<Page>
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
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Government Obligations Portfolio
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(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
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(Registrant's Telephone Number)
October 31
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Date of Fiscal Year End
October 31, 2004
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Date of Reporting Period
ITEM 1. REPORTS TO STOCKHOLDERS
<Page>
GOVERNMENT OBLIGATIONS PORTFOLIO as of October 31, 2004
PORTFOLIO OF INVESTMENTS
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 0.9%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
- -----------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6.125%, 3/15/12 $ 8,000 $ 9,002,264
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TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS
(IDENTIFIED COST, $8,703,072) $ 9,002,264
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MORTGAGE PASS-THROUGHS -- 120.3%
Federal Home Loan Mortgage Corp.:
5.50%, with various maturities to 2011 $ 14 $ 14,465
6.00%, with various maturities to 2026 2,070 2,158,623
6.25%, with maturity at 2008 8 8,075
6.50%, with various maturities to 2024 45,457 48,015,867
6.87%, with maturity at 2024 1,100 1,171,202
7.00%, with various maturities to 2026 34,385 36,772,941
7.089%, with maturity at 2023 2,720 2,938,213
7.25%, with maturity at 2022 4,574 4,958,878
7.50%, with various maturities to 2028 18,200 19,689,030
7.625%, with maturity at 2019 1,766 1,927,619
7.75%, with various maturities to 2018 170 182,435
7.78%, with maturity at 2022 480 526,885
7.85%, with maturity at 2020 1,516 1,667,028
8.00%, with various maturities to 2028 51,741 56,377,098
8.13%, with maturity at 2019 2,763 3,054,965
8.15%, with various maturities to 2021 1,141 1,246,691
8.25%, with various maturities to 2017 2,064 2,185,067
8.50%, with various maturities to 2027 21,965 24,190,893
8.75%, with various maturities to 2016 1,618 1,709,066
9.00%, with various maturities to 2027 43,817 48,866,032
9.25%, with various maturities to 2017 2,632 2,870,302
9.50%, with various maturities to 2026 12,787 14,464,846
9.75%, with various maturities to 2018 977 1,059,176
10.00%, with various maturities to 2025 13,683 15,871,784
10.50%, with various maturities to 2021 8,238 9,674,074
10.75%, with maturity at 2011 318 351,891
11.00%, with various maturities to 2021 11,917 14,011,012
11.25%, with maturity at 2014 295 333,860
11.50%, with various maturities to 2017 1,138 1,327,457
11.75%, with maturity at 2011 177 201,384
12.00%, with various maturities to 2019 2,290 2,740,727
12.25%, with various maturities to 2019 244 286,302
12.50%, with various maturities to 2019 5,100 6,074,916
12.75%, with various maturities to 2015 61 73,515
13.00%, with various maturities to 2019 727 884,232
13.25%, with various maturities to 2019 86 103,641
13.50%, with various maturities to 2019 1,363 1,635,393
14.00%, with various maturities to 2016 280 339,684
14.50%, with various maturities to 2014 27 34,781
14.75%, with maturity at 2010 83 96,768
15.00%, with various maturities to 2013 556 690,642
15.25%, with maturity at 2012 $ 31 $ 39,356
15.50%, with maturity at 2011 11 13,608
16.00%, with maturity at 2012 38 47,608
16.25%, with various maturities to 2012 20 25,109
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$ 330,913,141
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Federal National Mortgage Assn.:
0.25%, with maturity at 2014 $ 8 $ 7,980
3.50%, with maturity at 2007 1 1,010
5.25%, with maturity at 2006 6 6,348
5.50%, with maturity at 2006 6 5,650
6.00%, with various maturities to 2024 1,832 1,908,409
6.50%, with various maturities to 2026(1) 151,113 159,449,855
6.75%, with maturity at 2007 1 1,056
7.00%, with various maturities to 2029 73,268 78,341,706
