Filed by Morgan Stanley

(Commission File No.: 1-11758)

Pursuant to Rule 425 of the Securities Act of 1933

Subject Company: Eaton Vance Corp.

(Commission File No.: 1-8100)

The following slides are excerpted from a presentation made available by Morgan Stanley on January 20, 2021. 

​ Morgan Stanley at an Inflection Point: The Next Decade of Growth ​ James P. Gorman, Chairman and Chief Executive Officer January 20, 2021

Notice 2 This presentation by Morgan Stanley is copyrighted and proprietary, and all rights are reserved . Any recording, rebroadcast or other use of this presentation, in whole or in part, without the prior written consent of Morgan Stanley is strictly prohibited . The presentation has been prepared solely for information purposes ; it is not a solicitation of any offer to buy or sell any security or instrument, and has not been updated since it was originally presented . This presentation may contain forward - looking statements including the attainment of certain financial and other targets, objectives and goals . You are cautioned not to place undue reliance on forward - looking statements, which speak only as of the date on which they are made, which reflect management's current estimates, projections, expectations, assumptions, interpretations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially . Morgan Stanley does not undertake any obligation to update any forward - looking statements . For a discussion of additional risks and uncertainties that may affect the future results of Morgan Stanley, please see Morgan Stanley's most recent Annual Report on Form 10 - K, Quarterly Reports on Form 10 - Q, Current Reports on Form 8 - K, and the additional risk factors in Morgan Stanley’s Form 8 - Ks filed on April 16 , 2020 and October 2 , 2020 , respectively, which are available on Morgan Stanley's website www . morganstanley . com . The presentation may also include certain non - GAAP financial measures . The reconciliation of such measures to the comparable GAAP figures is included in this presentation and in Morgan Stanley's most recent Annual Report on Form 10 - K, Definitive Proxy Statement, Quarterly Reports on Form 10 - Q and / or Current Reports on Form 8 - K, as applicable, which are available on Morgan Stanley's website www . morganstanley . com . The End Notes are an integral part of this presentation . See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation . See also slide 17 for “Important Information about the Proposed T ransaction with Eaton Vance and Where to Find It” .

3 (2019) Enhance Workplace Offering (2020) Service Full Spectrum of Wealth (Expected to close 2Q 2021) Create Leading Asset Manager Opportunistic Acquisitions Accelerate Growth The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

Three Connected World - Class Businesses of Scale… 4 20% 35% 2014 2020 Pre - Tax Margin (%) (1) 2.0 4.0 2014 2020 Clients Assets ($ Tn ) 0.4 1.4 2014 Pro Forma Assets Under Management ($ Tn ) (2)(3) Institutional Securities Wealth Management Investment Management $26Bn 2020 Net Revenues $19Bn 2020 Net Revenues $4Bn 2020 Net Revenues (4) 1 The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

…Continue to Gain Share 5 1 Increase Share of Profits Across Competitors in WM Revenue Capture Across ISG Industry Leading Organic Growth in IM 25% 21% (1%) Morgan Stanley Eaton Vance Peer Average Morgan Stanley ISG Wallet Share (%) (1)(2)(3) Long - Term Net Flows (%) (5)(6) ( 2017 – 3Q 2020) Pre - Tax Profit Wallet Share (%) (4) 25% 38% 2014 2020E 11% 14% 2014 2020E The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

Investment Management: Premier Global Asset Manager Delivers Value to Clients 6 2 $1.4Tn Pro Forma AUM (1)(2) Private and Public Alpha Solutions Fixed Income & Liquidity ~65% ~35% MSIM Gross Sales (3) ~95% ~5% Eaton Vance Gross Sales (3) North America International Leadership in Customization, Sustainability, Private Alternatives, High - Conviction Equities and Value - Added Fixed Income Global Partnerships Deepen Distribution Opportunities The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

Unmatched Reach of Wealth and Investment Management Creates Growth and High Returns 7 3 Top 5 Franchise Providing Leading Advice to our Clients $5Tn+ of Client Assets Wealth Management and Investment Management Client Assets ($ Tn ) (1) 2.4 5.4 2014 Pro Forma 8.7 6.7 6.2 5.4 3.7 3.7 3.5 3.5 3.2 2.7 Peer #1 Peer #2 Peer #3 Morgan Stanley Peer #4 Peer #5 Peer #6 Peer #7 Peer #8 Peer #9 Wealth and Investment Management Revenues Over Client Assets (bps) (3) Wealth Management and Investment Management Client Assets ($ Tn ) (2) 21bps 29bps 10bps 58bps 57bps 44bps 28bps 6bps 66bps 31bps The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

