Eaton Vance Municipal 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, 2018

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders


LOGO

 

 

Eaton Vance

Municipal Income 2028 Term Trust (ETX)

Annual Report

January 31, 2018

 

 

 

 

LOGO


 

 

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

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


Annual Report January 31, 2018

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

     18  

Federal Tax Information

     19  

Annual Meeting of Shareholders

     20  

Dividend Reinvestment Plan

     21  

Management and Organization

     23  

Important Notices

     26  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

The 12-month period that began on February 1, 2017 was characterized by a significant flattening of the municipal bond yield curve and a rally in longer-term bonds that lasted for most of the period.

Long-term interest rates were relatively stable in the opening month of the period, but then drifted downward from March through July 2017 — despite the Federal Reserve Board rate hikes in March and June 2017 that put upward pressure on short-term rates. Mixed U.S. economic data, including anemic inflation, put downward pressure on long-term rates that would increase as the period wore on. In August and early September 2017, increasing geopolitical tension between the U.S. and North Korea led to a “flight to quality” that drove investors toward the perceived safety of U.S. Treasurys. As a result, long-term rates declined further as Treasury prices rallied, and through October 2017, the municipal market rallied along with Treasurys.

In November and December 2017, however, the municipal market experienced considerable volatility after the GOP-controlled House and Senate released and then passed new tax legislation. The most significant change to the municipal market was the elimination of an issuer’s ability to refinance debt prior to its call date through the issuance of advanced refunding bonds — which accounted for just under 20% of new issuance over the past 10 years. As a result, December 2017 witnessed the largest-ever one-month issuance of new municipal debt, as issuers rushed to beat the December 31, 2017 deadline for issuing advanced refunding bonds. Demand, however, outweighed supply as investors sold short-maturity bonds to buy longer maturities in anticipation of significantly lower supply going forward. The net result was rising prices on longer-term debt that drove more dramatic flattening of the yield curve in December 2017.

As the period came to a close, bond prices reversed direction. In January 2018, signs of increasing inflation, higher wage growth, and fears that the new tax legislation might overheat the economy pushed interest rates up and caused longer-term bond prices to decline.

For the 12-month period ended January 31, 2018, the Bloomberg Barclays Municipal Bond Index,2 a broad measure of the asset class, returned 3.52%. For the period as a whole, the municipal bond yield curve flattened significantly. Rates rose for AAA-rated7 bonds with maturities of one-to-11 years and declined for issues with maturities of 12-to-30 years. On a price basis, longer maturities in general outperformed

shorter maturities, and lower-rated bonds generally outperformed higher-rated issues. Across the curve, municipal bonds outperformed comparable U.S. Treasurys.

Fund Performance

For the 12-month period ended January 31, 2018, Eaton Vance Municipal Income 2028 Term Trust (the Fund) shares at net asset value (NAV) had a total return of 6.69%, outperforming the 3.45% return of the Fund’s primary benchmark, the Bloomberg Barclays 10 Year Municipal Bond Index (the Index).

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 of such transactions 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 helped Fund performance relative to the unleveraged Index.

Additional contributors to Fund performance versus the Index during the period included security selection in Illinois bonds and an overweight in zero-coupon bonds, which were the best performing coupon structure in the Index during the period.

In contrast, detractors from Fund performance relative to the Index included an overweight in prerefunded, or escrowed, bonds, which were the worst performing sector in the Index during the period, and an overweight in insured Puerto Rico bonds. The Fund’s insured Puerto Rico holdings were insured by various municipal bond insurers. It should be noted that most uninsured bonds issued by the Commonwealth of Puerto Rico and its various conduit issuers were no longer included in the Index. As Puerto Rico continued to deal with an ongoing fiscal crisis, bonds issued by its various legal entities were impacted by a number of factors throughout the period, including monetary default. As the period ended, Puerto Rico continued to negotiate with creditors and address its current debt structure under the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) passed by the U.S. Congress.

 

See Endnotes and Additional Disclosures in this report.

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

 

  2  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Performance2,3

 

Portfolio Manager Craig R. Brandon, CFA

 

% Average Annual Total Returns    Inception Date      One Year      Five Years      Since
Inception
 

Fund at NAV

     03/28/2013        6.69             6.12

Fund at Market Price

            4.88               5.30  

Bloomberg Barclays 10 Year Municipal Bond Index

            3.45      2.77      2.82

Bloomberg Barclays 15 Year Municipal Bond Index

            4.51        3.37        3.57  
           
% Premium/Discount to NAV4                                
              –3.67
           
Distributions5                                

Total Distributions per share for the period

            $ 0.851  

Distribution Rate at NAV

              4.16

Taxable-Equivalent Distribution Rate at NAV

              7.03

Distribution Rate at Market Price

              4.32

Taxable-Equivalent Distribution Rate at Market Price

              7.30
           
% Total Leverage6                                

Residual Interest Bond (RIB) Financing

              37.13

Fund Profile

 

Credit Quality (% of total investments)7,8

 

 

 

LOGO

 

 

 

See Endnotes and Additional Disclosures in this report.

