ETX.NYSEEaton Vance Municipal Income 2028 Term Trust

DEF: Eaton Vance Trust Seeks Trustee Re-election

Sentiment:

Definitive Proxy Statement 22 September 2025 9:56 AM

📋All filings for Eaton Vance Municipal Income 2028 Term Trust

Eaton Vance Municipal Income 2028 Term Trust will hold its Annual Meeting on November 5, 2025, to elect three Class I Trustees.

Summary

The Annual Meeting of Shareholders is scheduled for Wednesday, November 5, 2025, at 11:30 a.m. (Eastern Time) at the Fund's principal office.
Shareholders will be asked to consider the election of three Class I Trustees: Cynthia E. Frost, Nancy Wiser Stefani, and Scott E. Wennerholm.
The Board of Trustees recommends that shareholders vote FOR the election of all nominated Trustees.
The record date for shareholders entitled to notice of and to vote at the Annual Meeting is August 26, 2025.
As of August 26, 2025, there were 10,888,426 common shares of beneficial interest outstanding.
Rockefeller Capital Management L.P. and Rockefeller Financial LLC collectively own 5.30% (585,604 shares) of the Fund's Common Shares.
Deloitte & Touche LLP serves as the independent registered public accounting firm for the Fund.
Audit fees for the fiscal year ended January 31, 2025, were $55,400, a decrease from $57,600 in the prior fiscal year.

Sentiment

Score: 7

Explanation: The filing is a routine proxy statement for an annual meeting, focusing on corporate governance and the re-election of experienced, independent trustees. The detailed committee structure and commitment to diversity are positive. The unexpected passing of a former Chairperson is a minor negative, but the overall sentiment is neutral to slightly positive due to strong governance practices.

Positives

The Board of Trustees is composed entirely of nine noninterested Trustees, enhancing independent oversight and corporate governance.
The Board has established six specialized committees (Audit, Contract Review, Governance, Portfolio Management, Compliance Reports and Regulatory Matters, Closed-End Fund Committee) to ensure thorough oversight of various aspects of the Fund's operations.
Trustees possess extensive experience in financial services, investment management, and corporate governance, with diverse professional backgrounds contributing to robust decision-making.
The Audit Committee includes two designated financial experts, Scott E. Wennerholm and George J. Gorman, and all members are independent under applicable NYSE listing standards.
The Board actively considers overall diversity in backgrounds, skills, and experiences when identifying Trustee candidates, with six of the nine currently serving noninterested Trustees bringing gender and/or racial diversity.
The Fund's audit fees decreased from $57,600 in the fiscal year ended January 31, 2024, to $55,400 in the fiscal year ended January 31, 2025.

Negatives

The filing notes the unexpected passing of former Chairperson of the Board, Mark R. Fetting, on August 9, 2025, which represents a loss of leadership experience.
Trustees and executive officers, individually and as a group, beneficially owned less than 1% of the Fund's outstanding Common Shares as of August 26, 2025, which might suggest limited direct alignment with common shareholder interests in this specific fund.

Risks

Investment risks associated with the Fund's portfolio.
Compliance risks related to regulatory requirements and internal policies.
Operational risks concerning the day-to-day functioning and processes of the Fund and its service providers.
Valuation risks pertaining to the accurate assessment of the Fund's assets.
The Board acknowledges that it is not possible to identify all risks or to develop processes and controls to eliminate or mitigate their occurrence or effects, and that certain risks (such as investment-related risks) are necessary to achieve the Fund's goals.

Future Outlook

The filing primarily focuses on the upcoming Annual Meeting and the election of Trustees, providing no specific forward-looking financial guidance or strategic outlook beyond the operational aspects of corporate governance.

Management Comments

"I hope that you will be able to attend the Annual 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." Kenneth A. Topping, President.
"YOUR VOTE IS IMPORTANT PLEASE RETURN YOUR PROXY CARD PROMPTLY."
"Shareholders can help avoid the necessity and additional expense to the Fund(s) of further solicitations by promptly returning the enclosed proxy card(s)."

