0001193125-10-110639 Sample Contracts

Platform Services Agreement dated February 8, 2010 by and between Envestnet Asset Management, Inc. and FundQuest Incorporated
Platform Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec • Illinois

This Platform Services Agreement (“Agreement”), is entered into as of February 8, 2010 (the “Execution Date”), between Envestnet Asset Management, Inc., a Delaware corporation with its principal office located at 35 East Wacker Drive, Suite 2400, Chicago IL 60601 (“Envestnet”), and FundQuest Incorporated, a Delaware corporation with its principal office located at One Winthrop Square, 5th Floor, Boston MA 02110 (“FundQuest”).

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SECOND AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT
Technology and Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec

This SECOND AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT (“Amendment”) is made by and between FMR LLC (“FMR”) and Envestnet Asset Management Group, Inc. (“Envestnet”) as of ____________, 2008 (the “Amendment Effective Date”). Reference is made to a certain Technology and Services Agreement dated as of March 31, 2008 by and between FMR and Envestnet (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

SERVICES AGREEMENT
Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec • Massachusetts

This SERVICES AGREEMENT (“Agreement”) is made between National Financial Services LLC (“National”) and Envestnet Asset Management, Inc. (“Envestnet”) as of the latest date noted by the parties’ signatures below (“Effective Date”). National and Envestnet hereby agree as follows:

SERVICES AGREEMENT AMENDMENT
Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec

THIS AMENDMENT (“AMENDMENT”) DATED MARCH , 2008 (THE “EFFECTIVE DATE”) IS MADE TO THE SERVICES AGREEMENT DATED MARCH 24, 2005 (“AGREEMENT”) BY AND BETWEEN NATIONAL FINANCIAL SERVICES, LLC (“NFS”) AND ENVESTNET ASSET MANAGEMENT, INC. (“ENVESTNET”).

TECHNOLOGY AND SERVICES AGREEMENT
Technology and Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec • Massachusetts

This TECHNOLOGY AND SERVICES AGREEMENT (“Agreement”) is made by and between FMR LLC (“FMR”) and Envestnet Asset Management Group, Inc. (“Envestnet”) as of March 31, 2008 (“Effective Date”). For purposes of this Agreement, “Fidelity Affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with FMR as of or after the Effective Date, for so long as such relationship is in effect (including Affiliates subsequently established by acquisition, merger or otherwise) (for the purpose of the foregoing, an ownership interest of fifty percent (50%) or more of an entity established in the United States shall be deemed to represent control of such entity and an ownership interest of forty percent (40%) or more of an entity established outside of the United States shall be deemed to represent control of such entity); “Fidelity” shall mean FMR, together with all Fidelity Affiliates; and “Fidelity Company” shall mean FMR or any Fidelity Affili

THIRD AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT
Technology and Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec

This THIRD AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT (“Third Amendment”) is made by and between FMR LLC (“FMR”) and Envestnet Asset Management Group, Inc. (“Envestnet”) as of November 16, 2009 (the “Third Amendment Effective Date”). Reference is made to a certain Technology and Services Agreement dated as of March 31, 2008 by and between FMR and Envestnet (the “Technology Services Agreement”), as amended by the First Amendment to Technology Services Agreement dated as of June 26, 2008 (the “First Amendment”) and the Second Amendment to Technology Services Agreement dated as of May 5, 2009 (the “Second Amendment”, together with the First Amendment and the Technology Services Agreement, the “Agreement”). Capitalized terms not otherwise defined in this Third Amendment shall have the meanings ascribed to such terms in the Agreement.

Confidential Treatment Requested ADDENDUM TO THE PLATFORM SERVICES AGREEMENT
Confidential Treatment Requested • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec • Illinois

THIS ADDENDUM dated April 9, 2010 (this “Addendum”) to the Platform Services Agreement dated February 8, 2010 (the “Agreement”) is made between (i) FundQuest Incorporated and (ii) Envestnet Asset Management, Inc.

SERVICES AGREEMENT
Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec • Massachusetts

This SERVICES AGREEMENT (“Agreement”) is made between Fidelity Brokerage Services LLC (“FBS”) and Envestnet Asset Management, Inc. (“Envestnet”) as of the latest date noted by the parties’ signatures below (“Effective Date”). FBS and Envestnet hereby agree as follows:

FIRST AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT
Technology and Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec

This FIRST AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT (“Amendment”) is made by and between FMR LLC (“FMR”) and Envestnet Asset Management Group, Inc. (“Envestnet”) as of , 2008 (the “Amendment Effective Date”). Reference is made to a certain Technology and Services Agreement dated as of March 31, 2008 by and between FMR and Envestnet (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

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