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

 

  3  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Endnotes and Additional Disclosures

 

 

1

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.

 

 

2 

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. Bloomberg Barclays 15 Year Municipal Bond Index is an unmanaged index of municipal bonds traded in the U.S. with maturities ranging from 12-17 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 from their net asset value. The discount or premium of the Fund may vary over time and may be higher or lower than what is quoted in this report. For up-to-date premium/discount information, please refer to http://eatonvance.com/closedend.

 

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, S&P or 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” 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.

 

   Fund profile subject to change due to active management.

Important Notice to Shareholders

Effective February 1, 2017, the Fund changed its primary benchmark to the Bloomberg Barclays 10 Year Municipal Bond Index because the investment adviser believes it is more closely aligned with the Fund’s investment objective and strategies.

 

 

  4  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Portfolio of Investments

 

 

Tax-Exempt Municipal Securities — 153.9%  
   
Security   Principal
Amount
(000’s omitted)
    Value  

Bond Bank — 1.2%

 

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

  $ 2,280     $ 2,554,922  
                 
    $ 2,554,922  
                 

Education — 8.7%

 

Portland Community College District, OR, 3.25%, 6/15/32(1)

  $ 10,250     $ 10,300,020  

Rutgers State University, NJ, 4.00%, 5/1/30(1)

    8,425       9,021,153  
                 
    $ 19,321,173  
                 

Electric Utilities — 5.4%

 

Hawaii Department of Budget and Finance, (Hawaiian Electric Co.), (AMT), 3.10%, 5/1/26

  $ 820     $ 833,743  

Salt River Agricultural Improvement and Power District, AZ, 5.00%, 12/1/30(1)

    10,000       11,238,300  
                 
    $ 12,072,043  
                 

Escrowed / Prerefunded — 4.1%

 

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28(1)

  $ 2,415     $ 2,762,688  

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28(1)

    5,400       6,164,208  

Hawaii, Prerefunded to 11/1/22, 5.00%, 11/1/28(1)

    185       211,181  
                 
    $ 9,138,077  
                 

General Obligations — 33.1%

 

Clackamas Community College District, OR, 0.00%, 6/15/28

  $ 1,830     $ 1,291,797  

Clackamas Community College District, OR, 0.00%, 6/15/29

    1,000       672,770  

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

    1,000       695,690  

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

    2,395       1,563,552  

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

    2,575       1,589,599  

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

    800       493,056  

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

    955       559,124  

Illinois, 5.00%, 11/1/29

    1,500       1,600,020  

Illinois, 5.00%, 5/1/33

    3,200       3,332,032  

Leander Independent School District, TX, (PSF Guaranteed), 0.00%, 8/15/31

    5,000       3,018,350  

Ocean City, NJ, 1.00%, 11/15/28

    565       466,645  

Pennsylvania, 4.00%, 4/1/29(1)

    10,000       10,553,200  

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

    1,500       985,815  
Security   Principal
Amount
(000’s omitted)
    Value  

General Obligations (continued)

 

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

  $ 1,250     $ 779,125  

San Bernardino Community College District, CA, 4.00%, 8/1/30(1)

    10,000       10,691,700  

Springfield School District No. 19, Lane County, OR, 0.00%, 6/15/32

    4,395       2,688,421  

Tempe Union High School District No. 213, AZ, 4.00%, 7/1/29(1)

    4,200       4,434,150  

Tempe Union High School District No. 213, AZ, 4.00%, 7/1/30(1)

    4,350       4,561,366  

Texas, (Texas Transportation Commission), 4.00%, 10/1/31(1)

    10,000       10,709,900  

University City School District, MO, 0.00%, 2/15/33

    2,850       1,729,409  

Washington, 4.00%, 7/1/29(1)

    10,000       10,855,300  
                 
    $ 73,271,021  
                 

Hospital — 16.3%

 

California Health Facilities Financing Authority, (Providence Health & Services), 4.00%, 10/1/28(1)

  $ 10,000     $ 10,768,900  

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

    2,500       2,714,225  

Illinois Finance Authority, (Presence Health Network), 5.00%, 2/15/29

    2,635       2,993,544  

New Jersey Health Care Facilities Financing Authority, (Hackensack Meridian Health Obligated Group), 4.00%, 7/1/34

    85       88,451  

New Jersey Health Care Facilities Financing Authority, (Princeton HealthCare System), 5.00%, 7/1/28

    1,000       1,159,780  

New York Dormitory Authority, (Orange Regional Medical Center), 5.00%, 12/1/29(2)

