Eaton Vance Municipal Income 2028 Term Trust : Proxy Statement

Eaton Vance Municipal Income 2028 Term Trust

Two International Place

Boston, Massachusetts 02110

September 24, 2021

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Eaton Vance Municipal Income 2028 Term Trust (the

"Fund"), which will be held at the principal office of the Fund, Two International Place, Boston, Massachusetts 02110, on Friday, November 12, 2021 at 11:30 a.m. (Eastern Time).

At this meeting you will be asked to consider the election of Trustees. The enclosed proxy statement contains additional information.

We hope that you will be able to attend the meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. I urge you to complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible to assure that your shares are represented at the meeting.

Sincerely,

Eric A. Stein

Eric A. Stein

President

YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, you are requested to complete, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote at the Annual Meeting.

Eaton Vance Municipal Income 2028 Term Trust

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on Friday, November 12, 2021: The Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Shareholder Report are available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.

The Annual Meeting of Shareholders of Eaton Vance Municipal Income 2028 Term Trust, a Massachusetts business trust (the

"Fund"), will be held at the principal office of the Fund, Two International Place, Boston, Massachusetts 02110, on Friday, November 12, 2021 at 11:30 a.m. (Eastern Time), for the following purposes:

1. To elect four Class III Trustees, Mark R. Fetting, Valerie A. Mosley, Helen Frame Peters and Keith Quinton, each to be elected by the shareholders of the Fund.
2. To consider and act upon any other matters that may properly come before the meeting and any adjourned or postponed session thereof.

Any such vote FOR or AGAINST the proposal will also authorize the persons named as proxies to vote accordingly FOR or AGAINST any such adjournment of the Annual Meeting of Shareholders.

The Board of Trustees of the Fund (the "Board") has fixed the close of business on September 1, 2021 as the record date for the determination of the shareholders of the Fund entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. As part of our effort to maintain a safe and healthy environment at our Annual Meeting, the Fund and the Board are closely monitoring developments with respect to the coronavirus pandemic (COVID-19) and the advice and guidance of public health officials. For that reason, the Board reserves the right to reconsider the date, time and/or means of convening the Annual Meeting. Subject to any restrictions imposed by applicable law, the Board may choose to conduct the meeting solely by means of remote communications, or may hold a "hybrid" meeting where some participants attend in person and others attend by means of remote communications. If the Board chooses to change the date, time and/or means of convening the Annual Meeting, the Fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the Securities and Exchange Commission as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.

By Order of the Board of Trustees

Kimberly M. Roessiger

Kimberly M. Roessiger

Secretary

September 24, 2021

Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of the Fund avoid the necessity and additional expense to the Fund of further solicitations by promptly returning the enclosed proxy. The enclosed addressed envelope requires no postage if mailed in the United States and is intended for your convenience.

Eaton Vance Municipal Income 2028 Term Trust

Two International Place

Boston, Massachusetts 02110

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Eaton Vance Municipal Income 2028 Term Trust (the "Fund"). The proxies will be voted at the Annual Meeting of Shareholders of the Fund and at any adjournments or postponements thereof. The meeting will be held on Friday, November 12, 2021 at 11:30 a.m. (Eastern Time) at the principal office of the Fund, Two International Place, Boston, Massachusetts 02110. The meeting will be held for the purposes set forth in the accompanying notice. This proxy material is being mailed to shareholders on or about September 24, 2021.

The Board of Trustees of the Fund (the "Board") has fixed the close of business on September 1, 2021 as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. As of September 1, 2021, there were 10,863,776 Common Shares of beneficial interest, $0.01 par value per share ("Common Shares"), of the Fund outstanding. See "Proxy Solicitation, Tabulation and Voting Requirements" below. Also as of September 1, 2021, to the Fund's knowledge, (i) no shareholder owned more than 5% of the outstanding shares of the Fund, and (ii) the Trustees and executive officers of the Fund, individually and as a group, beneficially owned less than 1% of the outstanding shares of the Fund.

Shareholders as of the close of business on the record date, who have voting power with respect to such shares, are entitled to attend and vote at the meeting. All properly executed proxies received prior to the meeting will be voted at the meeting. Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed proxy will authorize the persons named on the proxy card enclosed as proxies, or any of them, to vote FOR the election of each Trustee. An executed proxy delivered to the Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund's Secretary, by executing and delivering a later dated proxy, or by attending the meeting and voting the shares at the meeting. Merely attending the meeting will not revoke a previously executed proxy. If you hold Fund shares through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions after they have been provided.

If you are a record holder of Fund shares and plan to attend the meeting in person, you must show a valid photo identification (such as a driver's license) to gain admission to the meeting. Please call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the meeting. If you hold Fund shares through an intermediary and plan to attend and vote at the meeting, you will be required to show a valid photo identification and authority to vote your shares (referred to as a "legal proxy") to gain admission to the meeting. You must contact your intermediary to obtain a legal proxy for your shares.

The Board of Trustees of the Fund knows of no business other than that mentioned in Proposal 1 of the Notice of Annual Meeting of Shareholders that will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.

PROPOSAL 1. ELECTION OF TRUSTEES

The Fund's Agreement and Declaration of Trust provides that a majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen. The Board has fixed the number of Trustees at eleven. Under the terms of the Fund's Agreement and Declaration of Trust, the Board of Trustees is divided into three classes, each class having a term of three years to expire on the date of the third annual meeting following its election. Thus, this could delay for up to two years the replacement of a majority of the Board.

Proxies will be voted for the election of the following nominees:

1. four Class III Trustees, Mark R. Fetting, Valerie A. Mosley, Helen Frame Peters and Keith Quinton, each to be elected by the shareholders of the Fund.

The Board of Trustees recommends that shareholders vote FOR the election of the Trustee nominees of the Fund.

Each nominee is currently serving as a Trustee of the Fund and has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board of Trustees may recommend. Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement.

Each nominee shall be elected by the affirmative vote of a plurality of the shares of the Fund entitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named. No nominee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially adverse to such Fund.

Eaton Vance Municipal Income 2028 Term Trust

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Proxy Statement dated September 24, 2021

The following table presents certain information regarding the current Trustees of the Fund, including the principal occupations of each such person for at least the last five years.

		Trustee Since(1)		Principal Occupation(s) During Past Five Years	Other Directorships Held
Name and Year of Birth	Fund Position(s)	Current Term Expiring	and Other Relevant Experience	During Last Five Years
Interested Trustee
THOMAS E. FAUST JR.	Trustee	2007	Class I Trustee until	Chairman of Morgan Stanley Investment Management, Inc.	Formerly, Director of EVC
1958			2022.	("MSIM"), member of the Board of Managers and President of	(2007-2021) and Hexavest Inc.
				Eaton Vance, Inc. ("EV"), Chief Executive Officer and President	(2012-2021) (investment
				of Eaton Vance Management ("EVM" or "Eaton Vance") and	management firm).
				Boston Management and Research ("BMR"), and Director of
				Eaton Vance Distributors, Inc. ("EVD"). Formerly, Chairman,
				Chief Executive Officer and President of Eaton Vance Corp.
				("EVC"). Trustee and/or officer of 137 registered investment
				companies. Mr. Faust is an interested person because of his
				positions with MSIM, BMR, Eaton Vance, EVD and EV, which
				are affiliates of the Fund, and his former position with EVC,
				which was an affiliate of the Fund prior to March 1, 2021.
Noninterested Trustees
MARK R. FETTING	Trustee	2016	Class III Trustee until	Private investor. Formerly held various positions at Legg	None
1954			2021.	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).
CYNTHIA E. FROST	Trustee	2014	Class I Trustee until	Private investor. Formerly, Chief Investment Officer of Brown	None
1961			2022.	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).

GEORGE J. GORMAN	Chairperson of	2021 (Chairperson) and	Class II Trustee until	Principal at George J. Gorman LLC (consulting firm). Formerly,
1952	the Board and	2014 (Trustee)	2023.	Senior Partner at Ernst & Young LLP (a registered public
	Trustee			accounting firm) (1974-2009).
VALERIE A. MOSLEY	Trustee	2014	Class III Trustee until	Chairwoman and Chief Executive Officer of Valmo Ventures (a
1960			2021.	consulting and investment firm). Founder of Upward Wealth,
				Inc., dba BrightUP, a fintech platform. Formerly, Partner and
				Senior Vice President, Portfolio Manager and Investment
				Strategist at Wellington Management Company, LLP
				(investment management firm) (1992-2012). Formerly, Chief
				Investment Officer, PG Corbin Asset Management
				(1990-1992). Formerly worked in institutional corporate bond
				sales at Kidder Peabody (1986-1990).

None

Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Groupon, Inc. (e-commerce provider) (since April 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020).

Eaton Vance Municipal Income 2028 Term Trust

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Proxy Statement dated September 24, 2021

		Trustee Since(1)		Principal Occupation(s) During Past Five Years
Name and Year of Birth	Fund Position(s)	Current Term Expiring	and Other Relevant Experience
WILLIAM H. PARK	Trustee	2003	Class II Trustee until	Private investor. Formerly, Consultant (management and
1947			2023.	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). In
				accordance with the Eaton Vance funds Trustee retirement
				policy, Mr. Park is expected to retire as a Trustee effective July
				1, 2022.
HELEN FRAME PETERS	Trustee	2008	Class III Trustee until	Professor of Finance, Carroll School of Management, Boston
1948			2021.	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). In accordance with the Eaton Vance funds
				Trustee retirement policy, Ms. Peters is expected to retire as a
				Trustee effective July 1, 2022.
KEITH QUINTON	Trustee	2018	Class III Trustee until	Private investor, researcher and lecturer. Formerly,
1958			2021.	Independent Investment Committee Member at New
				Hampshire Retirement System (2017-2021). Formerly,
				Portfolio Manager and Senior Quantitative Analyst at Fidelity
				Investments (investment management firm) (2001-2014).
MARCUS L. SMITH	Trustee	2018	Class II Trustee until	Private investor. Formerly, Portfolio Manager at MFS
1966			2023.	Investment Management (investment management firm)
				(1994-2017).

SUSAN J. SUTHERLAND	Trustee	2015	Class II Trustee until	Private investor. Director of Ascot Group Limited and certain
1957			2023.	of its subsidiaries (insurance and reinsurance) (since 2017).
				Formerly, Director of Hagerty Holding Corp. (insurance)
				(2015-2018) and Montpelier Re Holdings Ltd. (insurance and
				reinsurance) (2013-2015). Formerly, Associate, Counsel and
				Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law
				firm) (1982-2013).
SCOTT E. WENNERHOLM	Trustee	2016	Class I Trustee until	Private investor. Formerly, Trustee at Wheelock College
1959			2022.	(postsecondary institution) (2012-2018). Formerly,
				Consultant at GF Parish Group (executive recruiting firm)
				(2016-2017). Formerly, Chief Operating Officer and Executive
				Vice President at BNY Mellon Asset Management (investment
				management firm) (2005-2011). Formerly, Chief Operating

Officer and Chief Financial Officer at Natixis Global Asset

Management (investment management firm) (1997-2004).

Formerly, Vice President at Fidelity Investments Institutional

Services (investment management firm) (1994-1997).

Other Directorships Held

During Last Five Years

None

None

Formerly, Director (2016-2021)

and Chairman (2019-2021) of

New Hampshire Municipal Bond

Bank.

Director of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018).

Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021).

None

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.

Eaton Vance Municipal Income 2028 Term Trust

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Proxy Statement dated September 24, 2021