7.25%, with various maturities to 2023 533 567,201
7.50%, with various maturities to 2029 28,486 30,918,031
7.75%, with maturity at 2008 90 93,972
7.875%, with maturity at 2021 2,651 2,919,916
7.979%, with maturity at 2030 298 328,268
8.00%, with various maturities to 2027 46,919 51,378,637
8.25%, with various maturities to 2025 2,691 2,895,403
8.33%, with maturity at 2020 1,300 1,445,558
8.50%, with various maturities to 2027 23,803 26,220,907
8.641%, with maturity at 2021 1,122 1,246,185
8.75%, with various maturities to 2017 1,735 1,846,756
8.906%, with maturity at 2010 458 495,719
9.00%, with various maturities to 2030 10,016 11,045,007
9.125%, with maturity at 2011 268 294,945
9.25%, with various maturities to 2016 463 501,326
9.50%, with various maturities to 2030 11,822 13,292,028
9.75%, with maturity at 2019 80 91,354
9.863%, with maturity at 2021 320 366,345
9.881%, with maturity at 2025 248 283,074
10.00%, with various maturities to 2027 10,871 12,588,011
10.135%, with maturity at 2023 416 488,102
10.294%, with maturity at 2021 285 333,078
10.347%, with maturity at 2020 369 425,415
10.446%, with maturity at 2021 493 577,801
10.50%, with various maturities to 2025 3,066 3,557,698
10.611%, with maturity at 2025 339 396,788
11.00%, with various maturities to 2025 5,767 6,764,804
11.273%, with maturity at 2019 438 518,367
11.50%, with various maturities to 2020 3,723 4,371,643
11.591%, with maturity at 2018 693 817,903
11.75%, with various maturities to 2017 488 578,417
12.00%, with various maturities to 2020 8,172 9,756,102
12.13%, with maturity at 2025 238 287,424
12.25%, with various maturities to 2015 482 575,670
12.369%, with maturity at 2021 351 419,646
12.50%, with various maturities to 2021 2,381 2,852,401
12.692%, with maturity at 2015 645 784,790
12.75%, with various maturities to 2015 522 624,446
13.00%, with various maturities to 2019 1,565 1,856,794
</Table>
See notes to financial statements
16
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<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
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13.25%, with various maturities to 2015 $ 455 $ 546,175
13.50%, with various maturities to 2015 1,126 1,385,194
13.75%, with maturity at 2011 15 18,162
14.00%, with various maturities to 2014 49 59,227
14.50%, with maturity at 2014 34 43,133
14.75%, with maturity at 2012 885 1,093,571
15.00%, with various maturities to 2013 919 1,150,579
15.50%, with maturity at 2012 123 156,338
15.75%, with maturity at 2011 4 5,077
16.00%, with maturity at 2012 459 581,378
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$ 439,566,780
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Government National Mortgage Assn.:
6.50%, with various maturities to 2026(1) $ 167,441 $ 177,010,978
7.00%, with various maturities to 2025(1) 82,234 87,989,518
7.25%, with various maturities to 2022 261 280,607
7.31%, with maturity at 2027 1,314 1,417,789
7.50%, with various maturities to 2024 18,802 20,403,841
8.00%, with various maturities to 2027 52,116 57,054,214
8.25%, with various maturities to 2019 498 549,622
8.30%, with maturity at 2020 220 244,211
8.50%, with various maturities to 2018 8,967 9,918,537
9.00%, with various maturities to 2027 32,138 36,127,980
9.50%, with various maturities to 2026(1) 22,933 25,900,110
10.00%, with various maturities to 2025 7,748 8,885,287
10.50%, with various maturities to 2020 7,276 8,536,783
11.00%, with various maturities to 2020 2,703 3,204,771
11.50%, with maturity at 2013 39 45,501
12.00%, with various maturities to 2015 2,402 2,870,184
12.50%, with various maturities to 2019 954 1,148,316
13.00%, with various maturities to 2014 251 305,277
13.50%, with maturity at 2011 9 10,788
14.00%, with maturity at 2015 29 36,715
14.50%, with maturity at 2014 8 9,966
15.00%, with various maturities to 2013 205 259,753
16.00%, with various maturities to 2012 52 65,613
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$ 442,276,361
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Collateralized Mortgage Obligations:
Federal Home Loan Mortgage Corp.,
Series 1577, Class PH, 6.30%, due 2023 $ 2,111 $ 2,185,431
Federal Home Loan Mortgage Corp.,
Series 1666, Class H, 6.25%, due 2023 4,369 4,543,790
Federal Home Loan Mortgage Corp.,
Series 1822, Class Z, 6.90%, due 2026 6,614 7,015,930
Federal Home Loan Mortgage Corp.,
Series 1896, Class Z, 6.00%, due 2026 3,497 3,623,156
Federal Home Loan Mortgage Corp.,
Series 2115, Class K, 6.00%, due 2029 10,299 10,752,383
Federal Home Loan Mortgage Corp.,
Series 2149, Class QL, 6.00%, due 2029 10,000 10,435,530
Federal Home Loan Mortgage Corp.,
Series 24, Class ZE, 6.25%, due 2023 1,029 1,087,569
Federal National Mortgage Assn.,
Series 1993-149, Class M, 7.00%, due 2023 $ 2,494 $ 2,654,843
Federal National Mortgage Assn.,
Series 1993-16, Class Z, 7.50%, due 2023 2,093 2,252,089
Federal National Mortgage Assn.,
Series 1993-250, Class Z, 7.00%, due 2023 1,648 1,752,005
Federal National Mortgage Assn.,
Series 1993-39, Class Z, 7.50%, due 2023 5,087 5,471,791
Federal National Mortgage Assn.,
Series 2000-49, Class A, 8.00%, due 2027 4,243 4,616,973
Federal National Mortgage Assn.,
Series G93-29, Class Z, 7.00%, due 2023 6,607 7,026,666
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$ 63,418,156
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TOTAL MORTGAGE PASS-THROUGHS
(IDENTIFIED COST $1,268,514,504) $ 1,276,174,438
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</Table>
U.S. TREASURY OBLIGATIONS -- 0.7%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
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U.S. Treasury Bond, 7.125%, 2/15/23(2) $ 6,000 $ 7,732,740
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TOTAL U.S. TREASURY OBLIGATIONS
(IDENTIFIED COST, $6,269,608) $ 7,732,740
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</Table>
COMMERCIAL PAPER -- 0.2%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
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Mortgage & Realty Trust, 1.90%, 11/1/04 $ 2,000 $ 1,999,789
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TOTAL COMMERCIAL PAPER
(AT AMORTIZED COST, $1,999,789) $ 1,999,789
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TOTAL INVESTMENTS -- 122.1%
(IDENTIFIED COST $1,285,486,973) $ 1,294,909,231
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OTHER ASSETS, LESS LIABILITIES -- (22.1)% $ (234,107,830)
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NET ASSETS -- 100.0% $ 1,060,801,401
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</Table>
(1) All or a portion of these securities were on loan at October 31, 2004.
(2) Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
17
<Page>
GOVERNMENT OBLIGATIONS PORTFOLIO as of October 31, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF OCTOBER 31, 2004
<Table>
ASSETS
Investments, at value including $237,947,841 of securities on loan
(identified cost, $1,285,486,973) $ 1,294,909,231
Cash 20,435
Receivable for investments sold 1,917,761
Interest receivable 8,143,841
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TOTAL ASSETS $ 1,304,991,268
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LIABILITIES
Collateral for securities loaned $ 243,776,214
Payable for daily variation margin on open financial
futures contracts 262,500
Payable to affiliate for Trustees' fees 1,698
Accrued expenses 149,455
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TOTAL LIABILITIES $ 244,189,867
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NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 1,060,801,401
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SOURCES OF NET ASSETS
Net proceeds from capital contributions and withdrawals $ 1,052,687,371
Net unrealized appreciation (computed on the basis of
identified cost) 8,114,030