8 Realize Acquisition Synergies from E*TRADE and Eaton Vance 3 Funding Synergies (2) Cost Synergies (1) $150MM from E*TRADE at announcement Increased to $250MM $400MM from E*TRADE $150MM from Eaton Vance $550MM in Total Cost Synergies Cost and Funding Synergies Revenue Opportunities E*TRADE Eaton Vance Deliver Customization and Sustainability at Scale Establish Advice and Lending Relationships with E*TRADE Clients Leverage Leadership in Workplace to Improve Stock Plan Proceeds Retention Capture Self - Directed Assets of Morgan Stanley Clients Held Away Enhance Multi - Asset Solutions Offering Leverage Complementary International and U.S. Distribution The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

Demonstrate Operating Leverage and Increase Profitability 9 4 79% 74% 72% 70% 2014 2016 2018 2020 Firm Expense Efficiency Ratio (%) (1) 7.2 8.8 11.2 14.6 2014 2016 2018 2020 ​ Pre - Tax Profit ($ Bn) (2) Enhances Profit Expansion Improvement in Efficiency Ratio Integration - Related Expenses The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

Execute on the Next Phase of Shareholder Value 2 - Year Objectives (1) 10 WM Pre - Tax Margin (2) Firm Efficiency Ratio (3) ROTCE (4) Longer - Term Aspirations (1) 26 – 30% 69 – 72% 14 ‒ 16% 30%+ <70% 17%+ The End Notes are an integral part of this Presentation. See slides 11 - 16 at the back of this presentation for information related to the financial metrics and defined terms in this presentation

End Notes 11 The Firm’s financial presentations, earnings releases, earnings conference calls, and other communications may include certain metrics, including non - GAAP financial measures, which we believe to be useful to us, investors, analysts and other stakeholders by providing further transparency about, or an additional means of assessing, our financial condition and operating results . The End Notes are an integral part of our presentations and other communications . For additional information refer to the Definition of U . S . GAAP to Non - GAAP Measures, Definitions of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations (includes reconciliation of GAAP to non - GAAP), and Legal Notice in the Morgan Stanley Fourth Quarter 2020 Financial Supplement included in the Current Report on Form 8 - K dated January 20 , 2021 (‘ Morgan Stanley Fourth Quarter 2020 Financial Supplement ’) .

End Notes 12 These notes refer to the financial metrics and/or defined term presented on Slide 4 1. Pre - Tax Margin for 2014 is adjusted to exclude the aggregation of the positive DVA adjustment and the negative Credit Crisis Litigation and Discretionary Incentive Compensation Actions adjustments, ($3.3 billion) (refer to note (1) for Slide 3). Pre - Tax Margin represents Pre - Tax Profit as a percentage of net revenues. The adjusted Pre - Tax Margin is a non - GAAP financial measure. 2. Assets Under Management (AUM) represents Morgan Stanley’s Investment Management AUM. 3. Pro Forma Assets Under Management represents the addition of Morgan Stanley’s Investment Management and Eaton Vance’s assets under management. Morgan Stanley’s Investment Management assets under management based on Morgan Stanley Fourth Quarter 2020 Financial Supplement. Eat on Vance’s assets under management as of December 31, 2020 based on Eaton Vance’s Press Release dated January 15, 2021 available on Eaton Vance’s website (‘ Eaton Vance’s January 2021 Press Release ’). The Eaton Vance acquisition is still pending and subject to customary closing conditions. 4. 2020 Net Revenues represents Morgan Stanley’s Investment Management net revenues. These notes refer to the financial metrics and/or defined term presented on Slide 5 1. Wallet represents aggregated reported net revenues of Morgan Stanley and the following peers: Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JP Morgan , and UBS. Morgan Stanley’s ISG wallet share represents total ISG segment net revenues. Peer wallet includes revenues that represent Investment Banking, Equity Sales & Trading and Fixed Income Sales & Trading, where applicable. For firms that disclose result s b etween multiple segments, assumptions have been made based on company disclosures. Morgan Stanley’s 2014 Wallet Share is calculated as the percentage of Morgan Sta nle y’s net revenues, excluding DVA to the Wallet and has been restated to conform with current reporting methodology. Peer data for 2014 has been adjusted for DVA, where it is reported and where applicable . 2. European peer results were translated to USD using average exchange rates for the appropriate period; sourced from Bloomberg. 3. The 2020 Wallet estimates utilize results for peers that have reported full - year 2020 results as of January 19, 2021. For the European peers that have not yet reported, a 2020 full year results estimate is derived assuming the aggregate share of the Wallet for European peers for the first nine months re mains constant in the fourth quarter of 2020. 4. Pre - Tax Profit Wallet represents Pre - Tax Profit of Morgan Stanley Wealth Management and the following peers: Bank of America Global Wealth and Investm ent Management, UBS Wealth Management Americas and Wells Fargo Wealth and Investment Management. Morgan Stanley’s Wallet Share is ca lculated as the percentage of Morgan Stanley’s Pre - Tax Profit to the Wallet. Morgan Stanley’s Pre - Tax Profit for 2020 was adjusted to exclude the impact of integration - related expenses of $231 million on a pre - tax basis. The 2020 Wallet estimates utilize results for peers that have reported full - year 2020 results as of January 19, 2021. For the pe ers that have not yet reported, a 2020 full year results estimate is derived assuming the aggregate share of their Wallet for the first nine months re mains constant in the fourth quarter of 2020.

