Eaton Vance Municipal Income 2028 Term Trust

N-CSRS 1 d807329dncsrs.htm EATON VANCE MUNICIPAL INCOME 2028 TERM TRUST Eaton Vance Municipal Income 2028 Term Trust

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: 811-22777

Eaton Vance Municipal Income 2028 Term Trust

(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)

January 31

Date of Fiscal Year End

July 31, 2019

Date of Reporting Period

Item 1. Reports to Stockholders

LOGO

Eaton Vance

Municipal Income 2028 Term Trust (ETX)

Semiannual Report

July 31, 2019

Important Note. Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php), and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you hold shares at the Fund’s transfer agent, American Stock Transfer & Trust Company, LLC (AST), you may elect to receive shareholder reports and other communications from the Fund electronically by contacting AST. If you own your shares through a financial intermediary (such as a broker-dealer or bank), you must contact your financial intermediary to sign up.

You may elect to receive all future Fund shareholder reports in paper free of charge. If you hold shares at AST, you can inform AST that you wish to continue receiving paper copies of your shareholder reports by calling 1-866-439-6787. If you own these shares through a financial intermediary, you must contact your financial intermediary or follow instructions included with this disclosure, if applicable, to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with AST or to all funds held through your financial intermediary, as applicable.

LOGO

Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Semiannual Report July 31, 2019

Eaton Vance

Municipal Income 2028 Term Trust

Table of Contents


Performance			2

Fund Profile			2

Endnotes and Additional Disclosures			3

Financial Statements			4

Board of Trustees’ Contract Approval			17

Officers and Trustees			20

Important Notices			21

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Performance^1,2

Portfolio Manager Craig R. Brandon, CFA


% Average Annual Total Returns	Inception Date		Six Months			One Year			Five Years			Since Inception
Fund at NAV		03/28/2013		7.13	%		10.08	%		7.28	%		6.52	%
Fund at Market Price		—		10.47			12.63			9.59			6.32
Bloomberg Barclays 10 Year Municipal Bond Index		—		5.13	%		8.15	%		3.93	%		3.62	%


% Premium/Discount to NAV³
													–1.17	%


Distributions⁴
Total Distributions per share for the period												$	0.425
Distribution Rate at NAV													3.97	%
Taxable-Equivalent Distribution Rate at NAV													6.71	%
Distribution Rate at Market Price													4.01	%
Taxable-Equivalent Distribution Rate at Market Price													6.77	%


% Total Leverage⁵
Residual Interest Bond (RIB) Financing													35.70	%

Fund Profile

Credit Quality (% of total investments)^6,7

LOGO

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested and include management fees and other expenses. Fund performance at market price will differ from its results at NAV due to factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for Fund shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.


		2

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Endnotes and Additional Disclosures

Bloomberg Barclays 10 Year Municipal Bond Index is an unmanaged index of municipal bonds traded in the U.S. with maturities ranging from 8-12 years. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

²	Performance results reflect the effects of leverage. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

³	The shares of the Fund often trade at a discount or premium from their net asset value. The discount or premium of the Fund may vary over time and may be higher or lower than what is quoted in this report. For up-to-date premium/discount information, please refer to http://eatonvance.com/closedend.

⁴

The Distribution Rate is based on the Fund’s last regular distribution per share in the period (annualized) divided by the Fund’s NAV or market price at the end of the period. The Fund’s distributions may be comprised of amounts characterized for federal income tax purposes as tax-exempt income, qualified and non-qualified ordinary dividends, capital gains and nondividend distributions, also known as return of capital. The Fund will determine the federal income tax character of distributions paid to a shareholder after the end of the calendar year. This is reported on the IRS form 1099-DIV and provided to the shareholder shortly after each year-end. For information about the tax character of distributions made in prior calendar years, please refer to Performance-Tax Character of Distributions on the Fund’s webpage available at eatonvance.com. The Fund’s distributions are determined by the investment adviser based on its current assessment of the Fund’s long-term return potential. Fund distributions may be affected by numerous factors including changes in Fund performance, the cost of financing for leverage, portfolio holdings, realized and projected returns, and other factors. As portfolio and market conditions change, the rate of distributions paid by the Fund could change. Taxable-equivalent performance is based on the highest combined federal and state income tax rates, where applicable. Lower tax rates would result in lower tax-equivalent performance. Actual tax rates will vary depending on your income, exemptions and deductions. Rates do not include local taxes.

⁵

Fund employs RIB financing. The leverage created by RIB investments provides an opportunity for increased income but, at the same time, creates special risks (including the likelihood of greater price volatility). The cost of leverage rises and falls with changes in short-term interest rates. See “Floating Rate Notes Issued in Conjunction with Securities Held” in the notes to the financial statements for more information about RIB financing. RIB leverage represents the amount of Floating Rate Notes outstanding at period end as a percentage of Fund net assets plus Floating Rate Notes.

⁶

Ratings are based on Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings (“Fitch”), as applicable. If securities are rated differently by the ratings agencies, the highest rating is applied. Ratings, which are subject to change, apply to the creditworthiness of the issuers of the underlying securities and not to the Fund or its shares. Credit ratings measure the quality of a bond based on the issuer’s creditworthiness, with ratings ranging from AAA, being the highest, to D, being the lowest based on S&P’s measures. Ratings of BBB or higher by S&P or Fitch (Baa or higher by Moody’s) are considered to be investment-grade quality. Credit ratings are based largely on the ratings agency’s analysis at the time of rating. The rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition and does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. Holdings designated as “Not Rated” (if any) are not rated by the national ratings agencies stated above.

⁷	The chart includes the municipal bonds held by a trust that issues residual interest bonds, consistent with the Portfolio of Investments.

Fund profile subject to change due to active management.