    450       494,510  

New York Dormitory Authority, (Orange Regional Medical Center), 5.00%, 12/1/30(2)

    1,000       1,094,850  

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

    985       1,087,341  

Tallahassee, FL, (Tallahassee Memorial HealthCare, Inc.), 5.00%, 12/1/28

    650       727,578  

Tarrant County Cultural Education Facilities Finance Corp., TX, (Baylor Health Care System), 4.00%, 11/15/32(1)

    10,000       10,410,600  

Ward County, ND, (Trinity Obligated Group), 5.00%, 6/1/28

    2,650       3,001,814  

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

    1,500       1,647,015  
                 
    $ 36,188,608  
                 

Housing — 6.8%

 

Pennsylvania Housing Finance Agency, SFMR, (AMT), 3.90%, 10/1/28(1)

  $ 3,310     $ 3,380,702  

Pennsylvania Housing Finance Agency, SFMR, (AMT), 4.20%, 10/1/33(1)

    1,405       1,464,136  
 

 

  5   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Portfolio of Investments — continued

 

 

Security   Principal
Amount
(000’s omitted)
    Value  

Housing (continued)

 

Virginia Housing Development Authority, 3.625%, 1/1/31(1)

  $ 10,000     $ 10,169,400  
                 
    $ 15,014,238  
                 

Industrial Development Revenue — 6.6%

 

Louisiana Public Facilities Authority, (Cleco Power LLC), 4.25%, 12/1/38

  $ 2,395     $ 2,476,837  

Massachusetts Development Finance Agency, (Covanta Energy), (AMT), 4.875%, 11/1/27(2)

    2,500       2,502,200  

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

    540       567,788  

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

    3,000       3,154,380  

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

    500       568,650  

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

    855       972,392  

Ohio Air Quality Development Authority, (Pratt Paper, LLC), (AMT), 3.75%, 1/15/28(2)

    1,200       1,207,932  

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

    3,000       3,084,660  
                 
    $ 14,534,839  
                 

Insured – Electric Utilities — 3.1%

 

Puerto Rico Electric Power Authority, (AGM), 1.655%, (67% of 3 mo. USD LIBOR + 0.52%), 7/1/29(3)

  $ 2,000     $ 1,720,000  

Puerto Rico Electric Power Authority, (NPFG), 5.25%, 7/1/29

    500       478,615  

Puerto Rico Electric Power Authority, (NPFG), 5.25%, 7/1/30

    5,000       4,751,500  
                 
    $ 6,950,115  
                 

Insured – General Obligations — 3.0%

 

Grossmont Union High School District, CA, (Election of 2008), (AGM), 0.00%, 8/1/29

  $ 4,000     $ 2,650,160  

Luzerne County, PA, (AGM), 5.00%, 11/15/29

    2,000       2,261,000  

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

    1,230       1,274,871  

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

    500       501,370  
                 
    $ 6,687,401  
                 

Insured – Industrial Development Revenue — 1.9%

 

Massachusetts Port Authority, (Delta Airlines, Inc.), (AMBAC), (AMT), 5.00%, 1/1/27

  $ 4,200     $ 4,269,300  
                 
    $ 4,269,300  
                 
Security   Principal
Amount
(000’s omitted)
    Value  

Insured – Special Tax Revenue — 1.5%

 

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

  $ 1,475     $ 1,370,939  

Puerto Rico Infrastructure Financing Authority, (AMBAC), 0.00%, 7/1/35

    1,115       391,621  

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

    1,480       1,470,883  
                 
    $ 3,233,443  
                 

Insured – Transportation — 4.8%

 

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

  $ 795     $ 720,262  

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

    1,340       1,504,270  

New Jersey Transportation Trust Fund Authority, (Transportation System), (AMBAC), 0.00%, 12/15/28

    9,095       5,801,155  

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

    1,000       1,124,210  

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

    1,625       1,468,139  
                 
    $ 10,618,036  
                 

Insured – Water and Sewer — 2.5%

 

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/27

  $ 875     $ 593,556  

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

    1,225       724,416  

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

    1,045       575,210  

Jefferson County, AL, Sewer Revenue, (AGM), 0.00%, 10/1/33

    5,870       2,635,571  

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

    1,000       1,003,890  
                 
    $ 5,532,643  
                 

Lease Revenue / Certificates of Participation — 0.5%

 

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

  $ 1,000     $ 1,045,550  
                 
    $ 1,045,550  
                 

Other Revenue — 6.5%

 

Austin Convention Enterprises, Inc., TX, (Convention Center Hotel), 5.00%, 1/1/28

  $ 750     $ 883,883  

Oregon Department of Administrative Services, Lottery Revenue, 4.00%, 1/1/29(1)

    10,000       10,627,400  

Salt Verde Financial Corp., AZ, Senior Gas Revenue, 5.00%, 12/1/32

    2,460       2,902,775  
                 
    $ 14,414,058  
                 
 

 

  6   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Portfolio of Investments — continued

 

 

Security   Principal
Amount
(000’s omitted)
    Value  

Senior Living / Life Care — 10.0%

 

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

  $ 1,360     $ 1,541,506  

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

    250       284,630  

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

    140       155,102  

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

    2,750       2,900,810  

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

    500       553,775  

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

    600       667,140  

Lorain County Port Authority, OH, (Kendal at Oberlin), 5.00%, 11/15/30

    1,250       1,376,950  

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

    1,500       1,589,670  

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

    1,145       1,248,462  

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

    765       783,697  

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

    910       928,637  

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

    1,060       1,232,420  

Public Finance Authority, WI, (Church Home of Hartford, Inc.), 5.00%, 9/1/25(2)

    1,200       1,309,728  

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

    1,100       1,240,844  

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

    405       454,973  

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

    1,000       1,103,420  

Tempe Industrial Development Authority, AZ, (Mirabella at ASU), 5.50%, 10/1/27(2)

    900       910,611  

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

    345       399,620  

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

    500       553,375  

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

    750       824,490  

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

    1,200       1,334,292  

Washington Housing Finance Commission, (Horizon House), 5.00%, 1/1/28(2)

    750       847,477  
                 
    $ 22,241,629  
                 

Special Tax Revenue — 17.0%

 

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

  $ 1,435     $ 1,464,504  

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

    895       947,205  
Security   Principal
Amount
(000’s omitted)
    Value  

Special Tax Revenue (continued)

 

New York Dormitory Authority, Sales Tax Revenue, 4.00%, 3/15/30(1)

  $ 10,000     $ 10,696,500  

New York State Urban Development Corp., Personal Income Tax Revenue, 5.00%, 3/15/30(1)

    12,000       13,891,320  

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

    2,000       2,165,200  

Scottsdale Municipal Property Corp., AZ, Excise Tax Revenue, 4.00%, 7/1/31(1)

    5,680       6,109,692  

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

    2,120       2,274,527  
                 
    $ 37,548,948  
                 

Student Loan — 3.3%

 

Massachusetts Educational Financing Authority, (AMT), 4.125%, 1/1/29

  $ 955     $ 987,193  

Massachusetts Educational Financing Authority, (AMT), 5.00%, 1/1/27

    3,000       3,336,420  

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

    1,500       1,543,095  

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

    1,310       1,353,466  
                 
    $ 7,220,174  
                 

Transportation — 11.0%

 

Chicago, IL, (O’Hare International Airport), 5.00%, 1/1/28

  $ 1,500     $ 1,747,800  

Foothill/Eastern Transportation Corridor Agency, CA, 5.90%, (0.00% until 1/15/24), 1/15/27

    2,000       1,711,840  

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

    800       743,288  

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

    1,500       1,391,160  

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

    2,000       1,862,860  

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

    1,470       1,616,030  

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

    1,240       743,491  

Mid-Bay Bridge Authority, FL, 5.00%, 10/1/29

    2,575       2,957,465  

Port Authority of New York and New Jersey, (AMT), 4.00%, 7/15/36(1)

    10,000       10,285,000  

Triborough Bridge and Tunnel Authority, NY, 0.00%, 11/15/31

    2,135       1,350,473  
                 
    $ 24,409,407  
                 

Water and Sewer — 6.6%

 

Detroit, MI, Water Supply System, 5.25%, 7/1/27

  $ 1,000     $ 1,092,520  

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

    5,000       5,591,750  
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Portfolio of Investments — continued

 

 

Security   Principal
Amount
(000’s omitted)
    Value  

Water and Sewer (continued)

 

Northeast Ohio Regional Sewer District, 4.00%, 11/15/33(1)

  $ 7,500     $ 7,830,225  
                 
    $ 14,514,495  
                 

Total Tax-Exempt Municipal Securities — 153.9%
(identified cost $324,760,790)

 

  $ 340,780,120  
                 
Taxable Municipal Securities — 4.3%  
   
Security   Principal
Amount
(000’s omitted)
    Value  

General Obligations — 3.0%

 

Atlantic City, NJ, 7.00%, 3/1/28

  $ 3,115     $ 3,632,277  

Chicago, IL, 7.375%, 1/1/33

    1,000       1,140,060  

Chicago, IL, 7.781%, 1/1/35

    1,675       1,961,190  
                 
    $ 6,733,527  
                 

Insured – Transportation — 1.3%

 

Alameda Corridor Transportation Authority, CA, (AMBAC), 0.00%, 10/1/31

  $ 5,805     $ 2,897,276  
                 
    $ 2,897,276  
                 

Total Taxable Municipal Securities — 4.3%
(identified cost $8,101,813)

 

  $ 9,630,803  
                 

Total Investments — 158.2%
(identified cost $332,862,603)

 

  $ 350,410,923  
                 

Other Assets, Less Liabilities — (58.2)%

 

  $ (128,934,801
                 

Net Assets — 100.0%

 

  $ 221,476,122  
                 

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

At January 31, 2018, 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      11.2%  
Texas      10.5%  
Arizona      10.3%  
California      10.3%  
Others, representing less than 10% individually      57.7%  

The Trust invests primarily in debt securities issued by municipalities. The ability of the issuers of the debt securities to meet their obligations may be affected by economic developments in a specific industry or municipality. In order to reduce the risk associated with such economic developments, at

January 31, 2018, 11.5% 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 5.0% of total investments.