End Notes 13 These notes refer to the financial metrics and/or defined term presented on Slide 5 5. Long - Term Net Flows represents cumulative long - term net flows over 15 quarters from calendar 1Q 2017 to 3Q 2020 as a percentage of beginning Assets Under Management for 2017 (as of calendar 4Q 2016) for Morgan Stanley and Peers, to reflect most recently available data for Peers ove r a consistent timeframe. For Eaton Vance, this represents cumulative long - term net flows over 15 fiscal quarters from fiscal 2Q 2017 to 4Q 2020 as a percentage of beginning Assets Under Management as of fiscal 1Q 2017. Cumulative long - term net flows as a percentage of beginning Assets Under Management for Morgan Stanley over 16 q uarters through 4Q 2020 is 29%. 6. Peer Average includes AllianceBernstein , BlackRock (Active Only), DWS (Active Only), Franklin Templeton, Goldman Sachs Asset Management, Invesco (Active Only), Janus Henderson Group, JP Morgan Asset Management and T. Rowe Price. These represent Morgan Stanley Investment Management and Ea ton Vance’s peers based on similarity of business models and Assets Under Management. In addition, all notable acquisitions have been removed from net f low s.

End Notes 14 These notes refer to the financial metrics and/or defined term presented on Slide 6 1. Pro Forma Assets Under Management represents the addition of Morgan Stanley’s Investment Management and Eaton Vance’s assets under management. Morgan Stanley’s Investment Management assets under management based on Morgan Stanley Fourth Quarter 2020 Financial Supplement. Eat on Vance’s assets under management based on Eaton Vance’s January 2021 Press Release. The Eaton Vance acquisition is still pending and subject to customary closing conditions. 2. For Morgan Stanley “ Private and Public Alpha ” includes public equity strategies reported under the "Equity" category and real assets, private equity, private credit and private equity fund of funds reported under the "Alternative/Other" category as of December 31, 2020 in the Morgan Stanley Fo urt h Quarter 2020 Financial Supplement. For Eaton Vance “ Private and Public Alpha ” includes strategies reported under the "Equity" category and the "Alternative" category as of December 31, 2020 in Eaton Vance’s January 2021 Press Release. For Morgan Stanley “ Solutions ” includes multi - asset portfolio strategies and hedge fund of funds reported under the "Alternative/Other" category as of December 31, 2020 in the Morgan Stanley Fourth Quarter 2020 Financial Supplement. For Eaton Vance “ Solutions ” includes strategies reported under the “Parametric custom portfolios” and “Parametric overlay services” categories as of December 31, 2020 in Eaton Vance’s January 2021 Press Release. For Morgan Stanley “ Fixed Income & Liquidity ” includes strategies reported under the "Fixed income" and "Liquidity" categories as of December 31, 2020 in the Morgan Stanley Fourth Quarter 2020 Financial Supplement. For Eaton Vance “ Fixed Income & Liquidity ” includes strategies reported under the "Fixed income" and "Floating - rate income" categories as of December 31, 2020 in Eaton Vance’s January 2021 Press Release. 3. Gross Sales represents gross sales from long - term asset classes for full year 2020 period from January 1 through December 31, 2020 for Morga n Stanley and full year 2020 fiscal period from November 1, 2019 through October 31, 2020 for Eaton Vance .