		3

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Portfolio of Investments (Unaudited)


Tax-Exempt Municipal Securities — 149.8%
Security	Principal Amount (000’s omitted)		Value

Bond Bank — 1.0%

Rickenbacker Port Authority, OH, (OASBO Expanded Asset Pooled Financing Program), 5.375%, 1/1/32	$	1,870	$	2,334,040

			$	2,334,040

Education — 4.8%

Capital Trust Agency, FL, (Florida Charter Educational Foundation, Inc.), 4.50%, 6/15/28⁽¹⁾	$	590	$	626,456

District of Columbia, (Rocketship DC Obligated Group), 5.00%, 6/1/29⁽¹⁾		465		519,135

Florida Higher Educational Facilities Financing Authority, (Jacksonville University), 4.50%, 6/1/33⁽¹⁾		265		286,015

Pinellas County Educational Facilities Authority, FL, (Pinellas Academy of Math and Science), 4.125%, 12/15/28⁽¹⁾		590		634,368

Rutgers State University, NJ, 4.00%, 5/1/30⁽²⁾		8,425		9,082,150

			$	11,148,124

Electric Utilities — 4.7%

Salt River Agricultural Improvement and Power District, AZ, 5.00%, 12/1/30⁽²⁾	$	10,000	$	11,007,000

			$	11,007,000

Escrowed / Prerefunded — 3.9%

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28⁽²⁾	$	5,400	$	6,071,760

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28⁽²⁾		185		208,014

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28⁽²⁾		2,415		2,715,426

			$	8,995,200

General Obligations — 38.2%

Chicago Board of Education, IL, 5.00%, 12/1/26	$	3,000	$	3,415,530

Chicago Board of Education, IL, 5.00%, 12/1/27		500		575,590

Clackamas Community College District, OR, 0.00%, 6/15/28		1,830		1,443,961

Clackamas Community College District, OR, 0.00%, 6/15/29		1,000		753,980

Clovis Unified School District, CA, (Election of 2012), 0.00%, 8/1/28		1,000		776,580

Clovis Unified School District, CA, (Election of 2012), 0.00%, 8/1/29		2,395		1,764,971

Clovis Unified School District, CA, (Election of 2012), 0.00%, 8/1/30		2,575		1,798,122

Detroit, MI, 5.00%, 4/1/27		1,700		1,922,309

Fresno Unified School District, CA, (Election of 2010), 0.00%, 8/1/30		800		551,616


Security	Principal Amount (000’s omitted)		Value

General Obligations (continued)

Fresno Unified School District, CA, (Election of 2010), 0.00%, 8/1/31	$	955	$	622,622

Illinois, 5.00%, 11/1/28		1,500		1,695,615

Illinois, 5.00%, 5/1/33		3,200		3,444,064

Illinois, 5.00%, 5/1/39		1,165		1,239,141

Leander Independent School District, TX, (PSF Guaranteed), 0.00%, 8/15/31		5,000		3,323,900

Pennsylvania, 4.00%, 4/1/29⁽²⁾		10,000		10,734,900

Portland Community College District, OR, 3.25%, 6/15/32⁽²⁾		10,250		10,622,485

Riverside County Community College District, CA, (Election of 2004), 0.00%, 8/1/29		1,500		1,104,345

Riverside County Community College District, CA, (Election of 2004), 0.00%, 8/1/30		1,250		869,863

San Bernardino Community College District, CA, 4.00%, 8/1/30⁽²⁾		10,000		10,904,100

Tempe Union High School District No. 213, AZ, 4.00%, 7/1/29⁽²⁾		4,200		4,558,638

Tempe Union High School District No. 213, AZ, 4.00%, 7/1/30⁽²⁾		4,350		4,697,130

Texas, (Texas Transportation Commission), 4.00%, 10/1/31⁽²⁾		10,000		11,009,300

Washington, 4.00%, 7/1/29⁽²⁾		10,000		10,917,400

			$	88,746,162

Hospital — 13.9%

California Health Facilities Financing Authority, (Providence Health & Services), 4.00%, 10/1/28⁽²⁾	$	10,000	$	11,131,400

Delaware Health Facilities Authority, (Nanticoke Memorial Hospital), 5.00%, 7/1/28		2,500		2,760,750

Illinois Finance Authority, (Presence Health Network), 5.00%, 2/15/29		2,635		3,249,113

New York Dormitory Authority, (Orange Regional Medical Center), 5.00%, 12/1/29⁽¹⁾		450		519,345

New York Dormitory Authority, (Orange Regional Medical Center), 5.00%, 12/1/30⁽¹⁾		1,000		1,148,760

Southeastern Ohio Port Authority, (Memorial Health System Obligated Group), 5.50%, 12/1/29		985		1,120,960

Tarrant County Cultural Education Facilities Finance Corp., TX, (Baylor Health Care System), 4.00%, 11/15/32⁽²⁾		10,000		10,571,000

Yavapai County Industrial Development Authority, AZ, (Yavapai Regional Medical Center), 5.00%, 8/1/28		1,500		1,696,230

			$	32,197,558

Housing — 5.0%

Pennsylvania Housing Finance Agency, SFMR, (AMT), 3.90%, 10/1/28⁽²⁾	$	1,110	$	1,153,179

Virginia Housing Development Authority, 3.625%, 1/1/31⁽²⁾		10,000		10,380,500

			$	11,533,679


		4		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Portfolio of Investments (Unaudited) — continued


Security	Principal Amount (000’s omitted)		Value

Industrial Development Revenue — 6.7%

Louisiana Public Facilities Authority, (Cleco Power LLC), 4.25%, 12/1/38	$	2,395	$	2,482,178

Matagorda County Navigation District No. 1, TX, (AEP Texas Central Co.), Series 2008-1, 4.00%, 6/1/30		540		577,201

Matagorda County Navigation District No. 1, TX, (AEP Texas Central Co.), Series 2008-2, 4.00%, 6/1/30		3,000		3,206,670

National Finance Authority, NH, (Covanta), (AMT), 4.00%, 11/1/27⁽¹⁾		2,500		2,599,125

New Jersey Economic Development Authority, (Continental Airlines), Series 2000A, (AMT), 5.625%, 11/15/30		500		575,875