 

(1) 

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

 

(2) 

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, 2018, the aggregate value of these securities is $8,367,308 or 3.8% of the Trust’s net assets.

 

(3) 

Floating rate security. The stated interest rate represents the rate in effect at January 31, 2018.

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.
LIBOR     London Interbank Offered Rate
NPFG     National Public Finance Guaranty Corp.
PSF     Permanent School Fund
SFMR     Single Family Mortgage Revenue

Currency Abbreviations:

 

USD     United States Dollar
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Statement of Assets and Liabilities

 

 

Assets   January 31, 2018  

Investments, at value (identified cost, $332,862,603)

  $ 350,410,923  

Cash

    201,503  

Interest receivable

    2,734,705  

Total assets

  $ 353,347,131  
Liabilities  

Payable for floating rate notes issued

  $ 130,981,084  

Payable to affiliate:

 

Investment adviser fee

    181,202  

Interest expense and fees payable

    577,399  

Accrued expenses

    131,324  

Total liabilities

  $ 131,871,009  

Net Assets

  $ 221,476,122  
Sources of Net Assets  

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

  $ 108,338  

Additional paid-in capital

    206,763,791  

Accumulated undistributed net investment income

    2,379,973  

Accumulated net realized loss

    (5,324,300

Net unrealized appreciation

    17,548,320  

Net Assets

  $ 221,476,122  
Common Shares Outstanding     10,833,849  
Net Asset Value  

Net assets ÷ common shares issued and outstanding

  $ 20.44  

 

  9   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Statement of Operations

 

 

Investment Income   Year Ended
January 31, 2018
 

Interest

  $ 13,386,357  

Dividends

    22,520  

Total investment income

  $ 13,408,877  
Expenses        

Investment adviser fee

  $ 2,133,732  

Trustees’ fees and expenses

    17,633  

Custodian fee

    87,339  

Transfer and dividend disbursing agent fees

    18,410  

Legal and accounting services

    59,537  

Printing and postage

    27,838  

Interest expense and fees

    2,042,243  

Miscellaneous

    43,778  

Total expenses

  $ 4,430,510  

Net investment income

  $ 8,978,367  
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ (72,445

Net realized loss

  $ (72,445

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 5,314,423  

Net change in unrealized appreciation (depreciation)

  $ 5,314,423  

Net realized and unrealized gain

  $ 5,241,978  

Net increase in net assets from operations

  $ 14,220,345  

 

  10   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Statements of Changes in Net Assets

 

 

    Year Ended January 31,  
Increase (Decrease) in Net Assets   2018     2017  

From operations —

   

Net investment income

  $ 8,978,367     $ 9,426,488  

Net realized gain (loss)

    (72,445     1,184,907  

Net change in unrealized appreciation (depreciation)

    5,314,423       (12,035,936

Net increase (decrease) in net assets from operations

  $ 14,220,345     $ (1,424,541

Distributions to shareholders —

   

From net investment income

  $ (9,217,161   $ (9,209,070

Total distributions to shareholders

  $ (9,217,161   $ (9,209,070

Capital share transactions —

   

Reinvestment of distributions to shareholders

  $ 26,557     $  

Net increase in net assets from capital share transactions

  $ 26,557     $  

Net increase (decrease) in net assets

  $ 5,029,741     $ (10,633,611
Net Assets  

At beginning of year

  $ 216,446,381     $ 227,079,992  

At end of year

  $ 221,476,122     $ 216,446,381  
Accumulated undistributed net investment income
included in net assets
 

At end of year

  $ 2,379,973     $ 2,806,128  

 

  11   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Statement of Cash Flows

 

 

Cash Flows From Operating Activities  

Year Ended

January 31, 2018

 

Net increase in net assets from operations

  $ 14,220,345  

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

 

Investments purchased

    (26,572,822

Investments sold

    27,457,485  

Net amortization/accretion of premium (discount)

    (768,846

Increase in interest receivable

    (11,833

Increase in payable to affiliate for investment adviser fee

    3,305  

Increase in interest expense and fees payable

    146,826  

Increase in accrued expenses

    35,739  

Net change in unrealized (appreciation) depreciation from investments

    (5,314,423

Net realized loss from investments

    72,445  

Net cash provided by operating activities

  $ 9,268,221  
Cash Flows From Financing Activities        

Distributions paid, net of reinvestments

  $ (9,190,604

Repayment of secured borrowings

    (1,145,000

Net cash used in financing activities

  $ (10,335,604

Net decrease in cash

  $ (1,067,383

Cash at beginning of year

  $ 1,268,886  

Cash at end of year

  $ 201,503  
Supplemental disclosure of cash flow information:        

Noncash financing activities not included herein consist of:

 

Reinvestment of dividends and distributions

  $ 26,557  

Cash paid for interest and fees

  $ 1,895,417  

 

  12   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Financial Highlights

 

 

    Year Ended January 31,    

Period Ended

January 31, 2014(1)

 
    2018     2017     2016     2015    

Net asset value — Beginning of period

  $ 19.980     $ 20.960     $ 20.650     $ 17.000     $ 19.100 (2) 
Income (Loss) From Operations                                        

Net investment income(3)

  $ 0.829     $ 0.870     $ 0.936     $ 0.917     $ 0.716  

Net realized and unrealized gain (loss)

    0.482       (1.000     0.224       3.546       (2.188

Total income (loss) from operations

  $ 1.311     $ (0.130   $ 1.160     $ 4.463     $ (1.472
Less Distributions                                        

From net investment income

  $ (0.851   $ (0.850   $ (0.850   $ (0.850   $ (0.567

Total distributions

  $ (0.851   $ (0.850   $ (0.850   $ (0.850   $ (0.567

Offering costs charged to paid-in capital(3)

  $     $     $     $     $ (0.040

Discount related to exercise of underwriters’ over-allotment option(3)

  $     $     $     $     $ (0.021

Anti-dilutive effect of share repurchase program (see Note 5)(3)

  $     $     $     $ 0.037     $  

Net asset value — End of period

  $ 20.440     $ 19.980     $ 20.960     $ 20.650     $ 17.000  

Market Value — End of period

  $ 19.690     $ 19.580     $ 18.970     $ 18.320     $ 15.900  

Total Investment Return on Net Asset Value(4)

    6.69     (0.58 )%      6.48     27.68     (7.52 )%(5)(6) 

Total Investment Return on Market Value(4)

    4.88     7.65     8.62     21.11     (13.50 )%(5)(6) 
Ratios/Supplemental Data                                        

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

  $ 221,476     $ 216,446     $ 227,080     $ 223,730     $ 187,594  

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

         

Expenses excluding interest and fees(7)

    1.07     1.06     1.09     1.09     1.19 %(8) 

Interest and fee expense(9)

    0.91     0.67     0.39     0.37     0.43 %(8) 

Total expenses(7)

    1.98     1.73     1.48     1.46     1.62 %(8) 

Net investment income

    4.01     4.10     4.73     4.84     5.02 %(8) 

Portfolio Turnover

    8     14     19     43     58 %(5) 

 

(1) 

For the period from the start of business, March 28, 2013, to January 31, 2014.

 

(2) 

Net asset value at beginning of period reflects the deduction of the sales charge of $0.90 per share paid by the shareholders from the $20.00 offering price.

 

(3) 

Computed using average shares outstanding.

 

(4) 

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.

 

(5) 

Not annualized.

 

(6) 

Total investment return on net asset value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the net asset value on the last day of the period reported with all distributions reinvested. Total investment return on market value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the current market price on the last day of the period reported with all distributions reinvested.

 

(7) 

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.

 

(8) 

Annualized.

 

(9) 

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

 

  13   See Notes to Financial Statements.


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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 asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less for which a valuation from a third party pricing service is not readily available may be valued at amortized cost, which approximates fair value.

Institutional MuniFund Term Preferred Shares. Institutional MuniFund Term Preferred Shares are valued in the same manner as debt obligations described above.

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 fairly reflects the security’s value, or 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 companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions 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. Dividends on Institutional MuniFund Term Preferred Shares are accrued daily based on rates that reset weekly.

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 and dividend 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, 2018, 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 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.

 

  14  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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, 2018. 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, 2018, the amount of the Trust’s Floating Rate Notes outstanding and the related collateral were $130,981,084 and $191,576,768, respectively. The range of interest rates on the Floating Rate Notes outstanding at January 31, 2018 was 1.17% to 1.26%. For the year ended January 31, 2018, the Trust’s average Floating Rate Notes outstanding and the average interest rate including fees were $131,482,822 and 1.55%, 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, 2018.

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.

Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities’ investments in, and relationships with, covered funds (such as SPVs), as defined in the rules. The compliance date for the Volcker Rule for certain covered funds was July 21, 2015 while for other covered funds the compliance date was July 21, 2017, as announced on July 7, 2016. The Volcker Rule precludes banking entities and their affiliates from (i) sponsoring residual interest bond programs and (ii) continuing relationships with or services for existing residual interest bond programs. All residual interest bonds held by the Trust during the year ended January 31, 2018 were Volcker Rule compliant. The effects of the Volcker Rule may make it more difficult for the Trust to maintain current or desired levels of leverage and may cause the Trust to incur additional expenses to maintain its leverage.

H  When-Issued Securities and Delayed Delivery Transactions — The Trust may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Trust maintains cash and/or security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

I  Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Trust is the amount included in the Trust’s Statement of Assets and Liabilities and represents the unrestricted cash on hand at its custodian and does not include any short-term investments.

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

 

  15  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Notes to Financial Statements — continued

 

 

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, 2018 and January 31, 2017 was as follows:

 

    Year Ended January 31,  
     2018      2017  

Distributions declared from:

    

Tax-exempt income

  $ 8,753,051      $ 8,753,650  

Ordinary income

  $ 464,110      $ 455,420  

During the year ended January 31, 2018, accumulated net realized loss was decreased by $187,361 and accumulated undistributed net investment income was decreased by $187,361 due to differences between book and tax accounting, primarily for premium amortization and accretion of market discount. These reclassifications had no effect on the net assets or net asset value per share of the Trust.

As of January 31, 2018, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed tax-exempt income

  $ 2,379,973  

Deferred capital losses

  $ (5,793,444

Net unrealized appreciation

  $ 18,017,464  

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to premium amortization, accretion of market discount and residual interest bonds.

At January 31, 2018, the Trust, for federal income tax purposes, had deferred capital losses of $5,793,444 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, 2018, $5,725,195 are short-term and $68,249 are long-term.

The cost and unrealized appreciation (depreciation) of investments of the Trust at January 31, 2018, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 201,412,375  

Gross unrealized appreciation

  $ 18,101,483  

Gross unrealized depreciation

    (84,019

Net unrealized appreciation

  $ 18,017,464  

3  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Trust. The fee is computed at an annual rate of 0.60% of the Trust’s average daily total managed assets and is payable monthly. Average daily total managed assets include the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust. Average daily total managed assets are calculated by adding to net assets the amount payable by the Trust to floating rate note holders. For the year ended January 31, 2018, the investment adviser fee was $2,133,732. 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, 2018, no significant amounts have been deferred. Certain officers and Trustees of the Trust are officers of EVM.

 

  16  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Notes to Financial Statements — continued

 

 

4  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $26,572,822 and $27,457,485, respectively, for the year ended January 31, 2018.

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 year ended January 31, 2018 were 1,305. There were no common shares issued by the Trust for the year ended January 31, 2017.

On November 11, 2013, the Board of Trustees of the Trust authorized the repurchase by the Trust of up to 10% of its then currently outstanding common shares in open-market transactions at a discount to net asset value (NAV). The 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, 2018 and January 31, 2017.

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, 2018, 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

  $         —      $ 340,780,120      $         —      $ 340,780,120  

Taxable Municipal Securities

           9,630,803               9,630,803  

Total Investments

  $      $ 350,410,923      $      $ 350,410,923  

The Trust held no investments or other financial instruments as of January 31, 2017 whose fair value was determined using Level 3 inputs. At January 31, 2018, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

  17  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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, 2018, 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 periods presented 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, 2018, 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 periods presented, 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, 2018, 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 21, 2018

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

 

  18  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2019 will show the tax status of all distributions paid to your account in calendar year 2018. 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, 2018, the Trust designates 94.96% of distributions from net investment income as an exempt-interest dividend.

 

  19  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Annual Meeting of Shareholders (Unaudited)

 

 

The Trust held its Annual Meeting of Shareholders on November 16, 2017. The following action was taken by the shareholders:

Item 1:  The election of George J. Gorman, William H. Park, Susan J. Sutherland and Harriett Tee Taggart as Class II Trustees of the Fund for a three-year term expiring in 2020.

 

Nominee for Trustee

Elected by All Shareholders

  Number of Shares  
  For      Withheld  

George J. Gorman

    10,044,625        191,367  

William H. Park

    10,025,073        210,919  

Susan J. Sutherland

    10,054,829        181,163  

Harriett Tee Taggart

    10,016,913        219,079  

 

  20  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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.

 

  21  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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

 

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

 

 

Number of Employees

The Trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company and has no employees.

Number of Shareholders

As of January 31, 2018, Trust records indicate that there are 2 registered shareholders and approximately 5,794 shareholders owning the Trust shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive Trust reports directly, which contain important information about the Trust, please write or call:

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

1-800-262-1122

New York Stock Exchange symbol

The New York Stock Exchange symbol is ETX.

 

  22  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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 177 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. Each Trustee serves for a three year term. Each officer serves until his or her successor is elected.

 

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 2019.