End Notes 15 These notes refer to the financial metrics and/or defined term presented on Slide 7 1. Wealth Management and Investment Management Client Assets represents Wealth Management client assets and Investment Management assets under management based on the 2014 Form 10 - K and the Morgan Stanley Fourth Quarter 2020 Financial Supplement. Pro Forma Client Assets represents the addition of Morgan Stanley’s c lient assets and Eaton Vance’s client assets . Eaton Vance’s client assets based on Eaton Vance’s January 2021 Press Release and represent total assets under management. 2. Client Assets Ranking based on internal analysis of combined Investment and Wealth Management client assets and assets under management with data aggregated from public filings for Allianz, Bank of America, BlackRock, Charles Schwab / Ameritrade, Fidelity, JP Morgan, State Street, UBS a nd Vanguard. Rankings based on the most recently available data for combined Investment Management and Wealth Management client assets and assets under management. M ost recently available data represents 4Q 2020 for peers that have reported results as of January 19, 2021 ( Bank of America, BlackRock, Charles Schwab / Ameritrade, JP Morgan and State Street), 3Q 2020 for peers that have not reported yet ( Allianz , Fidelity and UBS) and data as of January 2020 for Vanguard. Rankings exclude assets under custody and assets under administration. Morgan Stanley’s position in the rankings based on Pro Forma Client Assets. 3. Wealth and Investment Management Revenues Over Client Assets based on internal analysis and represents Net Revenues divided by average client assets . For peers that have reported results as of January 19, 2021, Net Revenues represent full - year 2020 results for the combination of Wealth Management and Investment Management and average client assets represents an average of five most recent quarters. For peers that have not reported yet, except for Fidelity and Vanguard, Net Revenues are based on 2020 revenue estimates derived by annualizing revenues for the first nine months of 2020, divided by a verage client assets for an average of four most recent quarters. For Fidelity, Net Revenues represent 2019 total company revenues and a verage client assets represent an average of 2018 and 2019 total assets under administration. For Vanguard, Revenues Over Client Assets represents the average expense ratio (U.S. asset - weighted fund expenses as a percentag e of 2019 average net assets) available on its website. Net Revenues for Morgan Stanley represent the addition of Morgan Stanley’s Wealth Management and Investment Management Net Revenues for full - year 2020, E*TRADE’s Net Revenues for first nine months of 2020 and Eaton Vance’s fiscal 2020 Net Revenues. Morgan Stanley’s Wealth Management and Investment Management Net Revenues represent the aggregation of both segments’ net revenues and exclude intersegment activity. Morgan Stanley net revenues based on the Morgan Stanley Fourth Quarter 2020 Financial Supplement . Eaton Vance’s Net Revenues represent total revenue and total non - operating income based on Eaton Vance’s Annual Report on Form 10 - K for the fiscal year ended October 31, 2020. E*TRADE’s 1Q and 2Q 2020 Net revenues represent T otal Net Revenues based on E*TRADE’s Quarterly Report on Form10 - Q for the quarter ended June 30, 2020. Client assets used in the calculation for Morgan Stanley include E*TRADE and Eaton Vance for 2019 and 2020 fiscal quarters based on relevant Form 10 - Q and Form 10 - K filings. These notes refer to the financial metrics and/or defined term presented on Slide 8 1. Cost Synergies are Morgan Stanley estimates and are expected to be phased in from the closing dates of the E*TRADE and Eaton Vance acquisiti ons . 2. Funding Synergies are Morgan Stanley estimates and are expected to be phased in from the closing date of the E*TRADE acquisition. These notes refer to the financial metrics and/or defined term presented on Slide 9 1. Expense efficiency ratio (‘ Efficiency Ratio ’) represents total non - interest expenses as a percentage of net revenues. The 2020 Efficiency Ratio was adjusted to exclude the impact of integration - related expenses of $231 million on a pre - tax basis. The 2014 Efficiency Ratio was adjusted to exclude the positive impact of DVA and the negative impacts of Credit Crisis Litigation and Discretionary Incentive Compensation Actions (refer to note (1) for Slide 3). The adj ust ed Efficiency Ratio is a non - GAAP financial measure. 2. Pre - Tax Profit for 2020 was adjusted to exclude the impact of integration - related expenses of $231 million on a pre - tax basis. Pre - Tax Profit for 2020 including integration - related expenses was $14.4Bn. 2014 is adjusted to exclude the positive impact of DVA and the negative impacts of Credit Crisi s L itigation and Discretionary Incentive Compensation Actions (refer to note (1) for Slide 3 ). The adjusted Pre - Tax Profit is a non - GAAP financial measure .