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TOTAL $ 1,060,801,401
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</Table>
STATEMENTS OF OPERATIONS
<Table>
<Caption>
PERIOD ENDED YEAR ENDED
OCTOBER 31, 2004(1) DECEMBER 31, 2003
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INVESTMENT INCOME
Interest $ 38,398,221 $ 48,225,447
Security lending income, net 6,928,871 5,036,096
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TOTAL INVESTMENT INCOME $ 45,327,092 $ 53,261,543
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EXPENSES
Investment adviser fee $ 7,257,040 $ 11,983,292
Trustees' fees and expenses 19,049 29,104
Custodian fee 294,073 388,994
Legal and accounting services 72,700 55,156
Interest expense 42,114 135,608
Miscellaneous 33,204 50,437
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TOTAL EXPENSES $ 7,718,180 $ 12,642,591
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Deduct --
Reduction of custodian fee $ 221 $ --
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TOTAL EXPENSE REDUCTIONS $ 221 $ --
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NET EXPENSES $ 7,717,959 $ 12,642,591
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NET INVESTMENT INCOME $ 37,609,133 $ 40,618,952
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REALIZED AND UNREALIZED
GAIN (LOSS)
Net realized gain (loss) --
Investment transactions
(identified cost basis) $ 474,449 $ 9,968,047
Financial futures contracts (6,845,197) (17,535,578)
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NET REALIZED LOSS $ (6,370,748) $ (7,567,531)
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Change in unrealized appreciation
(depreciation) --
Investments (identified cost basis) $ (4,730,637) $ (42,680,125)
Financial futures contracts (396,400) 8,537,406
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NET CHANGE IN UNREALIZED
APPRECIATION (DEPRECIATION) $ (5,127,037) $ (34,142,719)
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NET REALIZED AND UNREALIZED LOSS $ (11,497,785) $ (41,710,250)
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NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS $ 26,111,348 $ (1,091,298)
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</Table>
(1) For the ten months ended October 31, 2004.
See notes to financial statements
18
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
PERIOD ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, 2004(1) DECEMBER 31, 2003 DECEMBER 31, 2002
- -------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
From operations --
Net investment income $ 37,609,133 $ 40,618,952 $ 44,751,237
Net realized gain (loss) from Investment transactions,
and financial futures contracts (6,370,748) (7,567,531) 360,261
Net change in unrealized appreciation (depreciation)
from investments, and financial futures contracts (5,127,037) (34,142,719) 35,242,970
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NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 26,111,348 $ (1,091,298) $ 80,354,468
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Capital transactions --
Contributions $ 116,763,308 $ 984,539,314 $ 1,229,453,821
Withdrawals (603,360,924) (1,034,972,621) (412,516,376)
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NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL
TRANSACTIONS $ (486,597,616) $ (50,433,307) $ 816,937,445
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NET INCREASE (DECREASE) IN NET ASSETS $ (460,486,268) $ (51,524,605) $ 897,291,913
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NET ASSETS
At beginning of period $ 1,521,287,669 $ 1,572,812,274 $ 675,520,361
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AT END OF PERIOD $ 1,060,801,401 $ 1,521,287,669 $ 1,572,812,274
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</Table>
(1) For the ten months ended October 31, 2004.