Industry Context

This filing is a standard proxy statement for a closed-end municipal income fund, a common structure in the investment industry. The focus on electing independent trustees and detailing corporate governance practices aligns with broader industry trends emphasizing transparency, robust oversight, and adherence to regulatory requirements for investment companies. The detailed breakdown of committee structures and risk oversight mechanisms reflects best practices in the asset management sector, particularly for funds overseen by large financial institutions like Morgan Stanley (through its subsidiary Eaton Vance).

Comparison to Industry Standards

The Board's composition of nine noninterested Trustees aligns with or exceeds typical corporate governance recommendations for independent oversight in investment funds, where many industry benchmarks suggest a majority of independent directors.
The establishment of six specialized committees (Audit, Contract Review, Governance, Portfolio Management, Compliance Reports and Regulatory Matters, Closed-End Fund Committee) demonstrates a comprehensive governance structure, comparable to leading practices in the closed-end fund sector.
The designation of audit committee financial experts (Scott E. Wennerholm and George J. Gorman) and adherence to NYSE independence standards for Audit Committee members meets stringent regulatory and industry best practices.
The explicit consideration of diversity in Trustee selection, aiming for diversity in backgrounds, skills, experiences, and including gender and/or racial diversity (six out of nine noninterested Trustees), reflects a growing industry standard for board composition.
The detailed disclosure of Trustee qualifications, experience, and other directorships provides transparency that is consistent with high industry standards for public companies and investment funds.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chairperson of the Board	Mark R. Fetting	Scott E. Wennerholm	2025 (Chairperson)	Mark R. Fetting passed away unexpectedly on August 9, 2025. Scott E. Wennerholm is listed as the current Chairperson of the Board.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board has fixed the number of Trustees at nine, divided into three classes with three-year terms, and is composed entirely of noninterested Trustees.	Ongoing	Ensures strong independent oversight and adherence to best practices in corporate governance for investment funds.
Committee Structure	Six standing committees are in place: Audit, Contract Review, Governance, Portfolio Management, Compliance Reports and Regulatory Matters, and Closed-End Fund Committee, each with specific duties.	Ongoing	Provides specialized oversight and expertise across critical areas of the Fund's operations, enhancing risk management and compliance.
Audit Committee Expertise	The Audit Committee includes two designated financial experts, Scott E. Wennerholm and George J. Gorman, and all members are independent under NYSE standards.	Ongoing	Strengthens the oversight of financial reporting, internal controls, and independent audits, meeting stringent regulatory requirements.
Trustee Selection Policy	The Governance Committee considers the overall diversity of the Board's composition, including backgrounds, skills, experiences, and gender/racial diversity, when identifying candidates.	Ongoing	Promotes a broader range of perspectives and experiences on the Board, potentially leading to more comprehensive decision-making.
Trustee Retirement Policy	A noninterested Trustee must retire on the earlier of July 1st following their 76th birthday or December 31st of their 20th year of service (with limited exceptions).	Ongoing	Ensures periodic refreshment of the Board while retaining experienced members, balancing continuity with new perspectives.
Shareholder Communication	Shareholders can communicate with the Board by sending written communication to the Chairperson of the Board or relevant committee Chairperson.	Ongoing	Provides a formal channel for shareholder engagement with the Board of Trustees.
Auditor Pre-Approval Policies	The Audit Committee has adopted policies and procedures for the pre-approval of services provided by the Fund's independent registered public accounting firm.	Ongoing	Ensures auditor independence and proper oversight of all services rendered by the accounting firm to the Fund and its affiliates.
Whistleblower Procedures	Procedures are established for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.	Ongoing	Fosters an environment of transparency and accountability, allowing for the reporting of potential issues without fear of reprisal.

Related Party Transactions

Eaton Vance, the Fund's investment adviser and administrator, is an indirect, wholly owned subsidiary of Morgan Stanley.
Officers of the Fund are affiliated with Eaton Vance Management and will benefit from any advisory and/or administration fees paid by the Fund to Eaton Vance.
The independent registered public accounting firm, Deloitte & Touche LLP, billed non-audit fees to Eaton Vance and its affiliates providing ongoing services to the Fund, totaling $18,490 in the fiscal year ended January 31, 2025, and $52,836 in the fiscal year ended January 31, 2024. The Audit Committee considered the compatibility of these services with maintaining auditor independence.

Stakeholder Impact

**Shareholders**: Directly impacted by the election of Trustees, who are responsible for overseeing the Fund's management and operations. Their vote is solicited for the re-election of three Class I Trustees, influencing the Fund's future governance.
**Employees (of Eaton Vance/service providers)**: The filing details the roles and compensation of officers affiliated with Eaton Vance and outlines procedures for anonymous submission of concerns regarding accounting or auditing matters, promoting ethical conduct.
**Management (of Eaton Vance)**: The officers of the Fund, affiliated with Eaton Vance, benefit from advisory and administration fees, indicating a financial interest in the Fund's ongoing operations and performance.
**Auditors (Deloitte & Touche LLP)**: Their role in auditing the Fund's financial statements and providing non-audit services to Eaton Vance is detailed, with oversight by the Audit Committee ensuring independence and quality of service.

Next Steps

Shareholders are requested to complete, sign, and return their enclosed proxy cards promptly to ensure their shares are represented at the Annual Meeting.
The Annual Meeting of Shareholders will be held on November 5, 2025, to elect three Class I Trustees and consider any other properly presented matters.
Shareholders wishing to submit proposals for the Fund's 2026 Annual Meeting must do so by May 26, 2026, for Rule 14a-8 proposals, or between July 8, 2026, and August 7, 2026, for proposals submitted outside of Rule 14a-8 processes.