End Notes 16 These notes refer to the financial metrics and/or defined term presented on Slide 10 1. Firm’s 2 - Year Objectives and Longer - Term A spirations include Eaton Vance. The Eaton Vance acquisition is still pending and subject to customary closing conditions. 2. Pre - Tax Margin represents income (loss) from continuing operations before taxes divided by net revenues. The Pre - Tax Margin 2 - Year Objective of 26% to 30% and Longer - Term Aspiration of 30%+ exclude integration - related expenses. The adjusted Pre - Tax Margin is a non - GAAP financial measure. 3. Efficiency Ratio represents total non - interest expenses as a percentage of net revenues . The Efficiency Ratio 2 - Year Objective of 69% to 72% and Longer - Term Aspiration of <70% exclude integration - related expenses. The adjusted Efficiency Ratio is a non - GAAP financial measure. 4. The calculation of ROTCE uses net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity. Tangible common equity (‘TCE’) represents common equity less goodwill and intangible assets net of allowable mortgage servicing rights. The R OTC E 2 - Year Objective of 14% to 16% and Longer - Term Aspiration of 17%+ exclude integration - related expenses. The adjusted ROTCE is a non - GAAP financial measure.

Notice 17 Important Information about the Proposed Transaction with Eaton Vance and Where to Find It In connection with the proposed transaction between Morgan Stanley and Eaton Vance Corp . (“Eaton Vance”), Morgan Stanley and Eaton Vance will file relevant materials with the Securities and Exchange Commission (the “SEC”), including the Morgan Stanley registration statement on Form S - 4 filed on December 4 , 2020 , including amendments thereto, that includes a prospectus of Morgan Stanley . BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF MORGAN STANLEY AND EATON VANCE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS . Investors and security holders may obtain free copies of the registration statement, as well as other filings containing information about Morgan Stanley or Eaton Vance, without charge at the SEC’s Internet website (http : //www . sec . gov) or by contacting the investor relations department of Morgan Stanley or Eaton Vance at the following : Morgan Stanley Eaton Vance 1585 Broadway Two International Place New York, NY 10036 Boston , MA 02110 Media Relations: 212 - 761 - 2448 Media Relations: 617 - 672 - 8940 mediainquiries@morganstanley.com rtice@eatonvance.com Investor Relations: 1 - 212 - 762 - 8131 Investor Relations: 617 - 672 - 6744 investorrelations@morganstanley.com esenay@eatonvance.com No Offer or Solicitation This presentation is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction

Notice 18 Forward - Looking Statements This presentation contains “forward - looking statements” within the meaning of the federal securities laws, including Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . In this context, forward - looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words . Forward - looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof . All such forward - looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward - looking statements . Important risk factors that may cause such a difference include, but are not limited to, ( i ) the completion of the proposed transaction on anticipated terms and timing, including obtaining required regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the acquisition, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period, (ii) the ability of Morgan Stanley and Eaton Vance to integrate the business successfully and to achieve anticipated synergies, risks and costs, (iii) potential litigation relating to the proposed transaction that could be instituted against Morgan Stanley, Eaton Vance or their respective directors, (iv) the risk that disruptions from the proposed transaction will harm Morgan Stanley’s and Eaton Vance’s business, including current plans and operations, (v) the ability of Morgan Stanley or Eaton Vance to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the acquisition, (vii) continued availability of capital and financing and rating agency actions, (viii) legislative, regulatory and economic developments, (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the acquisition that could affect Morgan Stanley’s and/or Eaton Vance’s financial performance, (x) certain restrictions during the pendency of the acquisition that may impact Morgan Stanley’s or Eaton Vance’s ability to pursue certain business opportunities or strategic transactions, (xi) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Morgan Stanley’s or Eaton Vance’s management’s response to any of the aforementioned factors, (xii) dilution caused by Morgan Stanley’s issuance of additional shares of its common stock in connection with the proposed transaction, (xiii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xiv) those risks described in Item 1 A of Morgan Stanley’s most recently filed Annual Report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K, (xv) those risks described in Item 1 A of Eaton Vance’s most recently filed Annual Report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K and (xvi) the additional risk factors described in the registration statement on Form S - 4 filed on December 4 , 2020 , including amendments thereto (“Form S - 4 ”), available from the sources indicated above . These risks, as well as other risks associated with the proposed acquisition, are more fully discussed in the registration statement on Form S - 4 filed with the SEC in connection with the proposed acquisition . While the list of factors presented here is, and the list of factors presented in the registration statement on Form S - 4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties . Unlisted factors may present significant additional obstacles to the realization of forward - looking statements . Consequences of material differences in results as compared with those anticipated in the forward - looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Morgan Stanley’s or Eaton Vance’s consolidated financial condition, results of operations, credit rating or liquidity . Neither Morgan Stanley nor Eaton Vance assumes any obligation to publicly provide revisions or updates to any forward - looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws .