Eaton Vance Municipal Income 2028 Term Trust

N-CSR 1 d891687dncsr.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

January 31, 2020

Date of Reporting Period

Item 1. Reports to Stockholders

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Eaton Vance

Municipal Income 2028 Term Trust (ETX)

Annual Report

January 31, 2020

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 adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. 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.

Annual Report January 31, 2020

Eaton Vance

Municipal Income 2028 Term Trust

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			3

Endnotes and Additional Disclosures			4

Financial Statements			5

Report of Independent Registered Public Accounting Firm			19

Federal Tax Information			20

Annual Meeting of Shareholders			21

Dividend Reinvestment Plan			22

Management and Organization			24

Important Notices			27

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The 12-month period ended January 31, 2020, was marked by strong performance across the municipal bond market, with the Bloomberg Barclays Municipal Bond Index,² a broad measure of the asset class, returning 8.65%. The municipal bond yield curve⁹ experienced a so-called “bull market flattening”, where rates declined across the curve, but more so toward the long end of the curve. With investors searching for yield in a low-rate environment, lower rated⁷ bonds generally outperformed higher rated bonds, while longer duration¹⁰ issues outperformed shorter duration issues.

As the period opened on February 1, 2019, investors were concerned about a growing U.S.-China trade war. Following its December 19, 2018 federal funds rate hike — the last one on record — the U.S. Federal Reserve (the Fed) lowered its projected number of rate increases for 2019 from three to two, which some investors viewed as indicating weakness in the U.S. economy. The result was a “flight to quality” by investors seeking the relative safety of fixed-income securities over stocks, initiating a bond rally that pushed longer term bond prices up and yields down.

The fixed-income rally continued through the spring and summer of 2019, propelled by lower-than-desired inflation, low European interest rates, on-again/off-again trade-conflict rhetoric, and Fed comments in March that were more dovish than the market had expected — leading many investors to conclude that further rate hikes were off the table for 2019. After holding interest rates steady through the first half of the period, the Fed cut the federal funds rate for the first time in over a decade on July 31, 2019, followed by two more rate cuts in September and October to end the period at 1.50%-1.75%.

In the middle and long portions of the yield curve — where rates are influenced more by the market than the Fed — rates bottomed at the beginning of September. From September 3 through the end of December, U.S. and European interest rates trended modestly upward, amid better-than-expected U.S. employment reports and cautious optimism about a U.S.-China trade détente.

Two events in the final month of the period, January 2020, raised investor concerns and led to a renewed “flight to quality” that revived the bond market rally. On January 2, the assassination of Iran’s top military commander by a U.S. drone strike briefly raised

the specter of a U.S.-Iran military conflict. More lasting was the effect of the coronavirus outbreak in China, which threatened to slow global economic growth for possibly months.

Within the municipal bond market, technical factors amplified the price rally during the period. The 2017 tax law changes resulted in a combination of lower supply of new municipal issues and increased demand from high-income investors in high-tax states who had seen their tax bills rise under the revised code.

Fund Performance

For the 12-month period ended January 31, 2020, Eaton Vance Municipal Income 2028 Term Trust (the Fund) returned 11.46% at net asset value (NAV), outperforming its benchmark, the Bloomberg Barclays 10 Year Municipal Bond Index (the Index), which returned 8.61%.

The Fund’s investment objective is to provide current income exempt from regular federal income tax. The Fund seeks to achieve its investment objective by investing primarily in municipal obligations, a portion of which will be investment-grade and a portion of which may be below investment-grade at the time of investment. Management seeks to add value through relative value trading to take advantage of inefficiencies within the municipal market.

The Fund seeks to enhance tax-exempt income by entering into residual interest bond transactions⁶ and investing the proceeds in additional municipal securities, which creates leverage in the Fund. Leverage has the effect of magnifying the Fund’s exposure to its underlying investments in both up and down markets. During this period of positive performance by the municipal market, leverage enhanced Fund performance relative to the Index, which does not employ leverage.

Additional contributors to Fund performance versus the Index included an overweight position, relative to the Index, in zero-coupon bonds — the best-performing coupon structure in the Index during the period; and the Fund’s holdings in taxable municipal bonds that outperformed the Index — consisting solely of tax-exempt municipal issues — during the period.

In contrast, detractors from Fund performance relative to the Index included security selection in the electric utilities sector; security selection in AA-rated bonds; and an overweight position in 4% coupon bonds, which underperformed the Index during the period.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated net of management fees and other expenses by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested in accordance with the Fund’s Dividend Reinvestment Plan. Performance at market price will differ from performance at NAV due to variations in the Fund’s market price versus NAV, which may reflect factors such as fluctuations in supply and demand for Fund shares, changes in Fund distributions, shifting market expectations for the Fund’s future returns and distribution rates, and other considerations affecting the trading prices of closed-end funds. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance for periods 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

January 31, 2020

Performance^2,3

Portfolio Manager Craig R. Brandon, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Since Inception
Fund at NAV		03/28/2013		11.46	%		5.63	%		6.64	%
Fund at Market Price		—		13.58			7.68			6.27
Bloomberg Barclays 10 Year Municipal Bond Index		—		8.61	%		3.66	%		3.84	%


% Premium/Discount to NAV⁴
										–2.33	%


Distributions⁵
Total Distributions per share for the period									$	0.851
Distribution Rate at NAV										3.89	%
Taxable-Equivalent Distribution Rate at NAV										6.57	%
Distribution Rate at Market Price										3.98	%
Taxable-Equivalent Distribution Rate at Market Price										6.72	%


% Total Leverage⁶
Residual Interest Bond (RIB) Financing										35.22	%

Fund Profile

Credit Quality (% of total investments)^7,8

LOGO

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Endnotes and Additional Disclosures

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward-looking statements.“ The Fund’s actual future results may differ significantly from those stated in any forward-looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

Bloomberg Barclays Municipal Bond Index is an unmanaged index of municipal bonds traded in the U.S. 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.

³	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.

⁴

The shares of the Fund often trade at a discount or premium to their net asset value. The discount or premium 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 https://funds.eatonvance.com/closed-end-fund-prices.php.

⁵

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.

⁶

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.

⁷

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.

⁸	The chart includes the municipal bonds held by a trust that issues residual interest bonds, consistent with the Portfolio of Investments.

⁹

Yield curve is a graphical representation of the yields offered by bonds of various maturities. The yield curve flattens when long-term interest rates fall and/or short-term interest rates increase, and the yield curve steepens when long-term interest rates increase and/or short-term interest rates fall.

¹⁰	Duration is a measure of the expected change in price of a bond — in percentage terms — given a one percent change in interest rates, all else being constant. Securities with lower durations tend to be less sensitive to interest rate changes.

Fund profile subject to change due to active management.


		4

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Portfolio of Investments


Tax-Exempt Municipal Securities — 148.4%
Security	Principal Amount (000’s omitted)		Value

Bond Bank — 0.8%

Rickenbacker Port Authority, OH, (OASBO Expanded Asset Pooled Financing Program), 5.375%, 1/1/32	$	1,500	$	1,934,940

			$	1,934,940

Education — 0.9%

Capital Trust Agency, FL, (Florida Charter Educational Foundation, Inc.), 4.50%, 6/15/28⁽¹⁾	$	590	$	634,268

District of Columbia, (Rocketship DC Obligated Group), 5.00%, 6/1/29⁽¹⁾		465		528,351

Florida Higher Educational Facilities Financing Authority, (Jacksonville University), 4.50%, 6/1/33⁽¹⁾		265		296,143

Pinellas County Educational Facilities Authority, FL, (Pinellas Academy of Math and Science), 4.125%, 12/15/28⁽¹⁾		580		633,621

			$	2,092,383

Electric Utilities — 4.6%

Salt River Agricultural Improvement and Power District, AZ, 5.00%, 12/1/30⁽²⁾	$	10,000	$	10,948,600

			$	10,948,600

Escrowed / Prerefunded — 7.9%

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28⁽²⁾	$	5,400	$	6,007,500

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28⁽²⁾		185		205,813

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28⁽²⁾		2,415		2,686,687

Lancaster Industrial Development Authority, PA, (Garden Spot Village), Prerefunded to 5/1/23, 5.375%, 5/1/28		600		685,788

Rutgers State University, NJ, Prerefunded to 5/1/23, 4.00%, 5/1/30⁽²⁾		8,425		9,274,577

			$	18,860,365

General Obligations — 38.0%

Chicago Board of Education, IL, 5.00%, 12/1/26	$	3,000	$	3,573,360

Chicago Board of Education, IL, 5.00%, 12/1/27		500		603,195

Clackamas Community College District, OR, 0.00%, 6/15/28		1,830		1,492,328

Clackamas Community College District, OR, 0.00%, 6/15/29		1,000		779,350

Clovis Unified School District, CA, (Election of 2012), 0.00%, 8/1/28		1,000		804,700


Security	Principal Amount (000’s omitted)		Value

General Obligations (continued)

Clovis Unified School District, CA, (Election of 2012), 0.00%, 8/1/29	$	2,395	$	1,836,390

Clovis Unified School District, CA, (Election of 2012), 0.00%, 8/1/30		2,575		1,877,664

Detroit, MI, 5.00%, 4/1/27		1,700		1,977,729

Fresno Unified School District, CA, (Election of 2010), 0.00%, 8/1/30		800		568,336

Fresno Unified School District, CA, (Election of 2010), 0.00%, 8/1/31		955		644,453

Illinois, 5.00%, 11/1/28		1,500		1,796,700

Illinois, 5.00%, 5/1/33		3,200		3,543,072

Illinois, 5.00%, 5/1/39		1,165		1,278,786

Leander Independent School District, TX, (PSF Guaranteed), 0.00%, 8/15/31		5,000		3,427,950

Pennsylvania, 4.00%, 4/1/29⁽²⁾		10,000		10,874,000

Portland Community College District, OR, 3.25%, 6/15/32⁽²⁾		10,250		10,723,755

Riverside County Community College District, CA, (Election of 2004), 0.00%, 8/1/29		1,500		1,135,935

Riverside County Community College District, CA, (Election of 2004), 0.00%, 8/1/30		1,250		895,188

San Bernardino Community College District, CA, 4.00%, 8/1/30⁽²⁾		10,000		10,993,800

Tempe Union High School District No. 213, AZ, 4.00%, 7/1/29⁽²⁾		4,200		4,575,102

Tempe Union High School District No. 213, AZ, 4.00%, 7/1/30⁽²⁾		4,350		4,727,276

Texas, (Texas Transportation Commission), 4.00%, 10/1/31⁽²⁾		10,000		11,085,400

Washington, 4.00%, 7/1/29⁽²⁾		10,000		10,931,600

			$	90,146,069

Hospital — 13.7%

California Health Facilities Financing Authority, (Providence Health & Services), 4.00%, 10/1/28⁽²⁾	$	10,000	$	11,196,400

Delaware Health Facilities Authority, (Nanticoke Memorial Hospital), 5.00%, 7/1/28		2,500		2,759,100

Illinois Finance Authority, (Presence Health Network), 5.00%, 2/15/29		2,635		3,279,363

New York Dormitory Authority, (Orange Regional Medical Center), 5.00%, 12/1/29⁽¹⁾		450		524,191

New York Dormitory Authority, (Orange Regional Medical Center), 5.00%, 12/1/30⁽¹⁾		1,000		1,157,110

Southeastern Ohio Port Authority, (Memorial Health System Obligated Group), 5.50%, 12/1/29		985		1,126,978


		5		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value

Hospital (continued)

Tarrant County Cultural Education Facilities Finance Corp., TX, (Baylor Health Care System), 4.00%, 11/15/32⁽²⁾	$	10,000	$	10,699,400

Yavapai County Industrial Development Authority, AZ, (Yavapai Regional Medical Center), 5.00%, 8/1/28		1,500		1,691,460

			$	32,434,002

Housing — 4.9%

Pennsylvania Housing Finance Agency, SFMR, (AMT), 3.90%, 10/1/28⁽²⁾	$	1,110	$	1,163,247

Virginia Housing Development Authority, 3.625%, 1/1/31⁽²⁾		10,000		10,426,300

			$	11,589,547

Industrial Development Revenue — 6.7%

Louisiana Public Facilities Authority, (Cleco Power LLC), 4.25%, 12/1/38	$	2,395	$	2,507,110

Matagorda County Navigation District No. 1, TX, (AEP Texas Central Co.), Series 2008-1, 4.00%, 6/1/30		540		579,679

Matagorda County Navigation District No. 1, TX, (AEP Texas Central Co.), Series 2008-2, 4.00%, 6/1/30		3,000		3,220,440

National Finance Authority, NH, (Covanta), (AMT), 4.00%, 11/1/27⁽¹⁾		2,500		2,652,025

New Jersey Economic Development Authority, (Continental Airlines), Series 2000A, (AMT), 5.625%, 11/15/30		500		577,045

New Jersey Economic Development Authority, (Continental Airlines), Series 2000B, (AMT), 5.625%, 11/15/30		855		986,747

Ohio Air Quality Development Authority, (Pratt Paper, LLC), (AMT), 3.75%, 1/15/28⁽¹⁾		1,200		1,306,512

Public Finance Authority, WI, (Celanese Corp.), 4.05%, 11/1/30		3,000		3,259,860

Tuscaloosa County Industrial Development Authority, AL, (Hunt Refining Co.), 4.50%, 5/1/32⁽¹⁾		555		629,404

Vermont Economic Development Authority, (Casella Waste Systems, Inc.), (AMT), 4.625% to 4/3/28 (Put Date), 4/1/36⁽¹⁾		105		120,546

			$	15,839,368

Insured – Electric Utilities — 2.5%

Puerto Rico Electric Power Authority, (NPFG), 5.25%, 7/1/29	$	500	$	550,240

Puerto Rico Electric Power Authority, (NPFG), 5.25%, 7/1/30		5,000		5,495,400

			$	6,045,640


Security	Principal Amount (000’s omitted)		Value

Insured – General Obligations — 3.2%

Chicago Board of Education, IL, (AGM), 5.00%, 12/1/28	$	250	$	312,903

Grossmont Union High School District, CA, (Election of 2008), (AGM), 0.00%, 8/1/29		4,000		3,047,560

Luzerne County, PA, (AGM), 5.00%, 11/15/29		2,000		2,383,640

McHenry County Community Unit School District No. 12, IL, (AGM), 4.25%, 1/1/29		1,230		1,328,941

Puerto Rico Public Buildings Authority, (NPFG), 6.00%, 7/1/28		500		515,885

			$	7,588,929

Insured – Special Tax Revenue — 1.3%

Puerto Rico Convention Center District Authority, (AMBAC), 5.00%, 7/1/31	$	1,475	$	1,507,539

Puerto Rico Infrastructure Financing Authority, (AMBAC), 5.50%, 7/1/28		1,480		1,664,393

			$	3,171,932

Insured – Transportation — 5.3%

Foothill/Eastern Transportation Corridor Agency, CA, (AGM), 5.625%, (0.00% until 1/15/24), 1/15/32	$	795	$	902,858

New Jersey Economic Development Authority, (The Goethals Bridge Replacement), (AGM), (AMT), 5.00%, 1/1/31		1,340		1,504,431

New Jersey Transportation Trust Fund Authority, (Transportation System), (AMBAC), 0.00%, 12/15/28		9,095		7,516,016

Puerto Rico Highway and Transportation Authority, (AGM), 5.50%, 7/1/31		1,000		1,158,630

Puerto Rico Highway and Transportation Authority, (AMBAC), 0.00%, 7/1/20		1,625		1,599,910

			$	12,681,845

Insured – Water and Sewer — 2.9%

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/27	$	875	$	675,185

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/29		1,225		821,742

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/30		1,045		652,404

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/33		5,870		2,992,761

Passaic Valley Sewerage Commissioners, NJ, (NPFG), 2.50%, 12/1/32		655		655,151

Puerto Rico Aqueduct and Sewer Authority, (AGC), 5.00%, 7/1/28		1,000		1,026,310

			$	6,823,553


		6		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value

Lease Revenue / Certificates of Participation — 3.1%

Michigan Strategic Fund, (Facility for Rare Isotope Beams), 4.00%, 3/1/31	$	1,000	$	1,093,100

New Jersey Economic Development Authority, (School Facilities Construction), 5.00%, 6/15/28		3,000		3,696,210

New Jersey Economic Development Authority, (School Facilities Construction), 5.00%, 6/15/30		2,000		2,462,680

			$	7,251,990

Other Revenue — 6.3%

Kalispel Tribe of Indians, WA, Series A, 5.00%, 1/1/32⁽¹⁾	$	700	$	812,861

Oregon Department of Administrative Services, Lottery Revenue, 4.00%, 4/1/29⁽²⁾		10,000		10,851,300

Salt Verde Financial Corp., AZ, Senior Gas Revenue, 5.00%, 12/1/32		2,460		3,262,895

			$	14,927,056

Senior Living / Life Care — 10.5%

Bexar County Health Facilities Development Corp., TX, (Army Retirement Residence Foundation), 5.00%, 7/15/28	$	225	$	259,200

Buffalo and Erie County Industrial Land Development Corp., NY, (Orchard Park CCRC, Inc.), 5.00%, 11/15/28		1,360		1,565,591

Colorado Health Facilities Authority, (Frasier Meadows Retirement Community), 5.25%, 5/15/28		250		298,247

Franklin County Industrial Development Authority, PA, (Menno-Haven, Inc.), 5.00%, 12/1/27		250		285,157

Franklin County Industrial Development Authority, PA, (Menno-Haven, Inc.), 5.00%, 12/1/28		250		283,993

Harris County Cultural Education Facilities Finance Corp., TX, (Brazos Presbyterian Homes, Inc.), 5.75%, 1/1/28		140		155,557

Illinois Finance Authority, (Plymouth Place, Inc.), 5.00%, 5/15/30		2,750		3,029,345

Lancaster County Hospital Authority, PA, (Brethren Village), 5.00%, 7/1/30		1,025		1,152,274

Massachusetts Development Finance Agency, (Linden Ponds, Inc.), 5.00%, 11/15/28⁽¹⁾		300		352,743

Montgomery County Industrial Development Authority, PA, (Whitemarsh Continuing Care Retirement Community), 4.25%, 1/1/28		2,300		2,416,725

Multnomah County Hospital Facilities Authority, OR, (Mirabella at South Waterfront), 5.125%, 10/1/34		1,500		1,640,970

New Hope Cultural Education Facilities Finance Corp., TX, (Longhorn Village), 5.00%, 1/1/28		1,145		1,282,560

New Jersey Economic Development Authority, (United Methodist Homes of New Jersey), 4.00%, 7/1/27		765		792,104


Security	Principal Amount (000’s omitted)		Value

Senior Living / Life Care (continued)

New Jersey Economic Development Authority, (United Methodist Homes of New Jersey), 4.00%, 7/1/28	$	910	$	939,557

Palm Beach County Health Facilities Authority, FL, (Sinai Residences of Boca Raton), 7.25%, 6/1/34		1,210		1,367,736

Public Finance Authority, WI, (Church Home of Hartford, Inc.), 5.00%, 9/1/25⁽¹⁾		1,200		1,331,412

Rockville, MD, (Ingleside at King Farm), 5.00%, 11/1/29		1,100		1,257,421

Savannah Economic Development Authority, GA, (Marshes of Skidaway Island), 6.00%, 1/1/24		315		337,371

St. Louis County Industrial Development Authority, MO, (Friendship Village St. Louis Obligated Group), 5.00%, 9/1/28		635		736,613

Tarrant County Cultural Education Facilities Finance Corp., TX, (Trinity Terrace), 5.00%, 10/1/29		1,035		1,158,662

Tempe Industrial Development Authority, AZ, (Mirabella at ASU), 5.50%, 10/1/27⁽¹⁾		900		1,033,515

Tulsa County Industrial Authority, OK, (Montereau, Inc.), 5.00%, 11/15/26		345		405,506

Vermont Economic Development Authority, (Wake Robin Corp.), 5.00%, 5/1/27		500		569,520

Vermont Economic Development Authority, (Wake Robin Corp.), 5.00%, 5/1/28		750		850,080

Warren County, OH, (Otterbein Homes Obligated Group), 5.00%, 7/1/28		1,200		1,339,536

			$	24,841,395

Special Tax Revenue — 16.5%

Lakewood Ranch Stewardship District, FL, (Villages of Lakewood Ranch), 4.25%, 5/1/26	$	1,335	$	1,404,073

Metropolitan Development and Housing Agency, TN, (Fifth + Broadway Development), 4.50%, 6/1/28⁽¹⁾		750		824,812

Michigan Finance Authority, Detroit Financial Recovery Income Tax Revenue, 4.50%, 10/1/29		895		999,053

New York Dormitory Authority, Sales Tax Revenue, 4.00%, 3/15/30⁽²⁾		10,000		10,890,000

New York State Urban Development Corp., Personal Income Tax Revenue, 5.00%, 3/15/30⁽²⁾		12,000		13,937,520

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/30⁽²⁾		2,000		2,277,120

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/31⁽²⁾		5,680		6,433,736

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/32⁽²⁾		2,120		2,390,958

			$	39,157,272


		7		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value

Student Loan — 2.6%

Massachusetts Educational Financing Authority, (AMT), 4.125%, 1/1/29	$	345	$	362,871

Massachusetts Educational Financing Authority, (AMT), 5.00%, 1/1/27		3,000		3,493,230

New Jersey Higher Education Student Assistance Authority, Series 2013-1A, (AMT), 4.00%, 12/1/28		950		1,009,166

New Jersey Higher Education Student Assistance Authority, Series 2015-1A, (AMT), 4.00%, 12/1/28		1,220		1,346,416

			$	6,211,683

Transportation — 10.4%

Foothill/Eastern Transportation Corridor Agency, CA, 5.90%, (0.00% until 1/15/24), 1/15/27	$	2,000	$	2,002,920

Grand Parkway Transportation Corp., TX, 4.95%, (0.00% until 10/1/23), 10/1/29		800		895,080

Grand Parkway Transportation Corp., TX, 5.05%, (0.00% until 10/1/23), 10/1/30		1,500		1,675,335

Grand Parkway Transportation Corp., TX, 5.20%, (0.00% until 10/1/23), 10/1/31		2,000		2,239,080

Houston, TX, (United Airlines, Inc.), (AMT), 5.00%, 7/1/29		1,470		1,653,720

Kentucky Public Transportation Infrastructure Authority, (Downtown Crossing Project), 0.00%, 7/1/28		1,240		834,669

New York Transportation Development Corp., (LaGuardia Airport Terminal B Redevelopment), (AMT), 5.00%, 7/1/34		4,000		4,616,520

Port Authority of New York and New Jersey, (AMT), 4.00%, 7/15/36⁽²⁾		10,000		10,715,900

			$	24,633,224

Water and Sewer — 6.3%

Detroit, MI, Water Supply System, 5.25%, 7/1/27	$	1,000	$	1,057,470

Michigan Finance Authority, (Detroit Water and Sewerage Department), 5.00%, 7/1/30		5,000		5,805,050

Northeast Ohio Regional Sewer District, 4.00%, 11/15/33⁽²⁾		7,500		8,054,325

			$	14,916,845

Total Tax-Exempt Municipal Securities — 148.4% (identified cost $320,458,178)			$	352,096,638


Taxable Municipal Securities — 4.8%
Security	Principal Amount (000’s omitted)		Value

General Obligations — 3.1%

Atlantic City, NJ, 7.00%, 3/1/28	$	3,115	$	3,684,515

Chicago, IL, 7.375%, 1/1/33		1,000		1,280,230

Chicago, IL, 7.781%, 1/1/35		1,675		2,259,843

			$	7,224,588

Insured – Transportation — 1.7%

Alameda Corridor Transportation Authority, CA, (AMBAC), 0.00%, 10/1/31	$	5,805	$	4,050,671

			$	4,050,671

Total Taxable Municipal Securities — 4.8% (identified cost $8,456,479)			$	11,275,259

Total Investments — 153.2% (identified cost $328,914,657)			$	363,371,897

Other Assets, Less Liabilities — (53.2)%			$	(126,160,032	)

Net Assets — 100.0%			$	237,211,865

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

At January 31, 2020, 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			11.9%

California			11.0%

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. At January 31, 2020, 11.1% 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 4.5% 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 January 31, 2020, the aggregate value of these securities is $12,837,514 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).


		8		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Portfolio of Investments — continued

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


		9		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Statement of Assets and Liabilities


Assets	January 31, 2020

Investments, at value (identified cost, $328,914,657)	$	363,371,897

Cash		1,337,867

Interest receivable		2,729,571

Total assets	$	367,439,335

Liabilities

Payable for floating rate notes issued	$	129,351,612

Payable to affiliate:

Investment adviser fee		185,448

Interest expense and fees payable		557,410

Accrued expenses		133,000

Total liabilities	$	130,227,470

Net Assets	$	237,211,865

Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized	$	108,419

Additional paid-in capital		206,935,310

Distributable earnings		30,168,136

Net Assets	$	237,211,865

Common Shares Outstanding		10,841,906

Net Asset Value

Net assets ÷ common shares issued and outstanding	$	21.88


		10		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Statement of Operations


Investment Income	Year Ended January 31, 2020

Interest	$	13,346,190

Total investment income	$	13,346,190

Expenses

Investment adviser fee	$	2,156,924

Trustees’ fees and expenses		18,200

Custodian fee		63,384

Transfer and dividend disbursing agent fees		18,045

Legal and accounting services		66,146

Printing and postage		26,886

Interest expense and fees		2,683,561

Miscellaneous		47,938

Total expenses	$	5,081,084

Net investment income	$	8,265,106

Realized and Unrealized Gain (Loss)

Net realized gain (loss) —

Investment transactions	$	42,490

Net realized gain	$	42,490

Change in unrealized appreciation (depreciation) —

Investments	$	16,529,567

Net change in unrealized appreciation (depreciation)	$	16,529,567

Net realized and unrealized gain	$	16,572,057

Net increase in net assets from operations	$	24,837,163


		11		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Statements of Changes in Net Assets


	Year Ended January 31,
Increase (Decrease) in Net Assets	2020			2019

From operations —

Net investment income	$	8,265,106		$	8,398,507

Net realized gain		42,490			386,412

Net change in unrealized appreciation (depreciation)		16,529,567			379,353

Net increase in net assets from operations	$	24,837,163		$	9,164,272

Distributions to shareholders	$	(9,219,555	)	$	(9,217,737	)

Capital share transactions —

Reinvestment of distributions to shareholders	$	150,465		$	21,135

Net increase in net assets from capital share transactions	$	150,465		$	21,135

Net increase (decrease) in net assets	$	15,768,073		$	(32,330	)

Net Assets

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

At end of year	$	237,211,865		$	221,443,792


		12		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Statement of Cash Flows


Cash Flows From Operating Activities	Year Ended January 31, 2020

Net increase in net assets from operations	$	24,837,163

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

Investments purchased		(5,040,898	)

Investments sold		7,093,225

Net amortization/accretion of premium (discount)		(494,261	)

Increase in interest receivable		(9,800	)

Increase in payable to affiliate for investment adviser fee		7,317

Decrease in interest expense and fees payable		(120,952	)

Increase in accrued expenses		35,847

Net change in unrealized (appreciation) depreciation from investments		(16,529,567	)

Net realized gain from investments		(42,490	)

Net cash provided by operating activities	$	9,735,584

Cash Flows From Financing Activities

Cash distributions paid	$	(9,069,090	)

Net cash used in financing activities	$	(9,069,090	)

Net increase in cash	$	666,494

Cash at beginning of year	$	671,373

Cash at end of year	$	1,337,867

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of:

Reinvestment of distributions	$	150,465

Cash paid for interest and fees	$	2,804,513


		13		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Financial Highlights


	Year Ended January 31,
	2020			2019			2018			2017			2016

Net asset value — Beginning of year	$	20.440		$	20.440		$	19.980		$	20.960		$	20.650

Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.763		$	0.775		$	0.829		$	0.870		$	0.936

Net realized and unrealized gain (loss)		1.528			0.076			0.482			(1.000	)		0.224

Total income (loss) from operations	$	2.291		$	0.851		$	1.311		$	(0.130	)	$	1.160

Less Distributions

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

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

Net asset value — End of year	$	21.880		$	20.440		$	20.440		$	19.980		$	20.960

Market value — End of year	$	21.370		$	19.590		$	19.690		$	19.580		$	18.970

Total Investment Return on Net Asset Value⁽²⁾		11.46	%		4.46	%		6.69	%		(0.58	)%		6.48	%

Total Investment Return on Market Value⁽²⁾		13.58	%		3.93	%		4.88	%		7.65	%		8.62	%

Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	237,212		$	221,444		$	221,476		$	216,446		$	227,080

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

Expenses excluding interest and fees⁽³⁾		1.04	%		1.08	%		1.07	%		1.06	%		1.09	%

Interest and fee expense⁽⁴⁾		1.16	%		1.22	%		0.91	%		0.67	%		0.39	%

Total expenses⁽³⁾		2.20	%		2.30	%		1.98	%		1.73	%		1.48	%

Net investment income		3.58	%		3.84	%		4.01	%		4.10	%		4.73	%

Portfolio Turnover		1	%		10	%		8	%		14	%		19	%

⁽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⁾	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.

⁽⁴⁾	Interest and fee expense relates to the liability for floating rate notes issued in conjunction with residual interest bond transactions (see Note 1G).


		14		See Notes to Financial Statements.

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Notes to Financial Statements

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 January 31, 2020, 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.


		15

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Notes to Financial Statements — 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 January 31, 2020. 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 January 31, 2020, the amount of the Trust’s Floating Rate Notes outstanding and the related collateral were $129,351,612 and $192,070,316, respectively. The range of interest rates on the Floating Rate Notes outstanding at January 31, 2020 was 0.84% to 1.04%. For the year ended January 31, 2020, the Trust’s average settled Floating Rate Notes outstanding and the average interest rate including fees were $128,990,000 and 2.08%, 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 January 31, 2020.

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.

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.

The tax character of distributions declared for the years ended January 31, 2020 and January 31, 2019 was as follows:


	Year Ended January 31,
	2020		2019

Tax-exempt income	$	8,744,772	$	8,624,878

Ordinary income	$	474,783	$	592,859


		16

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Notes to Financial Statements — continued

As of January 31, 2020, the components of distributable earnings (accumulated loss) on a tax basis were as follows:



Undistributed tax-exempt income	$	431,736

Deferred capital losses	$	(4,786,372	)

Net unrealized appreciation	$	34,522,772

At January 31, 2020, the Trust, for federal income tax purposes, had deferred capital losses of $4,786,372 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, 2020, $4,786,372 are short-term.

The cost and unrealized appreciation (depreciation) of investments of the Trust at January 31, 2020, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	199,497,513

Gross unrealized appreciation	$	34,522,772

Gross unrealized depreciation		—

Net unrealized appreciation	$	34,522,772

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, as well as any other form of investment leverage. 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 year ended January 31, 2020, the investment adviser fee was $2,156,924. 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 year ended January 31, 2020, 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 $7,093,225, respectively, for the year ended January 31, 2020.

5 Common Shares of Beneficial Interest

The Trust may issue common shares pursuant to its dividend reinvestment plan. Common shares issued by the Trust pursuant to its dividend reinvestment plan for the years ended January 31, 2020 and January 31, 2019 were 7,005 and 1,052, respectively.

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 years ended January 31, 2020 and January 31, 2019.


		17

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Notes to Financial Statements — continued

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.

At January 31, 2020, 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	$	—	$	352,096,638	$	—	$	352,096,638

Taxable Municipal Securities		—		11,275,259		—		11,275,259

Total Investments	$	—	$	363,371,897	$	—	$	363,371,897

7 Subsequent Event

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this coronavirus may last for an extended period of time and through March 20, 2020, the date these financial statements were issued, has resulted in substantial market volatility and may result in a significant economic downturn.


		18

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Eaton Vance Municipal Income 2028 Term Trust:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Eaton Vance Municipal Income 2028 Term Trust (the “Trust”), including the portfolio of investments, as of January 31, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Trust as of January 31, 2020, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of January 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

March 20, 2020

We have served as the auditor of one or more Eaton Vance investment companies since 1959.


		19

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in February 2021 will show the tax status of all distributions paid to your account in calendar year 2020. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Trust. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding exempt-interest dividends.

Exempt-Interest Dividends. For the fiscal year ended January 31, 2020, the Trust designates 94.85% of distributions from net investment income as an exempt-interest dividend.


		20

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Annual Meeting of Shareholders (Unaudited)

The Trust held its Annual Meeting of Shareholders on November 14, 2019. The following action was taken by the shareholders:

Item 1: The election of Thomas E. Faust Jr., Cynthia E. Frost and Scott E. Wennerholm as Class I Trustees of the Trust for a three-year term expiring in 2022.


Nominee for Trustee Elected by All Shareholders	Number of Shares
Nominee for Trustee Elected by All Shareholders	For		Withheld

Thomas E. Faust Jr.		9,679,686		100,314

Cynthia E. Frost		9,696,340		83,660

Scott E. Wennerholm		9,699,494		80,506


		21

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Dividend Reinvestment Plan

The Trust offers a dividend reinvestment plan (Plan) pursuant to which shareholders automatically have distributions reinvested in common shares (Shares) of the Trust unless they elect otherwise through their investment dealer. On the distribution payment date, if the NAV per Share is equal to or less than the market price per Share plus estimated brokerage commissions, then new Shares will be issued. The number of Shares shall be determined by the greater of the NAV per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by American Stock Transfer & Trust Company, LLC, the Plan agent (Agent). Distributions subject to income tax (if any) are taxable whether or not Shares are reinvested.

If your Shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that the Trust’s transfer agent re-register your Shares in your name or you will not be able to participate.

The Agent’s service fee for handling distributions will be paid by the Trust. Plan participants will be charged their pro rata share of brokerage commissions on all open-market purchases.

Plan participants may withdraw from the Plan at any time by writing to the Agent at the address noted on the following page. If you withdraw, you will receive Shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Agent to sell part or all of his or her Shares and remit the proceeds, the Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.

If you wish to participate in the Plan and your Shares are held in your own name, you may complete the form on the following page and deliver it to the Agent. Any inquiries regarding the Plan can be directed to the Agent at 1-866-439-6787.


		22

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Application for Participation in Dividend Reinvestment Plan

This form is for shareholders who hold their common shares in their own names. If your common shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.

The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.

Please print exact name on account

Shareholder signature Date

Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.

YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.

This authorization form, when signed, should be mailed to the following address:

Eaton Vance Municipal Income 2028 Term Trust

c/o American Stock Transfer & Trust Company, LLC

P.O. Box 922

Wall Street Station

New York, NY 10269-0560


		23

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Management and Organization

Fund Management. The Trustees of Eaton Vance Municipal Income 2028 Term Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 159 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds.


Name and Year of Birth	Position(s) with the Trust	Term Expiring; Trustee Since⁽¹⁾	Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr. 1958	Class I Trustee	Until 2022. Trustee since 2007.	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 159 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years. Director of EVC and Hexavest Inc. (investment management firm).

Noninterested Trustees

Mark R. Fetting 1954	Class III Trustee	Until 2021. Trustee since 2016.	Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000). Other Directorships in the Last Five Years. None.

Cynthia E. Frost 1961	Class I Trustee	Until 2022. Trustee since 2014.	Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985). Other Directorships in the Last Five Years. None.

George J. Gorman 1952	Class II Trustee	Until 2020. Trustee since 2014.	Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009). Other Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley 1960	Class III Trustee	Until 2021. Trustee since 2014.	Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). Other Directorships in the Last Five Years. Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).


		24

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Management and Organization — continued


Name and Year of Birth	Position(s) with the Trust	Term Expiring; Trustee Since⁽¹⁾	Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

William H. Park 1947	Chairperson of the Board and Class II Trustee	Until 2020. Chairperson of the Board since 2016 and Trustee since 2003.	Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981). Other Directorships in the Last Five Years. None.

Helen Frame Peters 1948	Class III Trustee	Until 2021. Trustee since 2008.	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Other Directorships in the Last Five Years. None.

Keith Quinton 1958	Class III Trustee	Until 2021. Trustee since 2018.	Independent Investment Committee Member at New Hampshire Retirement System (since 2017). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014). Other Directorships in the Last Five Years. Director (since 2016) and Chairman (since 2019) of New Hampshire Municipal Bond Bank.

Marcus L. Smith 1966	Class II Trustee	Until 2020. Trustee since 2018.	Private investor. Member of Posse Boston Advisory Board (foundation) (since 2015). Formerly, Portfolio Manager at MFS Investment Management (investment management firm) (1994-2017). Other Directorships in the Last Five Years. Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018).

Susan J. Sutherland 1957	Class II Trustee	Until 2020. Trustee since 2015.	Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013). Other Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

Scott E. Wennerholm 1959	Class I Trustee	Until 2022. Trustee since 2016.	Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997). Other Directorships in the Last Five Years. None.


Name and Year of Birth	Position(s) with the Trust	Officer Since⁽²⁾	Principal Occupation(s) During Past Five Years

Principal Officers who are not Trustees

Payson F. Swaffield 1956	President	2003	Vice President and Chief Income Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	2005	Vice President of EVM and BMR. Also Vice President of CRM.


		25

Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2020

Management and Organization — continued


Name and Year of Birth	Position(s) with the Trust	Officer Since⁽²⁾	Principal Occupation(s) During Past Five Years

Principal Officers who are not Trustees (continued)

James F. Kirchner 1967	Treasurer	2007	Vice President of EVM and BMR. Also Vice President of CRM.

Richard F. Froio 1968	Chief Compliance Officer	2017	Vice President of EVM and BMR since 2017. Formerly Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012).

⁽¹⁾

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise. Each Trustee holds office until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification or removal.

⁽²⁾

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election. Each officer serves until his or her successor is elected.


		26

Eaton Vance Funds

IMPORTANT NOTICES

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each entity listed below has adopted a privacy policy and procedures (“Privacy Program”) Eaton Vance believes is reasonably designed to protect your personal information and to govern when and with whom Eaton Vance may share your personal information.

•

At the time of opening an account, Eaton Vance generally requires you to provide us with certain information such as name, address, social security number, tax status, account numbers, and account balances. This information is necessary for us to both open an account for you and to allow us to satisfy legal requirements such as applicable anti-money laundering reviews and know-your-customer requirements.

•

On an ongoing basis, in the normal course of servicing your account, Eaton Vance may share your information with unaffiliated third parties that perform various services for Eaton Vance and/or your account. These third parties include transfer agents, custodians, broker/dealers and our professional advisers, including auditors, accountants, and legal counsel. Eaton Vance may additionally share your personal information with our affiliates.

•

We believe our Privacy Program is reasonably designed to protect the confidentiality of your personal information and to prevent unauthorized access to that information.

•

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

Our pledge of protecting your personal information 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 Limited, Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group, Boston Management and Research, Calvert Research and Management, and Calvert Funds. This Privacy Notice supersedes all previously issued privacy disclosures. For more information about our Privacy Program or about how your personal information may be used, 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”.


		27

This Page Intentionally Left Blank

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

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO

14264 1.31.20

Item 2. Code of Ethics

The registrant (sometimes referred to as the “Fund”) has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has not amended the code of ethics as described in Form N-CSR during the period covered by this report. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.

Item 3. Audit Committee Financial Expert

The registrant’s Board of Trustees (the “Board”) has designated George J. Gorman and William H. Park, each an independent trustee, as audit committee financial experts. Mr. Gorman is a certified public accountant who is the Principal at George J. Gorman LLC (a consulting firm). Previously, Mr. Gorman served in various capacities at Ernst & Young LLP (a registered public accounting firm), including as Senior Partner. Mr. Gorman also has experience serving as an independent trustee and audit committee financial expert of other mutual fund complexes. Mr. Park is a certified public accountant who is a private investor. Previously, he

served as a consultant, as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm).

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended January 31, 2019 and January 31, 2020 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such period.


Fiscal Years Ended	1/31/19		1/31/20
Audit Fees	$	50,500	$	53,350
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	9,039	$	8,575
All Other Fees⁽³⁾	$	0	$	0

Total	$	59,539	$	61,925

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

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

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

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

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

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

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by D&T for the registrant’s fiscal years ended January 31, 2019 and January 31, 2020; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.


Fiscal Years Ended	1/31/19		1/31/20
Registrant	$	9,039	$	8,575
Eaton Vance⁽¹⁾	$	126,485	$	59,903

⁽¹⁾	Eaton Vance Management, a subsidiary of Eaton Vance Corp., acts as the registrant’s investment adviser and administrator.

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

Item 5. Audit Committee of Listed Registrants

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. George J. Gorman (Chair), William H. Park, Helen Frame Peters and Scott E. Wennerholm are the members of the registrant’s audit committee.

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

The Board of the Fund has adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the trustees have delegated proxy voting responsibility to the Fund’s investment adviser and adopted the investment adviser’s proxy voting policies and procedures (the “Policies”) which are described below. The trustees will review the Policies annually. In the event that a conflict of interest arises between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board, or any committee, sub-committee or group of independent trustees identified by the Board, which will instruct the investment adviser on the appropriate course of action. If the Board Members are unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund, the investment adviser may vote such proxy, provided that it discloses the existence of the material conflict to the Chairperson of the Fund’s Board as soon as practicable and to the Board at its next meeting.

The Policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders. An independent proxy voting service (“Agent”), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The investment adviser will generally vote proxies through the Agent. The Agent is required to vote all proxies in accordance with customized proxy voting guidelines (the “Guidelines”) and/or refer them back to the investment adviser pursuant to the Policies.

The Agent is required to establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest. The Guidelines include voting guidelines for matters relating to, among other things, the election of directors, approval of independent auditors, executive compensation, corporate structure and anti-takeover defenses. The investment adviser may cause the Fund to abstain from voting from time to time where it determines that the costs associated with voting a proxy outweigh the benefits derived from exercising the right to vote or it is unable to access or access timely ballots or other proxy information, among other stated reasons. The Agent will refer Fund proxies to the investment adviser for instructions under circumstances where, among others: (1) the application of the Guidelines is unclear; (2) a particular proxy question is not covered by the Guidelines; or (3) the Guidelines require input from the investment adviser. When a proxy voting issue has been referred to the investment adviser, the analyst (or portfolio manager if applicable) covering the company subject to the proxy proposal determines the final vote (or decision not to vote) and the investment adviser’s Proxy Administrator (described below) instructs the Agent to vote accordingly for securities held by the Fund. Where more than one analyst covers a particular company and the recommendations of such analysts voting a proposal conflict, the investment adviser’s Global Proxy Group (described below) will review such recommendations and any other available information related to the proposal and determine the manner in which it should be voted, which may result in different recommendations for the Fund that may differ from other clients of the investment adviser.

The investment adviser has appointed a Proxy Administrator to assist in the coordination of the voting of client proxies (including the Fund’s) in accordance with the Guidelines and the Policies. The investment adviser and its affiliates have also established a Global Proxy Group. The Global Proxy Group develops the investment adviser’s positions on all major corporate issues, creates the Guidelines and oversees the proxy voting process. The Proxy Administrator maintains a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter. Before instructing the Agent to vote contrary to the Guidelines or the recommendation of the Agent, the Proxy Administrator will provide the Global Proxy Group with the Agent’s recommendation for the proposal along with any other relevant materials, including the basis for the analyst’s recommendation. The Proxy Administrator will then instruct the Agent to vote the proxy in the manner determined by the Global Proxy Group. A similar process will be followed if the Agent has a conflict of interest with respect to a proxy. The investment adviser will report to the Fund’s Board any votes cast contrary to the Guidelines or Agent recommendations, as applicable, no less than annually.

The investment adviser’s Global Proxy Group is responsible for monitoring and resolving possible material conflicts with respect to proxy voting. Because the Guidelines are predetermined and designed to be in the best interests of shareholders, application of the Guidelines to vote client proxies should, in most cases, adequately address any possible conflict of interest. The investment adviser will monitor situations that may result in a conflict of interest between any of its clients and the investment adviser or any of its affiliates by maintaining a list of significant existing and prospective corporate clients. The Proxy Administrator will compare such list with the names of companies of which he or she has been referred a proxy statement (the “Proxy Companies”). If a company on the list is also a Proxy Company, the Proxy Administrator will report that fact to the Global Proxy Group. If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group will first determine, in consultation with legal counsel if necessary, whether a material conflict exists. If it is determined that a material conflict exists, the investment adviser will seek instruction on how the proxy should be voted from the Fund’s Board, or any committee or subcommittee identified by the Board. If a matter is referred to the Global Proxy Group, the decision made and basis for the decision will be documented by the Proxy Administrator and/or Global Proxy Group.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.

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

Eaton Vance Management (“EVM” or “Eaton Vance”) is the investment adviser of the Fund. Craig R. Brandon is responsible for the overall and day-to-day management of the Fund’s investments. Mr. Brandon is a Vice President of EVM, has been a portfolio manager of the Fund since July 2015, is Co-Director of the Municipal Investments Group, and has managed other Eaton Vance portfolios for more than five years. This information is provided as of the date of filing this report.

The following table shows, as of the Fund’s most recent fiscal year end, the number of accounts the portfolio manager managed in each of the listed categories and the total assets (in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.


	Number of All Accounts		Total Assets of All Accounts		Number of Accounts Paying a Performance Fee		Total Assets of Accounts Paying a Performance Fee
Registered Investment Companies		15	$	6,867.1		0	$	0
Other Pooled Investment Vehicles		1	$	19.5		0	$	0
Other Accounts		2	$	123.7		0	$	0

The following table shows the dollar range of Fund shares beneficially owned by the portfolio manager as of the Fund’s most recent fiscal year end.


Portfolio Manager		Dollar Range of Equity Securities Beneficially Owned in the Fund
Craig R. Brandon		$100,001 - $500,000

Potential for Conflicts of Interest. It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and the investments of other accounts for which a portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, the portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he believes is equitable to all interested persons. EVM has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocations, cross trades and best execution.

Compensation Structure for EVM

Compensation of EVM’s portfolio managers and other investment professionals has the following primary components: (1) a base salary, (2) an annual cash bonus, (3) annual non-cash compensation consisting of options to purchase shares of Eaton Vance Corp. (“EVC”) common stock and/or restricted shares of EVC nonvoting common stock that generally are subject to a vesting schedule and (4) (for equity portfolio managers) a Deferred Alpha Incentive Plan, which pays a deferred cash award tied to future excess returns in certain equity strategy portfolios. EVM’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to EVM’s employees. Compensation of EVM’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Compensation. EVM compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to Sharpe ratio, which uses standard deviation and excess return to determine reward per unit of risk. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by EVM’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance. Pursuant to the Deferred Alpha Incentive Plan, a portion of the compensation payable to equity portfolio managers and investment professionals will be determined based on the ability of one or more accounts managed by such manager, that are not advised by Calvert Management and Research to achieve a specified target average annual gross return over a three year period in excess of the account benchmark. The cash award to be payable at the end of the three year term will be established at the inception of the term and will be adjusted positively or negatively to the extent that the average annual gross return varies from the specified target return.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

EVM seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. EVM participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of EVM and its parent company. The overall annual cash bonus pool is generally based on a substantially fixed percentage of pre-bonus adjusted operating income. While the salaries of EVM’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

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: March 24, 2020

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: March 24, 2020


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

Date: March 24, 2020