<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
1933 ACT FILE NO. 33-71320
1940 ACT FILE NO. 811-8134
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 9 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 10 [X]
EATON VANCE MUNICIPALS TRUST II
--------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
617-482-8260
-------------------------------------
(REGISTRANT'S TELEPHONE NUMBER)
ALAN R. DYNNER, 24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
--------------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective pursuant to rule 485
(check appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2).
If appropriate, check the following box:
[ ] this post effective amendment designates a new effective date for a
previously filed post-effective amendment.
High Yield Municipals Portfolio has also executed this Registration
Statement.
================================================================================
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under the Securities Act of
1933
Part A -- The Prospectus of:
EV Classic High Yield Municipals Fund
Part B -- The Statement of Additional Information of:
EV Classic High Yield Municipals Fund
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits
This Amendment is not intended to amend the Prospectus and Statement of
Additional Information of any other series of the Registrant not identified
above.
<PAGE>
EATON VANCE MUNICIPALS TRUST II
CROSS REFERENCE SHEET FOR
EV CLASSIC HIGH YIELD MUNICIPALS FUND
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............... Cover Page Cover Page
2. ............... Synopsis Shareholder and Fund
Expenses
3. ............... Condensed Financial The Fund's Financial
Information Highlights; Performance
Information
4. ............... General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund
and the Portfolio
5. ............... Management of the Fund Management of the Fund and
the Portfolio
5A. .............. Management's Discussion of Not Applicable
Fund Performance
6. ............... Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............... Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; The
Lifetime Investing
Account/Distribution
Options; Distribution
Plan; The Eaton Vance
Exchange Privilege; Eaton
Vance Shareholder Services
8. ............... Redemption or Repurchase How to Redeem Fund Shares
9. ............... Pending Legal Proceedings Not Applicable
PART B
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- -------- ------------ -------------------
10. ............... Cover Page Cover Page
11. ............... Table of Contents Table of Contents
12. ............... General Information and Other Information
History
13. ............... Investment Objectives and Additional Information about
Policies Investment
Policies; Investment
Restrictions
14. ............... Management of the Fund Trustees and Officers; Fees
and Expenses
15. ............... Control Persons and Control Persons and
Principal Holders of Principal Holders of
Securities Securities
16. ............... Investment Advisory and Investment Adviser and
Other Services Administrator;
Distribution Plan;
Custodian; Independent
Certified Public
Accountants; Fees and
Expenses
17. ............... Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............... Capital Stock and Other Other Information
Securities
19. ............... Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal
Being Offered Underwriter; Service for
Withdrawal; Distribution
Plan; Fees and Expenses
20. ............... Tax Status Taxes
21. ............... Underwriters Principal Underwriter; Fees
and Expenses
22. ............... Calculations of Performance Investment Performance;
Data Performance Information
23. ............... Financial Statements Financial Statements
<PAGE>
EV CLASSIC HIGH YIELD MUNICIPALS FUND
SUPPLEMENT TO PROSPECTUS DATED JUNE 11, 1997
1. THE FOLLOWING IS ADDED AFTER "SHAREHOLDER AND FUND EXPENSES":
FINANCIAL HIGHLIGHTS
PERIOD ENDED
JULY 31, 1997
(UNAUDITED)*
-------------
NET ASSET VALUE - Beginning of period $10.000
INCOME (LOSS) FROM OPERATIONS:
Net investment income $ 0.071
Net realized and unrealized gain on investments 0.370
-------
Total income from operations $ 0.441
-------
LESS DISTRIBUTIONS
From net investment income $(0.071)
-------
Total distributions $(0.071)
-------
NET ASSET VALUE - End of period $10.370
=======
TOTAL RETURN(1) 4.28%
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of period (000 omitted) $ 2,604
Ratio of net expenses to average daily net assets(2) 1.83%(+)
Ratio of net expenses to average daily net assets after
custodian fee reduction(2) 1.81%(+)
Ratio of net investment income to average net assets 5.42%(+)
+ The operating expenses of the Fund reflect an allocation of expenses to the
Administrator. Had such action not been taken, the ratios and net investment
income per share would have been as follows: Ratios (as a percentage of
average daily net assets):
Expenses(2) 2.85%(+)
Expenses after custodian fee reduction(2) 2.83%(+)
Net investment income 4.40%(+)
Net investment income per share $ 0.058
=======
(+) Annualized.
* For the period from the start of business, June 18, 1997, to July 31, 1997.
(1) Total return is calculated assuming a purchase at the net asset value on the
first day and a sale at the net asset value on the last day of each period
reported. Dividends and distributions, if any, are assumed to be reinvested
at the net asset value on the payable date. Total return is not computed on
an annualized basis.
(2) Includes the Fund's shares of the High Yield Municipal Portfolio's allocated
expenses.
2. THE DATE OF THIS PROSPECTUS IS CHANGED TO DECEMBER 18, 1997.
December 18, 1997
C-HYPS
<PAGE>
Registrant incorporates herein by reference the Prospectus of EV Classic High
Yield Municipals Fund dated June 11, 1997 as previously electronically filed
with the Commission on June 12, 1997 (Accession No. 0000950156-97-000500).
<PAGE>
EV CLASSIC HIGH YIELD MUNICIPALS FUND
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 11, 1997
1. THE FOLLOWING REPLACES THE TABLE UNDER "PERFORMANCE INFORMATION" IN THE
PART II:
The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in the Fund covering the period from August
7, 1995 through July 31, 1997 and the one-year period ended July 31, 1997. The
total return for the period prior to the Fund's commencement of operations on
June 18, 1997 reflects the total return of another fund that invests in the
Portfolio adjusted to reflect any applicable Fund CDSC. Total return for this
time period has not been adjusted to reflect the Fund's distribution and/or
service fees and certain other expenses. If such an adjustment were made, the
performance would have been lower.
<TABLE>
<CAPTION>
VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING THE CDSC DEDUCTING THE CDSC
INVESTMENT INVESTMENT AMOUNT OF BEFORE DEDUCTING THE AFTER DEDUCTING THE -------------------- --------------------
PERIOD DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
------ ---- ---------- --------------- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of the
Fund* 8/7/95 $1,000 $1,271.40 $1,271.40 27.14% 12.89% 27.14% 12.89%
1 Year
Ended
7/31/97* 7/31/97 $1,000 $1,141.83 $1,131.83 14.18% 14.18% 13.18% 13.18%
* If a portion of the Portfolio's expenses had not been subsidized, the Fund would have had lower returns.
</TABLE>
For the 30-days ended July 31, 1997, the Fund's yield was 3.08%.
2. THE FOLLOWING REPLACES THE INFORMATION UNDER "CONTROL PERSONS AND PRINCIPAL
HOLDERS OF SECURITIES" IN THE PART II:
As of November 30, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
November 30, 1997, the following shareholders owned beneficially and of record
the percentages of outstanding shares of the Fund indicated after their names:
Merrill Lynch, Pierce, Fenner & Smith, Inc., FBO their customers, Jacksonville,
FL 32246 (11.3%); Painewebber FBO Jack M. Feldman IRREV Trust, Delray Beach, FL
33484 (8.7%); Brendan M. O'Neill & Carol M. O'Neill JTWROS, Plano, TX 75093
(7.1%); NFSC FBO Seymour I Scharer Trust, Kingspoint, NY 11024 (6.7%); Donald R.
Haworth, Dallas, TX 75244 (6.7%). To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of the Fund's outstanding shares on
such date.
3. THE UNAUDITED FINANCIAL STATEMENTS OF THE FUND AND THE PORTFOLIO FOR THE
PERIOD ENDED JULY 31, 1997 ARE INCORPORATED BY REFERENCE INTO THE STATEMENT
OF ADDITIONAL INFORMATION AND ATTACHED HERETO.
4. THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS CHANGED TO DECEMBER
18, 1997.
DECEMBER 18, 1997
<PAGE>
Registrant incorporates herein by reference the Statement of Additional
Information of EV Classic High Yield Municipals Fund dated June 11, 1997 as
previously electronically filed with the Commission on June 12, 1997 (Accession
No. 0000950156-97-000500).
PART C
OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
INCLUDED IN PART A FOR THE FUND LISTED BELOW ARE "FINANCIAL
HIGHLIGHTS" FROM THE DATE INDICATED TO THE PERIOD ENDED JULY
31, 1997:
EV Classic High Yield Municipals Fund (start of business June
18, 1997).
INCORPORATED BY REFERENCE INTO PART B ARE THE FOLLOWING FINANCIAL
STATEMENTS CONTAINED IN THE SEMI-ANNUAL REPORT FOR EV CLASSIC HIGH
YIELD MUNICIPALS FUND, DATED JULY 31, 1997 (WHICH WAS PREVIOUSLY FILED
ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF THE INVESTMENT COMPANY
ACT OF 1940) (ACCESSION NO. 0000950109-97-006206):
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report
ALSO INCORPORATED BY REFERENCE INTO PART B ARE THE FOLLOWING
FINANCIAL STATEMENTS OF THE HIGH YIELD MUNICIPALS PORTFOLIO, WHICH
ARE CONTAINED IN THE SEMI-ANNUAL REPORT DATED JULY 31, 1997 FOR THE
FUND:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements
Independent Auditors' Report
(b) EXHIBITS:
(1)(a) Declaration of Trust of Eaton Vance Municipals Trust II dated
October 25, 1993 filed as Exhibit (1)(a) to Post-Effective
Amendment No. 4 and incorporated herein by reference.
(b) Amendment and Restatement of Establishment and Designation of
Series of Shares dated March 24, 1997 filed as Exhibit(1)(b) to
Post-Effective Amendment No. 7 and incorporated herein by
reference.
(c) Establishment and Designation of Classes dated November 18, 1996
filed as Exhibit (1)(c) to Post-Effective Amendment No. 6 and
incorporated herein by reference.
(2)(a) By-Laws dated October 25, 1993, filed as Exhibit (2)(a) to
Post-Effective Amendment No. 4 and incorporated herein by
reference.
(b) Amendment to By-Laws of Eaton Vance Municipals Trust II dated
December 13, 1993 filed as Exhibit (2)(b) to Post-Effective
Amendment No. 4 and incorporated herein by reference.
(3) Not applicable
(4) Not applicable
(5) Not applicable
(6)(a)(1) Distribution Agreement between Eaton Vance Municipals Trust II (on
behalf of its Marathon Series) and Eaton Vance Distributors, Inc.
effective November 1, 1996 (with attached Schedule A effective
November 1, 1996) filed as Exhibit (6)(a)(1) to Post-Effective
Amendment No. 6 and incorporated herein by reference.
(2) Distribution Agreement between Eaton Vance Municipals Trust II (on
behalf of its Traditional Series) and Eaton Vance Distributors,
Inc. effective November 1, 1996 (with attached Schedule A effective
November 1, 1996) filed as Exhibit (6)(a)(2) to Post-Effective
Amendment No. 6 and incorporated herein by reference.
(3) Distribution Agreement between Eaton Vance Municipals Trust II (on
behalf of its Classic Series) and Eaton Vance Distributors, Inc.
effective November 1, 1996, with attached schedules (including
Amended Schedule A-2 dated March 24, 1997) filed as
Exhibit(6)(a)(3) to Post-Effective Amendment No. 7 and incorporated
herein by reference.
(b) Selling Group Agreement between Eaton Vance Distributors, Inc. and
Authorized Dealers filed as Exhibit (6)(b) to Post-Effective
Amendment No. 59 to the Registration Statement of Eaton Vance
Growth Trust (File Nos. 2-22019, 811-1241) and incorporated herein
by reference.
(c) Schedule of Dealer Discounts and Sales Charges filed as Exhibit
(6)(c) to Post-Effective Amendment No. 59 to the Registration
Statement of Eaton Vance Growth Trust (File Nos. 2-22019, 811-1241)
and incorporated herein by reference.
(7) The Securities and Exchange Commission has granted the Registrant
an exemptive order that permits the Registrant to enter into
deferred compensation arrangements with its independent Trustees.
See in the Matter of Capital Exchange Fund, Inc., Release No.
IC-20671 (November 1, 1994).
(8)(a) Custodian Agreement between Eaton Vance Municipals Trust II and
Investors Bank & Trust Company dated February 25, 1994, filed as
Exhibit (8)(a) to Post-Effective Amendment No. 4 and incorporated
herein by reference.
(b) Amendment to Custodian Agreement with Investors Bank & Trust
Company dated October 23, 1995 filed as Exhibit (8)(b) to
Post-Effective Amendment No. 4 and incorporated herein by
reference.
(9)(a) Administrative Services Agreement between EV Classic Florida
Insured Tax Free Fund and Eaton Vance Management dated February 25,
1994, with attached schedule pursuant to Rule 8b-31 under the
Investment Company Act of 1940, as amended, regarding other series
of Registrant, filed as Exhibit (9) to Post-Effective Amendment No.
1 and incorporated herein by reference.
(b) Amended Administrative Services Agreement between Eaton Vance
Municipals Trust II (on behalf of all of its series), with attached
schedules (including Amended Schedule A dated March 27, 1997), and
Eaton Vance Management, filed as Exhibit (9)(b) to Post-Effective
Amendment No. 4 and incorporated herein by reference.
(10) Not applicable
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15)(a) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, for Eaton Vance
Municipals Trust II (on behalf of its Marathon series) dated June
19, 1995, with attached schedule, filed as Exhibit (15)(d) to
Post-Effective Amendment No. 4 and incorporated herein by
reference.
(1) Amendment to Amended Distribution Plan for Eaton Vance Municipals
Trust II (on behalf of its Marathon Series) adopted June 24, 1996
filed as Exhibit (15)(b) to Post- Effective Amendment No. 6 and
incorporated herein by reference.
(b) Amended Service Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended, for Eaton Vance Municipals Trust
II (on behalf of its Traditional series) dated June 19, 1995, with
attached schedules (including Amended Schedule A dated February 1,
1996) filed as Exhibit (15)(e) to Post-Effective Amendment No. 4
and incorporated herein by reference.
(1) Amendment to Amended Service Plan for Eaton Vance Municipals Trust
II (on behalf of its Traditional Series) adopted June 24, 1996
filed as Exhibit (15)(d) to Post-Effective Amendment No. 6 and
incorporated herein by reference.
(c) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, for Eaton Vance
Municipals Trust II (on behalf of its Classic series) dated January
27, 1995, with attached schedules (including Amended Schedule A
dated March 24, 1997 filed as Exhibit (15)(f) to Post-Effective
Amendment No. 4 and incorporated herein by reference.
(1) Amendment to Amended Distribution Plan for Eaton Vance Municipals
Trust II (on behalf of its Classic Series) adopted June 24, 1996
filed as Exhibit No. (15)(f) to Post-Effective Amendment No. 7 and
incorporated herein by reference.
(16) Schedules for Computation of Performance Quotations filed herewith.
(17)(a) Power of Attorney for Eaton Vance Municipals Trust II dated April
22, 1997 filed as Exhibit No. (17)(a) to Post-Effective Amendment
No. 8 and incorporated herein by reference.
(b) Power of Attorney for Florida Insured Municipals Portfolio, Hawaii
Municipals Portfolio, High Yield Municipals Portfolio and Kansas
Municipals Portfolio dated April 22, 1997 filed as Exhibit No.
(17)(b) to Post-Effective Amendment No. 8 and incorporated herein
by reference.
(18) Multiple Class Plan for Institutional Shares dated November 18,
1996 filed as Exhibit (18) to Post-Effective Amendment No. 6 and
incorporated herein by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest without par value as of November 30, 1997
EV Marathon Florida Insured Municipals Fund 303
EV Traditional Florida Insured Municipals Fund 40
EV Marathon Hawaii Municipals Fund 569
EV Traditional Hawaii Municipals Fund 14
EV Marathon Kansas Municipals Fund 252
EV Traditional Kansas Municipals Fund 46
EV Classic High Yield Municipals Fund 93
EV Marathon High Yield Municipals Fund 2,839
EV Traditional High Yield Municipals Fund 1,735
ITEM 27. INDEMNIFICATION
Article IV of the Trust's Declaration of Trust, dated October 25, 1993,
permits Trustee and officer indemnification by By-law, contract and vote.
Article XI of the By-laws contains indemnification provisions. Registrant's
Trustees and officers are insured under a standard mutual fund errors and
omissions insurance policy covering insured by reason of negligent errors and
omissions committed in their capacities as such.
The distribution agreements of the Trust also provide for reciprocal
indemnity of the principal underwriter, on the one hand, and the Trustees and
officers, on the other.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the information set forth under the caption
"Investment Adviser and Administrator" in the Statements of Additional
Information which information is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
Eaton Vance Growth Trust Eaton Vance Municipal Bond Fund L.P.
Eaton Vance Income Fund of Boston Eaton Vance Mutual Funds Trust
Eaton Vance Investment Trust Eaton Vance Prime Rate Reserves
Eaton Vance Municipals Trust Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust II EV Classic Senior Floating-Rate Fund
(b)
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICE
BUSINESS ADDRESS* WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
- ----------------- -------------------------- ---------------
James B. Hawkes Vice President and Director Vice President
and Trustee
William M. Steul Vice President and Director None
Wharton P. Whitaker President and Director None
Albert F. Barbaro Vice President None
Chris Berg Vice President None
Kate B. Bradshaw Vice President None
David B. Carle Vice President None
Daniel C. Cataldo Vice President None
Raymond Cox Vice President None
Mark P. Doman Vice President None
Alan R. Dynner Vice President Secretary
Richard Finelli Vice President None
Kelly Flynn Vice President None
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Senior Vice President None
Hugh S. Gilmartin Vice President None
Perry D. Hooker Vice President None
Brian Jacobs Senior Vice President None
Thomas P. Luka Vice President None
John Macejka Vice President None
Timothy D. McCarthy Vice President None
Joseph T. McMenamin Vice President None
Morgan C. Mohrman Senior Vice President None
James A. Naughton Vice President None
Mark D. Nelson Vice President None
Linda D. Newkirk Vice President None
James L. O'Connor Vice President Treasurer
Thomas Otis Secretary and Clerk None
George D. Owen II Vice President None
Enrique M. Pineada Vice President None
F. Anthony Robinson Vice President None
Jay S. Rosoff Vice President None
Benjamin A. Rowland, Jr. Vice President, Treasurer
and Director None
Stephen M. Rudman Vice President None
John P. Rynne Vice President None
Kevin Schrader Vice President None
George V.F. Schwab, Jr. Vice President None
Teresa A. Sheehan Vice President None
David C. Sturgis Vice President None
Cornelius J. Sullivan Senior Vice President None
David M. Thill Vice President None
John M. Trotsky Vice President None
Chris Volf Vice President None
Sue Wilder Vice President None
- ----------
*Address is 24 Federal Street, Boston, MA 02110
(c) Not applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Mail Code ADM27, Boston, MA 02111, and its transfer agent, First
Data Investor Services Group, 4400 Computer Drive, Westborough, MA 01581-5123,
with the exception of certain corporate documents and portfolio trading
documents which are in the possession and custody of Eaton Vance Management, 24
Federal Street, Boston, MA 02110. The Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of Eaton Vance Management and Boston
Management and Research.
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
The Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the latest annual report to shareholders, upon request and
without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Boston and the Commonwealth of Massachusetts on the 15th day of December, 1997.
EATON VANCE MUNICIPALS TRUST II
By /s/ THOMAS J. FETTER
--------------------------------
THOMAS J. FETTER, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President (Chief Executive
/s/ THOMAS J. FETTER Officer) December 15, 1997
- ------------------------------
THOMAS J. FETTER
Treasurer and Principal
Financial and
/s/ JAMES L. O'CONNOR Accounting Officer December 15, 1997
- ------------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee December 15, 1997
- ------------------------------
DONALD R. DWIGHT
Vice President and
/s/ JAMES B. HAWKES Trustee December 15, 1997
- ------------------------------
JAMES B. HAWKES
SAMUEL L. HAYES, III* Trustee December 15, 1997
- ------------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee December 15, 1997
- ------------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee December 15, 1997
- ------------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee December 15, 1997
- ------------------------------
JACK L. TREYNOR
*By: /s/ ALAN R. DYNNER
----------------------
As attorney-in-fact
<PAGE>
SIGNATURES
High Yield Municipals Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Municipals Trust II to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston and the Commonwealth of Massachusetts on the 15th day of December,
1997.
HIGH YIELD MUNICIPALS PORTFOLIO
By /s/ THOMAS J. FETTER
--------------------------------
THOMAS J. FETTER, President
This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Municipals Trust II has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President (Chief Executive
/s/ THOMAS J. FETTER Officer) December 15, 1997
- ------------------------------
THOMAS J. FETTER
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer December 15, 1997
- ------------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee December 15, 1997
- ------------------------------
DONALD R. DWIGHT
/s/ JAMES B. HAWKES Trustee December 15, 1997
- ------------------------------
JAMES B. HAWKES
SAMUEL L. HAYES, III* Trustee December 15, 1997
- ------------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee December 15, 1997
- ------------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee December 15, 1997
- ------------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee December 15, 1997
- ------------------------------
JACK L. TREYNOR
*By: /s/ ALAN R. DYNNER
----------------------
As attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(16) Schedules for Computation of Performance Quotations.
Exhibit 16
EV CLASSIC HIGH YIELD MUNICIPALS FUND
CALCULATION OF YIELD
For the 30 days ended 7/31/97:
Interest Income Earned: $1,358,745
Plus Dividend Income Earned:
----------
Equal Gross Income: $1,359,745
Minus Expenses: $138,020
----------
Equal Net Investment Income: $1,221,725
Divided Average daily number of shares
outstanding that were entitled
to receive dividends: 203,410,648
----------
Equal Net Investment Income Earned Per Share: $0.0060
Net Asset Value Price Per Share 7/31/97 $8.97
30 Day Yield*: 3.08%
* Yield is calculated on a bond equivalent rate as follows:
6
2[(($0.0229/$8.97)+1) -1]
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV CLASSIC HIGH YIELD MUNICIPALS FUND
The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from August 7, 1995 through July 31, 1997 and for the 1 year period ended
July 31, 1997. Total return for the period prior to the Fund's commencement of operations is for the Portfolio (or its
predecessor) adjusted for the Fund's sales charge.
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT BEFORE CDSC AFTER CDSC BEFORE DEDUCTING CDSC AFTER DEDUCTING CDSC
PERIOD DATE ON 07/31/97 ON 07/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
<S> <C> <C> <C> <C> <C> <C> <C>
LIFE OF
FUND 08/07/95 $1,271.40 $1,271.40 27.14% 12.89% 27.14% 12.89%
1 YEAR ENDED
07/31/97 07/31/96 $1,141.83 $1,131.83 14.18% 14.18% 13.18% 13.18%
Average annual total return is calculated using the following formula:
n
P(1+T) = ERV
where P = an initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC *
Cumulative total return is calculated using the following formula:
T = ( ERV / P ) - 1
where T = cumulative total return including the maximum sales charge
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC **
P = an initial investment of $1,000
* The average annual total return not including the CDSC is calculated based on the ending investment value
before deducting the CDSC.
** The cumulative total return not including the CDSC is calculated based on the ending investment value before
deducting the CDSC.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> EV CLASSIC HIGH YIELD MUNICIPALS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> JUN-18-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 2946
<INVESTMENTS-AT-VALUE> 3002
<RECEIVABLES> 2
<ASSETS-OTHER> 27
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3030
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 426
<TOTAL-LIABILITIES> 426
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2549
<SHARES-COMMON-STOCK> 251
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 56
<NET-ASSETS> 2604
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 10
<EXPENSES-NET> 2
<NET-INVESTMENT-INCOME> 8
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 56
<NET-CHANGE-FROM-OPS> 64
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 280
<NUMBER-OF-SHARES-REDEEMED> 29
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2604
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3
<AVERAGE-NET-ASSETS> 1238
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> 0.071
<PER-SHARE-GAIN-APPREC> 0.370
<PER-SHARE-DIVIDEND> 0.071
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.37
<EXPENSE-RATIO> 1.81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 216108
<INVESTMENTS-AT-VALUE> 233785
<RECEIVABLES> 3378
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 2519
<TOTAL-ASSETS> 239691
<PAYABLE-FOR-SECURITIES> 857
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61
<TOTAL-LIABILITIES> 917
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17398
<NET-ASSETS> 238773
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7584
<OTHER-INCOME> 0
<EXPENSES-NET> 726
<NET-INVESTMENT-INCOME> 6857
<REALIZED-GAINS-CURRENT> (1119)
<APPREC-INCREASE-CURRENT> 12842
<NET-CHANGE-FROM-OPS> 18580
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 58073
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 621
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 741
<AVERAGE-NET-ASSETS> 205323
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