New Jersey Economic Development Authority, (Continental Airlines), Series 2000B, (AMT), 5.625%, 11/15/30		855		984,746

Ohio Air Quality Development Authority, (Pratt Paper, LLC), (AMT), 3.75%, 1/15/28⁽¹⁾		1,200		1,287,132

Public Finance Authority, WI, (Celanese Corp.), 4.05%, 11/1/30		3,000		3,125,760

Tuscaloosa County Industrial Development Authority, AL, (Hunt Refining Co.), 4.50%, 5/1/32⁽¹⁾		555		602,386

Vermont Economic Development Authority, (Casella Waste Systems, Inc.), (AMT), 4.625% to 4/3/28 (Put Date), 4/1/36⁽¹⁾		105		116,161

			$	15,557,234

Insured – Electric Utilities — 2.5%

Puerto Rico Electric Power Authority, (NPFG), 5.25%, 7/1/29	$	500	$	534,215

Puerto Rico Electric Power Authority, (NPFG), 5.25%, 7/1/30		5,000		5,332,550

			$	5,866,765

Insured – General Obligations — 3.2%

Chicago Board of Education, IL, (AGM), 5.00%, 12/1/28	$	250	$	304,850

Grossmont Union High School District, CA, (Election of 2008), (AGM), 0.00%, 8/1/29		4,000		2,947,120

Luzerne County, PA, (AGM), 5.00%, 11/15/29		2,000		2,353,020

McHenry County Community Unit School District No. 12, IL, (AGM), 4.25%, 1/1/29		1,230		1,316,100

Puerto Rico Public Buildings Authority, (NPFG), 6.00%, 7/1/28		500		509,055

			$	7,430,145

Insured – Special Tax Revenue — 1.3%

Puerto Rico Convention Center District Authority, (AMBAC), 5.00%, 7/1/31	$	1,475	$	1,489,455

Puerto Rico Infrastructure Financing Authority, (AMBAC), 5.50%, 7/1/28		1,480		1,635,874

			$	3,125,329


Security	Principal Amount (000’s omitted)		Value

Insured – Transportation — 5.2%

Foothill/Eastern Transportation Corridor Agency, CA, (AGM), 5.625%, (0.00% until 1/15/24), 1/15/32	$	795	$	854,466

New Jersey Economic Development Authority, (The Goethals Bridge Replacement), (AGM), (AMT), 5.00%, 1/1/31		1,340		1,498,040

New Jersey Transportation Trust Fund Authority, (Transportation System), (AMBAC), 0.00%, 12/15/28		9,095		7,114,291

Puerto Rico Highway and Transportation Authority, (AGM), 5.50%, 7/1/31		1,000		1,132,370

Puerto Rico Highway and Transportation Authority, (AMBAC), 0.00%, 7/1/20		1,625		1,564,712

			$	12,163,879

Insured – Water and Sewer — 2.9%

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/27	$	875	$	657,632

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/29		1,225		803,551

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/30		1,045		638,067

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/33		5,870		2,918,916

Passaic Valley Sewerage Commissioners, NJ, (NPFG), 2.50%, 12/1/32		655		645,902

Puerto Rico Aqueduct and Sewer Authority, (AGC), 5.00%, 7/1/28		1,000		1,027,320

			$	6,691,388

Lease Revenue / Certificates of Participation — 3.0%

Michigan Strategic Fund, (Facility for Rare Isotope Beams), 4.00%, 3/1/31	$	1,000	$	1,085,590

New Jersey Economic Development Authority, (School Facilities Construction), 5.00%, 6/15/28		3,000		3,600,840

New Jersey Economic Development Authority, (School Facilities Construction), 5.00%, 6/15/30		2,000		2,389,160

			$	7,075,590

Other Revenue — 6.4%

Kalispel Tribe of Indians, WA, Series A, 5.00%, 1/1/32⁽¹⁾	$	700	$	780,794

Oregon Department of Administrative Services, Lottery Revenue, 4.00%, 4/1/29⁽²⁾		10,000		10,827,200

Salt Verde Financial Corp., AZ, Senior Gas Revenue, 5.00%, 12/1/32		2,460		3,161,887

			$	14,769,881


		5		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Portfolio of Investments (Unaudited) — continued


Security	Principal Amount (000’s omitted)		Value

Senior Living / Life Care — 10.9%

Bexar County Health Facilities Development Corp., TX, (Army Retirement Residence Foundation), 5.00%, 7/15/28	$	225	$	259,648

Buffalo and Erie County Industrial Land Development Corp., NY, (Orchard Park CCRC, Inc.), 5.00%, 11/15/28		1,360		1,519,664

Colorado Health Facilities Authority, (Frasier Meadows Retirement Community), 5.25%, 5/15/28		250		294,870

Franklin County Industrial Development Authority, PA, (Menno-Haven, Inc.), 5.00%, 12/1/27		250		286,248

Franklin County Industrial Development Authority, PA, (Menno-Haven, Inc.), 5.00%, 12/1/28		250		285,305

Harris County Cultural Education Facilities Finance Corp., TX, (Brazos Presbyterian Homes, Inc.), 5.75%, 1/1/28		140		156,551

Illinois Finance Authority, (Plymouth Place, Inc.), 5.00%, 5/15/30		2,750		2,961,255

Lancaster County Hospital Authority, PA, (Brethren Village), 5.00%, 7/1/30		1,025		1,120,807

Lancaster Industrial Development Authority, PA, (Garden Spot Village), 5.375%, 5/1/28		600		656,256

Massachusetts Development Finance Agency, (Linden Ponds, Inc.), 5.00%, 11/15/28⁽¹⁾		300		338,622

Montgomery County Industrial Development Authority, PA, (Whitemarsh Continuing Care Retirement Community), 4.25%, 1/1/28		2,300		2,380,592

Multnomah County Hospital Facilities Authority, OR, (Mirabella at South Waterfront), 5.125%, 10/1/34		1,500		1,629,675