Key Dates

Date	Description
1982	Susan J. Sutherland began as an associate at Skadden, Arps, Slate, Meagher & Flom LLP.
1983	Cynthia E. Frost began as Senior Equity Analyst at BA Investment Management Company; Keith Quinton began his career as a senior quantitative analyst at Drexel Burnham Lambert.
1986	Valerie A. Mosley worked in institutional corporate bond sales at Kidder Peabody.
1987	Cynthia E. Frost worked as a Consultant at Bain and Company.
1989	Cynthia E. Frost worked as Managing Director at Cambridge Associates.
1990	Valerie A. Mosley served as Chief Investment Officer at PG Corbin Asset Management.
1992	Valerie A. Mosley began at Wellington Management Company, LLP.
1994	Scott E. Wennerholm was Vice President at Fidelity Investments Institutional Services.
1995	Cynthia E. Frost was Portfolio Strategist for Duke Management Company; Keith Quinton was senior vice president in the quantitative equity research department at Putnam Investments.
1997	Scott E. Wennerholm was Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management; Keith Quinton was a senior quantitative analyst at Santander Global Advisors.
1999	Alan C. Bowser was Managing Director and Head of Client Solutions, Citibank Private Bank.
2000	Cynthia E. Frost was Chief Investment Officer of Brown University; Keith Quinton was a vice president and quantitative analyst at MFS Investment Management.
2001	Keith Quinton began at Fidelity Investments; Marcus L. Smith began as a portfolio manager at MFS Investment Management.
2005	Scott E. Wennerholm was Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management.
2006	Nancy Wiser Stefani served as Chief Operating Officer and Chief Compliance Officer at GMN Capital Management.
2007	James F. Kirchner first elected as Treasurer of a fund in the Eaton Vance family of funds; Alan C. Bowser was Managing Director and Head of Investment Services at UBS Wealth Management Americas.
2008	Nancy Wiser Stefani served as Chief Operating Officer and Chief Compliance Officer at LightBox Capital Management.
2009	George J. Gorman retired as Senior Partner at Ernst & Young LLP.
2011	Alan C. Bowser began at Bridgewater Associates; Nancy Wiser Stefani began at Wells Fargo Asset Management.
2012	Cynthia E. Frost concluded her role as Chief Investment Officer of Brown University; Valerie A. Mosley concluded her role at Wellington Management Company, LLP; Marcus L. Smith became Chief Investment Officer, Canada at MFS Investment Management.
2013	Susan J. Sutherland concluded her role as partner at Skadden, Arps, Slate, Meagher & Flom LLP; Susan J. Sutherland became Director of Montpelier Re Holdings Ltd.
2014	Cynthia E. Frost, George J. Gorman, Valerie A. Mosley first appointed as Trustees of Eaton Vance Fund Boards; Keith Quinton retired from Fidelity Investments.
2015	Susan J. Sutherland first appointed as Trustee of Eaton Vance Fund Boards; Susan J. Sutherland became Director of Hagerty Holding Corp.
2016	Scott E. Wennerholm first appointed as Trustee of Eaton Vance Fund Boards; Keith Quinton became a Director of New Hampshire Municipal Bond Bank.
2017	Marcus L. Smith became Director of MSCI Inc.; Marcus L. Smith became Director of DCT Industrial Trust Inc.; Keith Quinton became Independent Investment Committee Member at New Hampshire Retirement System.
2018	Keith Quinton and Marcus L. Smith first appointed as Trustees of Eaton Vance Fund Boards.
2019	Keith Quinton became Chairman of New Hampshire Municipal Bond Bank.
2020	Valerie A. Mosley founded Upward Wealth, Inc. dba BrightUp; Valerie A. Mosley became Director of DraftKings, Inc.
2021	Alan C. Bowser became Independent Director of Stout Risius Ross; Deidre E. Walsh first elected as Vice President and Chief Legal Officer of a fund in the Eaton Vance family of funds; Marcus L. Smith became Director of First Industrial Realty Trust, Inc.; Nancy Wiser Stefani concluded her role at Wells Fargo Asset Management; Susan J. Sutherland became Director of Kairos Acquisition Corp.
2022	Nancy Wiser Stefani first appointed as Trustee of Eaton Vance Fund Boards; Nicholas S. Di Lorenzo first elected as Secretary of a fund in the Eaton Vance family of funds.
2023	Alan C. Bowser first appointed as Trustee of Eaton Vance Fund Boards; Susan J. Sutherland became Director of Ascot Underwriting Limited.
2024	Laura T. Donovan first elected as Chief Compliance Officer of a fund in the Eaton Vance family of funds; Nancy Wiser Stefani concluded her role as corporate Director for Rimes Technologies.
January 31, 2024	End of fiscal year for which audit fees of $57,600 and tax fees of $350 were billed.
August 9, 2025	Mark R. Fetting, former Chairperson of the Board, passed away unexpectedly.
August 26, 2025	Record date for shareholders entitled to notice of and to vote at the Annual Meeting; date for determining share ownership by Trustees and officers; date for determining 5% shareholders.
September 22, 2025	Date of the Dear Shareholder letter and Notice of Annual Meeting of Shareholders; date this proxy statement and enclosed proxy card(s) are first being sent or given to shareholders.
November 5, 2025	Date of the Annual Meeting of Shareholders at 11:30 a.m. (Eastern Time).
January 31, 2025	End of fiscal year for which audit fees of $55,400 and tax fees of $0 were billed.
May 26, 2026	Deadline for shareholder proposals submitted under Rule 14a-8 for the 2026 Annual Meeting.
July 8, 2026	Earliest date for written notice of shareholder proposals submitted outside Rule 14a-8 for the 2026 Annual Meeting.
August 7, 2026	Latest date for written notice of shareholder proposals submitted outside Rule 14a-8 for the 2026 Annual Meeting.

Recommendation

hold

This filing is a routine proxy statement for the annual election of Trustees, a standard corporate governance event. It does not contain any new financial performance data, strategic announcements, or material operational changes that would significantly alter the investment thesis for the Eaton Vance Municipal Income 2028 Term Trust. The re-election of experienced, independent trustees and the robust corporate governance structure are positive for long-term stability but do not warrant a change in investment posture. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on the Fund's established investment objectives and performance.

Keywords

Eaton Vance, Municipal Income, Term Trust, SEC Filing, Proxy Statement, Shareholder Meeting, Trustee Election, Corporate Governance, Investment Fund, Closed-End Fund, Financial Reporting, Audit Committee, Risk Management, SEC, DEF 14A

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