See notes to financial statements
19
<Page>
STATEMENT OF CASH FLOWS
<Table>
<Caption>
PERIOD ENDED YEAR ENDED
OCTOBER 31, 2004(1) DECEMBER 31, 2003
- --------------------------------------------------------------------------------------------------------
INCREASE (DECREASE)
IN CASH
Cash Flows From (Used For)
Operating Activities --
Purchase of investments $ (78,177,511) $ (1,670,743,765)
Proceeds from sales of investments and
principal repayments 614,897,998 1,434,486,901
Interest received, including net securities
lending income 91,396,039 137,389,555
Interest paid (43,823) (135,608)
Operating expenses paid (7,588,059) (12,527,072)
Net sale (purchase) of
short-term investments 1,929,211 (435,000)
Financial futures contracts transactions (7,045,197) (16,541,845)
Repayment (payment) of collateral for
securities loaned, net (128,354,534) 170,400,248
(Increase) decrease in unrealized loss
from futures transactions (396,400) 8,537,406
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NET CASH FROM OPERATING ACTIVITIES $ 486,617,724 $ 50,430,820
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Cash Flows From (Used For)
Financing Activities --
Proceeds from capital contributions $ 116,763,308 $ 984,539,314
Payments for capital withdrawals (603,360,924) (1,034,972,621)
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NET CASH USED FOR FINANCING ACTIVITIES $ (486,597,616) $ (50,433,307)
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NET INCREASE (DECREASE) IN CASH $ 20,108 $ (2,487)
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CASH AT BEGINNING OF PERIOD $ 327 $ 2,814
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CASH AT END OF PERIOD $ 20,435 $ 327
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RECONCILIATION OF
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS TO NET CASH
FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets
from operations $ 26,111,348 $ (1,091,298)
Decrease in receivable for investments sold 1,637,609 22,553
Decrease in payable for investments purchased -- (9,772,561)
Decrease in interest receivable 4,443,771 1,171,376
Decrease in payable for daily variation margin (200,000) --
Decrease in receivable for daily variation margin -- 993,733
Increase (decrease) in payable to affiliate (5,288) 733
Increase (decrease) in accrued expenses 91,365 (23,861)
Decrease in prepaid expenses -- 3,039
Increase (decrease) in collateral for
securities loaned (128,354,534) 170,400,248
Net (increase) decrease in investments 582,893,453 (111,273,142)
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NET CASH FROM OPERATING ACTIVITIES $ 486,617,724 $ 50,430,820
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</Table>
(1) For the ten months ended October 31, 2004.
See notes to financial statements
20
<Page>
SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
PERIOD ENDED -----------------------------------------------------------------
OCTOBER 31, 2004(1) 2003 2002 2001(2) 2000 1999
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RATIOS/SUPPLEMENTAL DATA
Ratios (As a percentage of average daily
net assets):
Expenses 0.75%(4) 0.70% 0.75% 0.81% 0.84% 0.83%
Expenses after custodian fee reduction 0.75%(4) 0.70% 0.75% 0.81% 0.84% 0.83%
Interest expense 0.00%(3)(4) 0.01% 0.00%(3) 0.02% 0.02% 0.02%
Net investment income 3.63%(4) 2.26% 4.41% 5.91% 7.77% 7.79%
Portfolio Turnover 5% 67% 41% 21% 22% 18%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(5) 2.23% 0.01% 8.24% 9.52% -- --
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD (000'S OMITTED) $ 1,060,801 $ 1,521,288 $ 1,572,812 $ 675,520 $ 339,990 $ 345,200
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) For the ten-month period ended October 31, 2004.
(2) The Portfolio adopted the provisions of the revised AICPA Audit and
Accounting Guide for Investment Companies and began amortizing market
premium on fixed income securities. Additionally, the Portfolio
reclassified net losses realized on prepayments received on mortgage-backed
securities that were previously included in realized gains/losses to
interest income. The effect of these changes for the year ended December
31, 2001 was a decrease in the ratio of net investment income to average
net assest from 7.51% to 5.91%.
(3) Represents less than 0.01%.
(4) Annualized.
(5) Total return is required to be disclosed for fiscal years beginning after
December 15, 2000. Total return is not computed on an annualized basis.
See notes to financial statements
21
<Page>
GOVERNMENT OBLIGATIONS PORTFOLIO as of October 31, 2004
NOTES TO FINANCIAL STATEMENT
1 SIGNIFICANT ACCOUNTING POLICIES
Government Obligations Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940, as amended, as a diversified open-end
management investment company. The Portfolio, which was organized as a trust
under the laws of the State of New York in 1992, seeks to achieve a high
current return by investing primarily in mortgage-backed securities (MBS)
issued, insured, guaranteed or otherwise backed by the U.S. government or its
agencies or instrumentalities. The Declaration of Trust permits the Trustees
to issue beneficial interests in the Portfolio. At October 31, 2004, the
Eaton Vance Government Obligations Fund had a 96.3% interest 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 -- Seasoned mortgage backed, pass-through securities
are valued using an independent matrix pricing system applied by the adviser
which takes into account closing bond valuations, yield differentials,
anticipated prepayments and interest rates provided by dealers. Debt
securities (other than seasoned mortgage backed, pass-through securities) are
normally valued on the basis of valuations furnished by dealers or a pricing
service. Options are valued at last sale price on a U.S. exchange or board of
trade or, in the absence of a sale, at the mean between the last bid and
asked price. Financial futures contracts listed on commodity exchanges are
valued at closing settlement prices. Securities for which there is no such
quotation or valuation are valued at fair value using methods determined in
good faith by or at the direction of the Trustees. Short-term obligations
having remaining maturities of 60 days or less are valued at amortized cost,
which approximates value.
B INCOME -- Interest income is determined on the basis of interest accrued,
adjusted for amortization of premium or accretion of discount.
C INCOME TAXES -- The Portfolio is treated as a partnership for federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes. Since 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 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.
D EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as
custodian to the Portfolio. Pursuant to the custodian agreement, IBT receives
a fee reduced by credits which are determined based on the average daily cash
balances the Portfolio maintains with IBT. All credit balances used to reduce
the Portfolio's custodian fees are reported as a reduction of expenses on the
Statement of Operations. For the period from January 1, 2004 to October 31,
2004 and for the year ended December 31, 2003, $221 and $1,504 in credit
balances, respectively, were used to reduce the Portfolio's custodian fee.
E WRITTEN OPTIONS -- Upon the writing of a call or a put option, an amount
equal to the premium received by the Portfolio is included in the Statement
of Assets and Liabilities as a liability. The amount of the liability is
subsequently marked-to-market to reflect the current value of the option
written in accordance with the Portfolio's policies on investment valuations
discussed above. Premiums received from writing options which expire are
treated as realized gains. Premiums received from writing options which are
exercised or are closed are added to or offset against the proceeds or amount
paid on the transaction to determine the realized gain or loss. If a put
option is exercised, the premium reduces the cost basis of the securities
purchased by the Portfolio. The Portfolio, as writer of an option, may have
no control over whether the underlying securities may be sold (call) or
purchased (put) and, as a result, bears the market risk of an unfavorable
change in the price of the securities underlying the written option.
F PURCHASED OPTIONS -- Upon the purchase of a call or put option, the premium
paid by the Portfolio is included in the Statement of Assets and Liabilities
as an investment. The amount of the investment is subsequently
marked-to-market to reflect the current market value of the option purchased,
in accordance with the Portfolio's policies on investment valuations
discussed above. If an option which the Portfolio has purchased expires on
the stipulated expiration date, the Portfolio will realize a loss in the
amount of the cost of the option. If the Portfolio enters into a closing sale
transaction, the Portfolio will realize a gain or loss, depending on whether
the sales proceeds from the closing sale transaction are greater or less than
the cost of the option. If a Portfolio exercises a put option, it will
realize a gain or loss from the sale of the underlying
22
<Page>
security, and the proceeds from such sale will be decreased by the premium
originally paid. If the Portfolio exercises a call option, the cost of the
security which the Portfolio purchases upon exercise will be increased by the
premium originally paid.
G FINANCIAL FUTURES CONTRACTS -- Upon entering into a financial futures
contract, the Portfolio is required to deposit an amount (initial margin)
either in cash or securities equal to a certain percentage of the purchase
price indicated in the financial futures contract. Subsequent payments are
made or received by the Portfolio (margin maintenance) each day, dependent on
the daily fluctuations in the value of the underlying securities, and are
recorded for book purposes as unrealized gains or losses by the Portfolio.
If the Portfolio enters into a closing transaction, the Portfolio will
realize, for book purposes, a gain or loss equal to the difference between
the value of the financial futures contract to sell and the financial futures
contract to buy. The Portfolio's investment in financial futures contracts is
designed only to hedge against anticipated future changes in interest rates.
Should interest rates move unexpectedly, the Portfolio may not achieve the
anticipated benefits of the financial futures contracts and may realize a
loss.
H OTHER -- Investment transactions are accounted for on the date the
securities are purchased or sold. Realized gains and losses are computed
based on the specific identification of securities sold.
I 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.
J 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.
K STATEMENT OF CASH FLOWS -- The cash amount shown in the Statement of Cash
Flows is the amount included in the Portfolio's Statement of Assets and
Liabilities and represents cash on hand at its custodian and does not include
any short-term investments at October 31, 2004.
2 PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short-term obligations and
including paydowns, aggregated $78,177,511 and $613,260,389, respectively.
3 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR),
a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation
for management and investment advisory services rendered to the Portfolio.
Under its investment advisory agreement with the Portfolio, BMR receives a
fee computed at the monthly rate of 0.0625% (0.75% per annum) of the
Portfolio's average daily net assets up to $500 million. On net assets of
$500 million or more, BMR has contractually agreed to reduce its advisory fee
as follows: 0.6875% annually on average daily net assets of $500 million but
less than $1 billion; 0.6250% of average daily net assets of $1 billion but
less than $1.5 billion; 0.5625% of average daily net assets of $1.5 billion
but less than $2 billion; 0.5000% of average daily net assets of $2 billion
but less than $2.5 billion; and 0.4375% of average daily net assets of $2.5
billion and over. These contractual fee reductions are intended to continue
indefinitely. For the period from January 1, 2004 to October 31, 2004 and for
the year ended December 31, 2003, the fee was equivalent to 0.70%
(annualized) and 0.67% of the Portfolio's average net assets for such period,
respectively, and amounted to $7,257,040 and $11,983,299, respectively.
Except as to Trustees of the Portfolio who are not members of EVM's or BMR's
organization, officers and Trustees receive remuneration for their services
to the Portfolio out of such investment adviser fee. Trustees of the
Portfolio that are not affiliated with the Investment Adviser may elect to
defer receipt of
23
<Page>
all or a percentage of their annual fees in accordance with the terms of the
Trustees Deferred Compensation Plan. For the period from January 1, 2004 to
October 31, 2004 and the year ended December 31, 2003, no significant amounts
have been deferred.
Certain officers and Trustees of the Portfolio are officers of the above
organizations.
During the period from January 1, 2004 to October 31, 2004, the Portfolio
engaged in purchase transactions with other Portfolios that also utilize BMR
as an investment advisor. These purchase transactions complied with Rule
17a-7 under the Investment Company Act of 1940 and amounted to $10,484,457.
4 LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $150 million unsecured line of credit agreement
with a group of banks. Borrowings will be made by the Portfolio solely to
facilitate the handling of unusual and/or unanticipated short term cash
requirements. Interest is charged to each participating portfolio or fund
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. The average
daily loan balance for the period from January 1, 2004 to October 31, 2004
and for the year ended December 31, 2003 was $2,467,380 and $8,333,973,
respectively, and the average interest rate was 2.05% and 1.63%,
respectively.
5 SECURITIES LENDING AGREEMENT
The Portfolio has established a securities lending agreement with brokers 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 also 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 $3,586,510 and
$3,792,118 for the period from January 1, 2004 to October 31, 2004 and for
the year ended December 31, 2003, respectively. At October 31, 2004, the
value of the securities loaned and the value of the collateral amounted to
$237,947,841 and $243,776,214, respectively. In the event of counterparty
default, the Portfolio 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 the loans.
6 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) in value of the
investments owned at October 31, 2004, as computed on a federal income tax
basis, were as follows:
<Table>
AGGREGATE COST $ 1,288,731,756
----------------------------------------------------------
Gross unrealized appreciation $ 10,432,037
Gross unrealized depreciation (4,254,562)
----------------------------------------------------------
NET UNREALIZED APPRECIATION $ 6,177,475
----------------------------------------------------------
</Table>
7 FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance
sheet risk in the normal course of its investing activities to assist in
managing exposure to various market risks. These financial instruments
include written options and financial futures contracts, and may involve, to
a varying degree, elements of risk in excess of the amounts recognized for
financial statement purposes. The notional or contractual amounts of these
instruments represent the investment the 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, 2004 is as follows:
FUTURES CONTRACTS
<Table>
<Caption>
NET
EXPIRATION AGGREGATE UNREALIZED
DATE(S) CONTRACTS POSITION COST VALUE DEPRECIATION
-------------------------------------------------------------------------------------------
12/04 1,200
U.S Treasury
Five Year Note Short $ (132,341,772) $ (133,650,000) $ (1,308,228)
</Table>
At October 31, 2004, the Portfolio had sufficient cash and/or securities to
cover margin requirements on any open futures contracts.
8 FISCAL YEAR END CHANGE
Effective October 15, 2004 the Portfolio changed its fiscal year-end to
October 31, 2004.
24
<Page>
GOVERNMENT OBLIGATIONS PORTFOLIO as of October 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE TRUSTEES AND INVESTORS OF
GOVERNMENT OBLIGATIONS PORTFOLIO
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations, of
changes in net assets and of cash flows and the supplementary data present
fairly, in all material respects, the financial position of Government
Obligations Portfolio (the "Portfolio") at October 31, 2004, and the results of
its operations, the changes in its net assets, its cash flows and the
supplementary data for the periods indicated, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and supplementary data (hereafter referred to as "financial
statements") are the responsibility of the Portfolio's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits in accordance with 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 are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included confirmation
of securities at October 31, 2004 by correspondence with the custodian and
brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 30, 2004
25
<Page>
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, Samuel L. Hayes, III and
Norton H. Reamer, each an independent trustee, as its audit committee financial
experts. Mr. Park is a certified public accountant who is the President and
Chief Executive Officer of Prizm Capital Management, LLC (investment management
firm). Previously, he served as Executive Vice President and Chief Financial
Officer of United Asset Management Corporation ("UAM") (a holding company owning
institutional investment management firms). Mr. Hayes is the Jacob H. Schiff
Professor of Investment Banking Emeritus of the Harvard University Graduate
School of Business Administration. Mr. Reamer is the President, Chief Executive
Officer and a Director of Asset Management Finance Corp. (a specialty finance
company serving the investment management industry) and is President of Unicorn
Corporation (an investment and financial advisory services company). Formerly,
Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment
management company) and Advisory Director of Berkshire Capital Corporation (an
investment banking firm), Chairman of the Board of UAM and Chairman, President
and Director of the UAM Funds (mutual funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)-(d)
The following table presents aggregate fees billed to the registrant for the
fiscal year ended December 31, 2003, and October 31, 2004 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 those periods (On October 18, 2004,
the registrant changed its fiscal year end from December 31 to October 31).
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 10/31/04
- --------------------------------------------------------------------
Audit Fees $ 49,875 $ 57,500
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 6,850 $ 8,350
All Other Fees(3) $ 0 $ 0
-------------------------------
</Table>
<Page>
<Table>
Total $ 56,725 $ 65,850
===============================
</Table>
(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.
(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. (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
December 31, 2003 and the fiscal period ended October 31, 2004; 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.
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 10/31/04
- ----------------------------------------------------------------------
Registrant $ 6,850 $ 8,350
Eaton Vance (1) $ 0 $ 84,490
</Table>
<Page>
(1) The investment adviser to the registrant, as well as any of its affiliates
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. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not required in this filing.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Effective February 9, 2004, the Governance Committee of the Board of Trustees
formalized the procedures by which a Fund's shareholders may recommend nominees
to the registrant's Board of Trustees. The Governance Committee shall, when
identifying candidates for the position of Independent Trustee, consider any
such candidate recommended by a shareholder of a Fund if such recommendation
contains sufficient background information concerning the candidate, and is
received in a sufficiently timely manner (and in any event no later than the
date specified for receipt of shareholder proposals in any applicable proxy
statement with respect to a Fund). Shareholders shall be directed to address any
such recommendations to the attention of the Governance Committee, c/o the
Secretary of the Fund.
ITEM 10. 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
<Page>
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 period that has materially affected, or is
reasonably likely to materially affect the registrant's internal control over
financial reporting.
ITEM 11. 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.
<Page>
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 21, 2004
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 21, 2004
By: /s/ Mark S. Venezia
----------------------------------------------
Mark S. Venezia
President
Date: December 21, 2004