New Hope Cultural Education Facilities Finance Corp., TX, (Longhorn Village), 5.00%, 1/1/28		1,145		1,270,114

New Jersey Economic Development Authority, (United Methodist Homes of New Jersey), 4.00%, 7/1/27		765		786,474

New Jersey Economic Development Authority, (United Methodist Homes of New Jersey), 4.00%, 7/1/28		910		932,513

Palm Beach County Health Facilities Authority, FL, (Sinai Residences of Boca Raton), 7.25%, 6/1/34		1,210		1,358,382

Public Finance Authority, WI, (Church Home of Hartford, Inc.), 5.00%, 9/1/25⁽¹⁾		1,200		1,330,356

Rockville, MD, (Ingleside at King Farm), 5.00%, 11/1/29		1,100		1,247,554

Savannah Economic Development Authority, GA, (Marshes of Skidaway Island), 6.00%, 1/1/24		385		409,840

St. Louis County Industrial Development Authority, MO, (Friendship Village St. Louis Obligated Group), 5.00%, 9/1/28		635		731,787

Tarrant County Cultural Education Facilities Finance Corp., TX, (Trinity Terrace), 5.00%, 10/1/29		1,035		1,151,313

Tempe Industrial Development Authority, AZ, (Mirabella at ASU), 5.50%, 10/1/27⁽¹⁾		900		1,016,307

Tulsa County Industrial Authority, OK, (Montereau, Inc.), 5.00%, 11/15/26		345		402,977

Vermont Economic Development Authority, (Wake Robin Corp.), 5.00%, 5/1/27		500		556,580


Security	Principal Amount (000’s omitted)		Value

Senior Living / Life Care (continued)

Vermont Economic Development Authority, (Wake Robin Corp.), 5.00%, 5/1/28	$	750	$	831,630

Warren County, OH, (Otterbein Homes Obligated Group), 5.00%, 7/1/28		1,200		1,344,312

			$	25,259,632

Special Tax Revenue — 16.7%

Lakewood Ranch Stewardship District, FL, (Villages of Lakewood Ranch), 4.25%, 5/1/26	$	1,335	$	1,377,907

Metropolitan Development and Housing Agency, TN, (Fifth + Broadway Development), 4.50%, 6/1/28⁽¹⁾		750		807,953

Michigan Finance Authority, Detroit Financial Recovery Income Tax Revenue, 4.50%, 10/1/29		895		971,872

New York Dormitory Authority, Sales Tax Revenue, 4.00%, 3/15/30⁽²⁾		10,000		10,889,100

New York State Urban Development Corp., Personal Income Tax Revenue, 5.00%, 3/15/30⁽²⁾		12,000		13,897,560

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/30⁽²⁾		2,000		2,248,700

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/31⁽²⁾		5,680		6,340,186

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/32⁽²⁾		2,120		2,353,433

			$	38,886,711

Student Loan — 2.8%

Massachusetts Educational Financing Authority, (AMT), 4.125%, 1/1/29	$	520	$	547,513

Massachusetts Educational Financing Authority, (AMT), 5.00%, 1/1/27		3,000		3,469,020

New Jersey Higher Education Student Assistance Authority, Series 2013-1A, (AMT), 4.00%, 12/1/28		1,080		1,138,676

New Jersey Higher Education Student Assistance Authority, Series 2015-1A, (AMT), 4.00%, 12/1/28		1,310		1,428,280

			$	6,583,489

Transportation — 10.3%

Foothill/Eastern Transportation Corridor Agency, CA, 5.90%, (0.00% until 1/15/24), 1/15/27	$	2,000	$	1,926,940

Grand Parkway Transportation Corp., TX, 4.95%, (0.00% until 10/1/23), 10/1/29		800		855,608

Grand Parkway Transportation Corp., TX, 5.05%, (0.00% until 10/1/23), 10/1/30		1,500		1,598,250

Grand Parkway Transportation Corp., TX, 5.20%, (0.00% until 10/1/23), 10/1/31		2,000		2,125,900

Houston, TX, (United Airlines, Inc.), (AMT), 5.00%, 7/1/29		1,470		1,646,606


		6		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Portfolio of Investments (Unaudited) — continued


Security	Principal Amount (000’s omitted)		Value

Transportation (continued)

Kentucky Public Transportation Infrastructure Authority, (Downtown Crossing Project), 0.00%, 7/1/28	$	1,240	$	798,808

New York Transportation Development Corp., (LaGuardia Airport Terminal B Redevelopment), (AMT), 5.00%, 7/1/34		4,000		4,488,360

Port Authority of New York and New Jersey, (AMT), 4.00%, 7/15/36⁽²⁾		10,000		10,598,100

			$	24,038,572

Water and Sewer — 6.4%

Detroit, MI, Water Supply System, 5.25%, 7/1/27	$	1,000	$	1,068,330

Michigan Finance Authority, (Detroit Water and Sewerage Department), 5.00%, 7/1/30		5,000		5,755,400

Northeast Ohio Regional Sewer District, 4.00%, 11/15/33⁽²⁾		7,500		8,007,600

			$	14,831,330

Total Tax-Exempt Municipal Securities — 149.8% (identified cost $321,158,554)			$	348,241,708

Taxable Municipal Securities — 4.6%
Security	Principal Amount (000’s omitted)		Value

General Obligations — 3.0%

Atlantic City, NJ, 7.00%, 3/1/28	$	3,115	$	3,654,394

Chicago, IL, 7.375%, 1/1/33		1,000		1,186,180

Chicago, IL, 7.781%, 1/1/35		1,675		2,043,031

			$	6,883,605

Insured – Transportation — 1.6%

Alameda Corridor Transportation Authority, CA, (AMBAC), 0.00%, 10/1/31	$	5,805	$	3,746,779

			$	3,746,779

Total Taxable Municipal Securities — 4.6% (identified cost $8,363,243)			$	10,630,384

Total Investments — 154.4% (identified cost $329,521,797)			$	358,872,092

Other Assets, Less Liabilities — (54.4)%			$	(126,497,935	)

Net Assets — 100.0%			$	232,374,157

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

At July 31, 2019, the concentration of the Trust’s investments in the various states and territories, determined as a percentage of total investments, is as follows:



New York			12.0%

California			10.9%

Texas			10.5%

Arizona			10.3%

Others, representing less than 10% individually			56.3%

The Trust invests primarily in debt securities issued by municipalities. The ability of the issuers of the debt securities to meet their obligations may be affected by economic developments in a specific industry or municipality. In order to reduce the risk associated with such economic developments, at July 31, 2019, 10.9% of total investments are backed by bond insurance of various financial institutions and financial guaranty assurance agencies. The aggregate percentage insured by an individual financial institution or financial guaranty assurance agency ranged from 0.3% to 4.3% of total investments.