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 177 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.(2) Director of EVC and Hexavest Inc. (investment management firm).

            

Noninterested Trustees

Mark R. Fetting

1954

  

Class III

Trustee

    

Until 2018.

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).

Directorships in the Last Five Years. None.

Cynthia E. Frost

1961

  

Class I

Trustee

    

Until 2019.

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).

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). 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 2018.

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).

Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

 

  23  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

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).

Directorships in the Last Five Years.(2) None.

Helen Frame Peters

1948

  

Class III

Trustee

    

Until 2018.

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).

Directorships in the Last Five Years.(2) None.

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).

Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

Harriett Tee Taggart

1948

  

Class II

Trustee

    

Until 2020.

Trustee since 2011.

    

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Ms. Taggart has apprised the Board of Trustees that she intends to retire as a Trustee of all Eaton Vance Funds in 2018.

Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009).

Scott E. Wennerholm

1959

  

Class I

Trustee

    

Until 2019.

Trustee since 2016.

    

Trustee at Wheelock College (postsecondary institution) (since 2012). 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).

Directorships in the Last Five Years. None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)
with the

Trust

    

Officer

Since(3)

    

Principal Occupation(s)

During Past Five Years

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 and officer of CRM.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR. Also Vice President and officer of CRM.

 

  24  


Eaton Vance

Municipal Income 2028 Term Trust

January 31, 2018

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)
with the

Trust

    

Officer

Since(3)

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

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)

During their respective tenures, the Trustees (except for Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); and eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).

(3)

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.

 

  25  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

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

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. American Stock Transfer & Trust Company, LLC (“AST”), the closed-end funds transfer agent, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct AST, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact AST or your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by AST or your financial advisor.

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

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

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 outstanding common shares as of the approved date 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”.

 

  26  


 

 

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Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

American Stock Transfer & Trust Company, LLC

6201 15th 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    1.31.18


Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. 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 has designated William H. Park, an independent trustee, as its audit committee financial expert. 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) (an independent registered public accounting firm).


Item 4. Principal Accountant Fees and Services

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

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

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

(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended January 31, 2017 and January 31, 2018 by 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

   1/31/17      1/31/18  

Audit Fees

   $ 50,500      $ 50,500  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 8,905      $ 9,039  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 59,405      $ 59,539  
  

 

 

    

 

 

 


(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, 2017 and January 31, 2018; 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

   1/31/17      1/31/18  

Registrant

   $ 8,905      $ 9,039  

Eaton Vance(1)

   $ 46,000      $ 148,018  

 

(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), Valerie A. Mosley, William H. Park 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 Trustees of the Trust 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 Fund’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. 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’s Special Committee except as contemplated under the Fund Policy. The Board’s Special Committee will instruct the investment adviser on the appropriate course of action.

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 and/or refer them back to the investment adviser pursuant to the Policies. It is generally the policy of the investment adviser to vote in accordance with the recommendation of the Agent. The Agent shall refer to the investment adviser proxies relating to mergers and restructurings, and the disposition of assets, termination, liquidation and mergers contained in mutual fund proxies. The investment adviser will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions, except in the case of closed-end management investment companies. The investment adviser generally supports management on social and environmental proposals. The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote or the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant.

In addition, the investment adviser will monitor situations that may result in a conflict of interest between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients. The investment adviser’s personnel responsible for reviewing and voting proxies on behalf of the Fund will report any proxy received or expected to be received from a company included on that list to the personnel of the investment adviser identified in the Policies. If such personnel expects to instruct the Agent to vote such proxies in a manner inconsistent with the guidelines of the Policies or the recommendation of the Agent, the personnel will consult with members of senior management of the investment adviser to determine if a material conflict of interests exists. If it is determined that a material conflict does exist, the investment adviser will seek instruction on how to vote from the Special Committee.

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 Trust. Craig R. Brandon is responsible for the overall and day-to-day management of the Trust’s investments. Mr. Brandon is a Vice President of EVM, has been a portfolio manager of the Trust 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 Trust’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

     19      $ 5,632.7        0      $ 0  

Other Pooled Investment Vehicles

     1      $ 65.2        0      $ 0  

Other Accounts

     2      $ 104.4        0      $ 0  

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

 

Portfolio Manager

   Dollar Range of Equity Securities
Beneficially Owned in the Trust

Craig R. Brandon

   $50,001 - $100,000

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 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 three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual non-cash compensation consisting of options to purchase shares of Eaton Vance Corp.’s (“EVC’s”) nonvoting common stock, restricted shares of EVC’s nonvoting common stock and 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, the Sharpe ratio (Sharpe ratio 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. 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 to achieve a specified target average annual gross return over a three year period in excess of the account benchmark. The cash bonus 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. 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.

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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

The Fund does not engage in securities lending.

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 27, 2018

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 27, 2018
By:  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President
Date:   March 27, 2018