In evaluating each investment advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Eaton Vance Funds’ advisers and sub-advisers.

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 continuation of the investment advisory agreement of Government Obligations Portfolio (the “Portfolio”), a portfolio in which Eaton Vance Government Obligations Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including its 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 based on the material 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, as well as the Adviser’s process for determining the extent to which the Portfolio will invest in seasoned mortgage-backed securities instead of other government securities. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Portfolio, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Portfolio, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Portfolio.

The Board considered 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 professionals, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio

 

  30  


Eaton Vance

Government Obligations Fund

April 30, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board was aware that on April 24, 2017 a former employee of the Adviser agreed to plead guilty to fraud charges arising from the individual’s prior activities as an equity options trader for certain Eaton Vance Funds. The Board was informed that the Adviser became aware of the matter on April 18, 2017, at which time management contacted federal authorities, alerted the Board and began an internal investigation. The Adviser represented to the Board that, based on information available as of April 25, 2017, management had no reason to believe that any other employee of the Adviser or its affiliates was involved in any wrongful activities or that any fund had been materially harmed. The Adviser agreed to keep the Board fully apprised as additional information is learned, and assured the Board that any fund harmed by the former employee’s wrongful activities will be made whole, as determined in consultation with the Board. The Board concluded that the Adviser’s actions in response to these events are appropriate and consistent with the Adviser’s commitment to protect and provide quality services to the Eaton Vance Funds.

The Board 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 fund complex offering exposure to a variety of asset classes and investment disciplines, as well as 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.

Fund Performance

The Board compared the Fund’s investment performance to that of comparable funds and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board’s review included comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2016 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Portfolio and by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one year period ended September 30, 2016, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board considered the fact that, at the request of the Contract Review Committee, the Adviser had undertaken to permanently reduce fees of the Fund in an agreed upon amount, such reduction to be effective May 1, 2017. The Board also considered certain Fund specific factors that had an impact on Fund expense ratios relative to comparable funds, as identified by management in response to inquiries from the Contract Review Committee.

After considering 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 are reasonable.

Profitability and Other “Fall-Out” Benefits

The Board considered the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, to the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to marketing support 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 fall-out benefits received by the Adviser and its affiliates in connection with their relationships with the Fund and the Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients.

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 deemed not to be excessive.

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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, 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 Fund currently shares in any benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund and the Portfolio, the structure of the advisory fees, which include breakpoints at several asset levels, will allow the Fund and the Portfolio to continue to benefit from any economies of scale in the future.

 

  31  


Eaton Vance

Government Obligations Fund

April 30, 2017

 

Officers and Trustees

 

 

Officers of Eaton Vance Government Obligations Fund

 

 

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

 

James F. Kirchner

Treasurer

Paul M. O’Neil

Chief Compliance Officer

 

 

Officers of Government Obligations Portfolio

 

 

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

 

James F. Kirchner

Treasurer

Paul M. O’Neil

Chief Compliance Officer

 

 

Trustees of Eaton Vance Government Obligations Fund and Government Obligations Portfolio

 

 

William H. Park

Chairperson

Scott E. Eston

Thomas E. Faust Jr.*

Mark R. Fetting**

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

Ralph F. Verni

Scott E. Wennerholm**

 

 

* Interested Trustee

 

** Messrs. Fetting and Wennerholm began serving as Trustees effective September 1, 2016.

 

  32  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

 

 

Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

 

 

None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

 

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

 

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by Eaton Vance or your financial advisor. Separate statements will be generated for each separate account and will be householded as described above.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

 

  33  


 

 

This Page Intentionally Left Blank


 

 

This Page Intentionally Left Blank


 

 

This Page Intentionally Left Blank


Investment Adviser of Government Obligations Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Government Obligations Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.

 


LOGO

7692    4.30.17


Item 2. Code of Ethics

Not required in this filing.    

Item 3. Audit Committee Financial Expert

Not required in this filing.    

Item 4. Principal Accountant Fees and Services

Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) prohibits an accounting firm, such as the Portfolio’s principal accountant, Deloitte & Touche LLP (“D&T”), from having certain financial relationships with their audit clients and affiliated entities. Specifically, the Loan Rule provides, in relevant part, that an accounting firm generally would not be independent if it or a “covered person” of the accounting firm (within the meaning of applicable SEC rules relating to auditor independence) receives a loan from a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” Based on information provided to the Audit Committee of the Board of Trustees (the “Audit Committee”) of the Eaton Vance family of funds by D&T, certain relationships between D&T and its affiliates (“Deloitte Entities”) and one or more lenders who are record owners of shares of one or more funds within the Eaton Vance family of funds (the “Funds”) implicate the Loan Rule, calling into question D&T’s independence with respect to the Funds. The Funds are providing this disclosure to explain the facts and circumstances as well as D&T’s conclusions concerning D&T’s objectivity and impartiality with respect to the audits of the Funds notwithstanding the existence of one or more breaches of the Loan Rule.

On June 20, 2016, the U.S. Securities and Exchange Commission (the “SEC”) issued no-action relief to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter (June 20, 2016) (the “No-Action Letter”)) related to an auditor independence issue arising under the Loan Rule. In the No-Action Letter, the SEC indicated that it would not recommend enforcement action against the fund group if the auditor is not in compliance with the Loan Rule provided that: (1) the auditor has complied with PCAOB Rule 3526(b)(1) and 3526(b)(2); (2) the auditor’s non-compliance under the Loan Rule is with respect to certain lending relationships; and (3) notwithstanding such non-compliance, the auditor has concluded that it is objective and impartial with respect to the issues encompassed within its engagement as auditor of the funds. The SEC has indicated that the no-action relief will expire 18 months from its issuance.

Based on information provided by D&T to the Audit Committee, the requirements of the No-Action Letter appear to be met with respect to D&T’s lending relationships described above. Among other things, D&T has advised the Audit Committee of its conclusion that the consequences of the breach of the Loan Rule have been satisfactorily addressed, that D&T’s objectivity and impartiality in the planning and conduct of the audits of the Fund’s financial statements has not been compromised and that, notwithstanding the breach, D&T is in a position to continue as the auditor for the Funds and D&T does not believe any actions need to be taken with respect to previously issued reports by D&T. D&T has advised the Audit Committee that these conclusions were based in part on its consideration of the No-Action Letter and other relevant information communicated to the Audit Committee.

Item 5. Audit Committee of Listed Registrants

Not applicable.

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 applicable.

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

Not applicable.

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

Not applicable.

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/ Payson F. Swaffield

  Payson F. Swaffield
  President
Date:   June 26, 2017

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/ James F. Kirchner

  James F. Kirchner
  Treasurer
Date:   June 26, 2017
By:  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President
Date:   June 26, 2017

 

EX-99.CERT 2 d409046dex99cert.htm EX-99.CERT SECTION 302 CERTIFICATION EX-99.CERT Section 302 Certification

Government Obligations Portfolio

FORM N-CSR

Exhibit 12(a)(2)(i)

CERTIFICATION

I, James F. Kirchner, certify that:

1. I have reviewed this report on Form N-CSR of Government Obligations Portfolio;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 26, 2017  

/s/ James F. Kirchner

  James F. Kirchner
  Treasurer


Government Obligations Portfolio

FORM N-CSR

Exhibit 12(a)(2)(ii)

CERTIFICATION

I, Payson F. Swaffield, certify that:

1. I have reviewed this report on Form N-CSR of Government Obligations Portfolio;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 26, 2017  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President
EX-99.906CERT 3 d409046dex99906cert.htm EX-99.906CERT SECTION 906 CERTIFICATION EX-99.906CERT Section 906 Certification

Form N-CSR Item 12(b) Exhibit

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Government Obligations Portfolio (the “Portfolio”), that:

 

  (a) The Semi-Annual Report of the Portfolio on Form N-CSR for the period ended April 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  (b) The information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Portfolio for such period.

A signed original of this written statement required by section 906 has been provided to the Portfolio and will be retained by the Portfolio and furnished to the Securities and Exchange Commission or its staff upon request.

 

Government Obligations Portfolio
Date: June 26, 2017

/s/ James F. Kirchner

James F. Kirchner
Treasurer
Date: June 26, 2017

/s/ Payson F. Swaffield

Payson F. Swaffield
President
GRAPHIC 4 g325054u44053_bwlogo.jpg GRAPHIC begin 644 g325054u44053_bwlogo.jpg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end