⁽¹⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At July 31, 2019, the aggregate value of these securities is $12,612,915 or 5.4% of the Trust’s net assets.

⁽²⁾	Security represents the municipal bond held by a trust that issues residual interest bonds (see Note 1G).

Abbreviations:



AGC	–	Assured Guaranty Corp.

AGM	–	Assured Guaranty Municipal Corp.

AMBAC	–	AMBAC Financial Group, Inc.

AMT	–	Interest earned from these securities may be considered a tax preference item for purposes of the Federal Alternative Minimum Tax.

NPFG	–	National Public Finance Guarantee Corp.

PSF	–	Permanent School Fund

SFMR	–	Single Family Mortgage Revenue


		7		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Statement of Assets and Liabilities (Unaudited)


Assets	July 31, 2019

Investments, at value (identified cost, $329,521,797)	$	358,872,092

Cash		1,016,302

Interest receivable		2,760,568

Total assets	$	362,648,962

Liabilities

Payable for floating rate notes issued	$	129,305,905

Payable to affiliate:

Investment adviser fee		183,742

Interest expense and fees payable		702,564

Accrued expenses		82,594

Total liabilities	$	130,274,805

Net Assets	$	232,374,157

Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized	$	108,349

Additional paid-in capital		206,784,915

Distributable earnings		25,480,893

Net Assets	$	232,374,157

Common Shares Outstanding		10,834,901

Net Asset Value

Net assets ÷ common shares issued and outstanding	$	21.45


		8		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Statement of Operations (Unaudited)


Investment Income	Six Months Ended July 31, 2019

Interest	$	6,680,704

Total investment income	$	6,680,704

Expenses

Investment adviser fee	$	1,059,143

Trustees’ fees and expenses		9,089

Custodian fee		34,299

Transfer and dividend disbursing agent fees		8,989

Legal and accounting services		33,226

Printing and postage		16,069

Interest expense and fees		1,471,436

Miscellaneous		23,726

Total expenses	$	2,655,977

Net investment income	$	4,024,727

Realized and Unrealized Gain (Loss)

Net realized gain (loss) —

Investment transactions	$	92,183

Net realized gain	$	92,183

Change in unrealized appreciation (depreciation) —

Investments	$	11,422,622

Net change in unrealized appreciation (depreciation)	$	11,422,622

Net realized and unrealized gain	$	11,514,805

Net increase in net assets from operations	$	15,539,532


		9		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Statements of Changes in Net Assets


Increase (Decrease) in Net Assets	Six Months Ended July 31, 2019 (Unaudited)			Year Ended January 31, 2019

From operations —

Net investment income	$	4,024,727		$	8,398,507

Net realized gain		92,183			386,412

Net change in unrealized appreciation (depreciation)		11,422,622			379,353

Net increase in net assets from operations	$	15,539,532		$	9,164,272

Distributions to shareholders	$	(4,609,167	)	$	(9,217,737	)

Capital share transactions —

Reinvestment of distributions to shareholders	$	—		$	21,135

Net increase in net assets from capital share transactions	$	—		$	21,135

Net increase (decrease) in net assets	$	10,930,365		$	(32,330	)

Net Assets

At beginning of period	$	221,443,792		$	221,476,122

At end of period	$	232,374,157		$	221,443,792


		10		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Statement of Cash Flows (Unaudited)


Cash Flows From Operating Activities	Six Months Ended July 31, 2019

Net increase in net assets from operations	$	15,539,532

Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:

Investments purchased		(5,040,898	)

Investments sold		6,248,225

Net amortization/accretion of premium (discount)		(252,415	)

Increase in interest receivable		(40,797	)

Increase in payable to affiliate for investment adviser fee		5,611

Increase in interest expense and fees payable		24,202

Decrease in accrued expenses		(14,559	)

Net change in unrealized (appreciation) depreciation from investments		(11,422,622	)

Net realized gain from investments		(92,183	)

Net cash provided by operating activities	$	4,954,096

Cash Flows From Financing Activities

Cash distributions paid	$	(4,609,167	)

Net cash used in financing activities	$	(4,609,167	)

Net increase in cash	$	344,929

Cash at beginning of period	$	671,373

Cash at end of period	$	1,016,302

Supplemental disclosure of cash flow information:

Cash paid for interest and fees	$	1,447,234


		11		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Financial Highlights



	Six Months Ended July 31, 2019 (Unaudited)			Year Ended January 31,
	Six Months Ended July 31, 2019 (Unaudited)			2019			2018			2017			2016			2015

Net asset value — Beginning of period	$	20.440		$	20.440		$	19.980		$	20.960		$	20.650		$	17.000

Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.371		$	0.775		$	0.829		$	0.870		$	0.936		$	0.917

Net realized and unrealized gain (loss)		1.064			0.076			0.482			(1.000	)		0.224			3.546

Total income (loss) from operations	$	1.435		$	0.851		$	1.311		$	(0.130	)	$	1.160		$	4.463

Less Distributions

From net investment income	$	(0.425	)	$	(0.851	)	$	(0.851	)	$	(0.850	)	$	(0.850	)	$	(0.850	)

Total distributions	$	(0.425	)	$	(0.851	)	$	(0.851	)	$	(0.850	)	$	(0.850	)	$	(0.850	)

Anti-dilutive effect of share repurchase program (see Note 5)⁽¹⁾	$	—		$	—		$	—		$	—		$	—		$	0.037

Net asset value — End of period	$	21.450		$	20.440		$	20.440		$	19.980		$	20.960		$	20.650

Market value — End of period	$	21.200		$	19.590		$	19.690		$	19.580		$	18.970		$	18.320

Total Investment Return on Net Asset Value⁽²⁾		7.13	%⁽³⁾		4.46	%		6.69	%		(0.58	)%		6.48	%		27.68	%

Total Investment Return on Market Value⁽²⁾		10.47	%⁽³⁾		3.93	%		4.88	%		7.65	%		8.62	%		21.11	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	232,374		$	221,444		$	221,476		$	216,446		$	227,080		$	223,730

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

Expenses excluding interest and fees⁽⁴⁾		1.05	%⁽⁵⁾		1.08	%		1.07	%		1.06	%		1.09	%		1.09	%

Interest and fee expense⁽⁶⁾		1.31	%⁽⁵⁾		1.22	%		0.91	%		0.67	%		0.39	%		0.37	%

Total expenses⁽⁴⁾		2.36	%⁽⁵⁾		2.30	%		1.98	%		1.73	%		1.48	%		1.46	%

Net investment income		3.57	%⁽⁵⁾		3.84	%		4.01	%		4.10	%		4.73	%		4.84	%

Portfolio Turnover		1	%⁽³⁾		10	%		8	%		14	%		19	%		43	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Trust’s dividend reinvestment plan.

⁽³⁾	Not annualized.

⁽⁴⁾	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.

⁽⁵⁾	Annualized.

⁽⁶⁾	Interest and fee expense relates to the liability for floating rate notes issued in conjunction with residual interest bond transactions (see Note 1G).


		12		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Notes to Financial Statements (Unaudited)

1 Significant Accounting Policies

Eaton Vance Municipal Income 2028 Term Trust (the Trust) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Trust’s investment objective is to provide current income exempt from regular federal income tax. The Trust has a term of fifteen years and currently intends to cease its investment operations on or about June 30, 2028 and thereafter liquidate and distribute its net assets to holders of the Trust’s common shares.

The following is a summary of significant accounting policies of the Trust. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Trust 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 ask 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 debt 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.

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 Trust in a manner that most fairly reflects the security’s “fair value”, which is the amount that the Trust 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 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 entity’s financial statements, 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 and Related Income — 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. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

C Federal Taxes — The Trust’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its taxable, if any, and tax-exempt net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. The Trust intends to satisfy conditions which will enable it to designate distributions from the interest income generated by its investments in non-taxable municipal securities, which are exempt from regular federal income tax when received by the Trust, as exempt-interest dividends. The portion of such interest, if any, earned on private activity bonds issued after August 7, 1986, may be considered a tax preference item to shareholders.

As of July 31, 2019, the Trust had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Trust 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.

D Legal Fees — Legal fees and other related expenses incurred as part of negotiations of the terms and requirement of capital infusions, or that are expected to result in the restructuring of, or a plan of reorganization for, an investment are recorded as realized losses. Ongoing expenditures to protect or enhance an investment are treated as operating expenses.

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.

F Indemnifications — Under the Trust’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 Trust. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Trust shareholders and the By-laws provide that the Trust shall assume, upon request by the shareholder, the defense on behalf of any Trust shareholders. Moreover, the By-laws also provide for indemnification out of Trust property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.


		13

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Notes to Financial Statements (Unaudited) — continued

G Floating Rate Notes Issued in Conjunction with Securities Held — The Trust may invest in residual interest bonds, also referred to as inverse floating rate securities, whereby the Trust may sell a variable or fixed rate bond for cash to a Special-Purpose Vehicle (the SPV), (which is generally organized as a trust), while at the same time, buying a residual interest in the assets and cash flows of the SPV. The bond is deposited into the SPV with the same CUSIP number as the bond sold to the SPV by the Trust, and which may have been, but is not required to be, the bond purchased from the Trust (the Bond). The SPV also issues floating rate notes (Floating Rate Notes) which are sold to third-parties. The residual interest bond held by the Trust gives the Trust the right (1) to cause the holders of the Floating Rate Notes to generally tender their notes at par, and (2) to have the Bond held by the SPV transferred to the Trust, thereby terminating the SPV. Should the Trust exercise such right, it would generally pay the SPV the par amount due on the Floating Rate Notes and exchange the residual interest bond for the underlying Bond. Pursuant to generally accepted accounting principles for transfers and servicing of financial assets and extinguishment of liabilities, the Trust accounts for the transaction described above as a secured borrowing by including the Bond in its Portfolio of Investments and the Floating Rate Notes as a liability under the caption “Payable for floating rate notes issued” in its Statement of Assets and Liabilities. The Floating Rate Notes have interest rates that generally reset weekly and their holders have the option to tender their notes to the SPV for redemption at par at each reset date. Accordingly, the fair value of the payable for floating rate notes issued approximates its carrying value. If measured at fair value, the payable for floating rate notes would have been considered as Level 2 in the fair value hierarchy (see Note 6) at July 31, 2019. Interest expense related to the Trust’s liability with respect to Floating Rate Notes is recorded as incurred. The SPV may be terminated by the Trust, as noted above, or by the occurrence of certain termination events as defined in the trust agreement, such as a downgrade in the credit quality of the underlying Bond, bankruptcy of or payment failure by the issuer of the underlying Bond, the inability to remarket Floating Rate Notes that have been tendered due to insufficient buyers in the market, or the failure by the SPV to obtain renewal of the liquidity agreement under which liquidity support is provided for the Floating Rate Notes up to one year. At July 31, 2019, the amount of the Trust’s Floating Rate Notes outstanding and the related collateral were $129,305,905 and $190,926,261, respectively. The range of interest rates on the Floating Rate Notes outstanding at July 31, 2019 was 1.41% to 1.50%. For the six months ended July 31, 2019, the Trust’s average settled Floating Rate Notes outstanding and the average interest rate (annualized) including fees were $128,990,000 and 2.30%, respectively.

In certain circumstances, the Trust may enter into shortfall and forbearance agreements with brokers by which the Trust agrees to reimburse the broker for the difference between the liquidation value of the Bond held by the SPV and the liquidation value of the Floating Rate Notes, as well as any shortfalls in interest cash flows. The Trust had no shortfalls as of July 31, 2019.

The Trust may also purchase residual interest bonds in a secondary market transaction without first owning the underlying bond. Such transactions are not required to be treated as secured borrowings. Shortfall agreements, if any, related to residual interest bonds purchased in a secondary market transaction are disclosed in the Portfolio of Investments.

The Trust’s investment policies and restrictions expressly permit investments in residual interest bonds. Such bonds typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality and maturity. These securities tend to underperform the market for fixed rate bonds in a rising long-term interest rate environment, but tend to outperform the market for fixed rate bonds when long-term interest rates decline. The value and income of residual interest bonds are generally more volatile than that of a fixed rate bond. The Trust’s investment policies do not allow the Trust to borrow money except as permitted by the 1940 Act. Management believes that the Trust’s restrictions on borrowing money and issuing senior securities (other than as specifically permitted) do not apply to Floating Rate Notes issued by the SPV and included as a liability in the Trust’s Statement of Assets and Liabilities. As secured indebtedness issued by an SPV, Floating Rate Notes are distinct from the borrowings and senior securities to which the Trust’s restrictions apply. Residual interest bonds held by the Trust are securities exempt from registration under Rule 144A of the Securities Act of 1933.

H Interim Financial Statements — The interim financial statements relating to July 31, 2019 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Trust’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Distributions to Shareholders and Income Tax Information

The Trust intends to make monthly distributions of net investment income to common shareholders. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

At January 31, 2019, the Trust, for federal income tax purposes, had deferred capital losses of $5,010,242 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax. The deferred capital losses are treated as arising on the first day of the Trust’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at January 31, 2019, $5,010,242 are short-term.


		14

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Notes to Financial Statements (Unaudited) — continued

The cost and unrealized appreciation (depreciation) of investments of the Trust at July 31, 2019, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	200,185,990

Gross unrealized appreciation	$	29,380,197

Gross unrealized depreciation		—

Net unrealized appreciation	$	29,380,197

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Trust. The fee is computed at an annual rate of 0.60% of the Trust’s average daily total managed assets and is payable monthly. Average daily total managed assets include the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust. Average daily total managed assets are calculated by adding to net assets the amount payable by the Trust to floating rate note holders. For the six months ended July 31, 2019, the investment adviser fee was $1,059,143. EVM also serves as administrator of the Trust, but receives no compensation.

Trustees and officers of the Trust who are members of EVM’s organization receive remuneration for their services to the Trust out of the investment adviser fee. Trustees of the Trust 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 July 31, 2019, no significant amounts have been deferred. Certain officers and Trustees of the Trust are officers of EVM.

4 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $5,040,898 and $6,248,225, respectively, for the six months ended July 31, 2019.

5 Common Shares of Beneficial Interest

The Trust may issue common shares pursuant to its dividend reinvestment plan. There were no common shares issued by the Trust for the six months ended July 31, 2019. Common shares issued by the Trust pursuant to its dividend reinvestment plan for the year ended January 31, 2019 were 1,052.

In November 2013, the Board of Trustees initially approved a share repurchase program for the Trust. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Trust is authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Trust to purchase a specific amount of shares. There were no repurchases of common shares by the Trust for the six months ended July 31, 2019 and the year ended January 31, 2019.

6 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.


		15

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Notes to Financial Statements (Unaudited) — continued

At July 31, 2019, the hierarchy of inputs used in valuing the Trust’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total

Tax-Exempt Municipal Securities	$	—	$	348,241,708	$	—	$	348,241,708

Taxable Municipal Securities		—		10,630,384		—		10,630,384

Total Investments	$	—	$	358,872,092	$	—	$	358,872,092


		16

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

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 the investment advisory agreement between a fund and its investment adviser will continue in effect from year-to-year only if its continuation is approved on an annual basis by a vote of the fund’s board of trustees, including 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 held on April 24, 2019, the Boards of Trustees/Directors (collectively, the “Board”) of the registered investment companies advised by Eaton Vance Management or its affiliate, Boston Management and Research (the “Eaton Vance Funds”), including a majority of the independent trustees (the “Independent Trustees”), voted to approve the continuation of existing investment advisory and sub-advisory agreements for each of 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 exclusively comprised of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by the adviser and sub-adviser (where applicable) to each of the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings held between February and April 2019. Members of the Contract Review Committee also considered information received at prior meetings of the Board and its committees, to the extent such information was relevant to the Contract Review Committee’s annual evaluation of the investment advisory and sub-advisory agreements.

Among other things, the information the Board considered included the following (for funds that invest through one or more underlying portfolios, 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 advisory and related fees paid by each fund to such 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 those of 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 relative to benchmark indices and, in certain instances, to customized groups of peer funds and blended indices identified by the adviser in consultation with the Portfolio Management Committee of the Board;

•

Comparative information concerning the fees charged and services provided by the adviser and sub-adviser (where applicable) to each fund 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(s), if any;

•

Profitability analyses with respect to the adviser and sub-adviser (where applicable) to each of the funds;

Information about Portfolio Management and Trading

•

Descriptions of the investment management services provided to each fund, as well as each of the funds’ investment strategies and policies;

•

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

•

Information about the policies and practices of each fund’s adviser and sub-adviser (where applicable and in the context of a sub-adviser with trading responsibilities) with respect to trading, including their processes for seeking best execution of portfolio transactions;

•

Information about the allocation of brokerage transactions and the benefits, if any, received by the adviser and sub-adviser (where applicable and in the context of a sub-adviser with trading responsibilities) to each fund 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 the portfolio turnover rate of each fund;

Information about each Adviser and Sub-adviser

•

Reports detailing the financial results and condition of the adviser and sub-adviser (where applicable) to each fund;

•

Information regarding the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, if applicable;

•

The Code of Ethics of the adviser and its affiliates and the sub-adviser (where applicable) of each fund, 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 the adviser and its affiliates and the sub-adviser (where applicable) of each fund, if any, including descriptions of their various compliance programs and their record of compliance;

•

Information concerning the business continuity and disaster recovery plans of the adviser and its affiliates and the sub-adviser (where applicable) of each fund, if any;


		17

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Board of Trustees’ Contract Approval — continued

•

A description of Eaton Vance Management’s and Boston Management and Research’s oversight of sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

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 the adviser or administrator to each of the funds; and

•

The terms of each investment advisory agreement.

During the various meetings of the Board and its committees throughout the twelve months ended April 2019, the Trustees received information from portfolio managers and other investment professionals of the advisers and sub-advisers (where applicable) of the funds regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the funds’ investment objectives. The Trustees also received information regarding risk management techniques employed in connection with the management of the funds. The Board and its Committees 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, Boston Management and Research and fund sub-advisers (as applicable), with respect to such matters. In addition to the formal meetings of the Board and its committees, the Independent Trustees held regular teleconferences to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

The Contract Review Committee was advised throughout the contract review process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised 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 fee structures and other terms contained in such agreements, the members of the Contract Review Committee were also informed by multiple years of analysis and discussion with the adviser and sub-adviser (where applicable) to each of the Eaton Vance Funds.

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 and administrative agreement between Eaton Vance Municipal Income 2028 Term Trust (the “Fund”) and Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, recommended to the Board approval of the agreement. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administrative agreement for the Fund.

Nature, Extent and Quality of Services

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

The Board considered the Adviser’s management capabilities and investment processes in light of the types of investments held by the Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board considered, where relevant, the abilities and experience of the Adviser’s investment professionals in analyzing factors such as credit risk, tax efficiency, and special considerations relevant to investing in municipal bonds. The Board considered the Adviser’s municipal bond team, which includes investment professionals and credit specialists who provide services to the Fund. The Board also considered information regarding the management of the Fund’s portfolio in the context of the target term structure and noted the Adviser’s experience with this structure. The Board also took into account the resources dedicated to portfolio management and other services, the compensation methods of the Adviser and other factors, including 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 Fund, 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 Fund, 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 Fund.

The Board considered the compliance programs of the Adviser and relevant affiliates thereof. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio 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.


		18

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Board of Trustees’ Contract Approval — continued

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.

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 and administrative agreement.

Fund Performance

The Board compared the Fund’s investment performance to that of comparable funds and appropriate benchmark indices and assessed the Fund’s performance on the basis of total return and current income return. The Board’s review included comparative performance data with respect to the Fund for the one-, three- and five-year periods ended September 30, 2018. In this regard, the Board noted that the performance of the Fund was higher than the median performance of the Fund’s peer group for the three-year period. The Board also noted that the performance of the Fund was higher than its benchmark index for the three-year period. The Board considered, among other things, the Adviser’s efforts to generate competitive levels of tax exempt current income through investments that, relative to its comparable funds, focus on higher quality municipal bonds with longer maturities. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board considered contractual fee rates payable 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, 2018, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered factors that had an impact on the Fund’s total expense ratio relative to comparable funds.

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 “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 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 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.

The Board also considered direct or indirect fall-out benefits received by the Adviser and its affiliates in connection with their respective relationships with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund 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 the benefits from economies of scale, if any, when they are realized by the Adviser. The Board also considered the fact that the Fund is not continuously offered and that the Fund’s assets are not expected to increase materially in the foreseeable future. Accordingly, the Board concluded that the implementation of breakpoints in the advisory fee schedule is not warranted at this time.


		19

Eaton Vance

Municipal Income 2028 Term Trust

July 31, 2019

Officers and Trustees

Officers

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

Trustees

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Keith Quinton⁽¹⁾

Marcus L. Smith⁽¹⁾

Susan J. Sutherland

Scott E. Wennerholm

*	Interested Trustee

⁽¹⁾	Messrs. Quinton and Smith began serving as Trustees effective October 1, 2018.


		20

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 Advisers International Ltd., 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. American Stock Transfer & Trust Company, LLC (“AST”), the closed-end funds transfer agent, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct AST, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact AST or your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by AST or your financial intermediary.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC for the first and third quarters of each fiscal year. The Form N-PORT 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.

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.

Share Repurchase Program. The Fund’s Board of Trustees has approved a share repurchase program authorizing the Fund to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. The Fund’s repurchase activity, including the number of shares purchased, average price and average discount to net asset value, is disclosed in the Fund’s annual and semi-annual reports to shareholders.

Additional Notice to Shareholders. If applicable, a Fund may also redeem or purchase its outstanding preferred shares in order to maintain compliance with regulatory requirements, borrowing or rating agency requirements or for other purposes as it deems appropriate or necessary.

Closed-End Fund Information. Eaton Vance closed-end funds make fund performance data and certain information about portfolio characteristics available on the Eaton Vance website shortly after the end of each month. Other information about the funds is available on the website. The funds’ net asset value per share is readily accessible on the Eaton Vance website. Portfolio holdings for the most recent month-end are also posted to the website approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under “Individual Investors — Closed-End Funds”.


		21

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Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

Fund Offices

Two International Place

Boston, MA 02110

LOGO

7013 7.31.19

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

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

Not required in this filing.

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

Not required in this filing.

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

No such purchases this period.

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 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

No activity to report for the registrant’s most recent fiscal year end.

Item 13. 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.


Eaton Vance Municipal Income 2028 Term Trust

By:		/s/ Payson F. Swaffield
		Payson F. Swaffield
		President

Date:		September 25, 2019

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:		September 25, 2019

By:		/s/ Payson F. Swaffield
		Payson F. Swaffield
		President

Date:		September 25, 2019