Confidential Treatment Requested

Confidential Treatment Requested

Exhibit 10.4

THIRD AMENDMENT TO

TECHNOLOGY AND SERVICES AGREEMENT

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.

WHEREAS, the Parties wish to amend Exhibit F to the Agreement in its entirety in order to further refine the payment schedule and payment allocation schedule set forth therein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Exhibit F to the Agreement is hereby deleted in its entirety and replaced with the new Exhibit F attached to this Third Amendment, which provides for differential treatment of Platform Services Fees as between IWS and NFS.

This Third Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Except as specifically amended by this Third Amendment, the Agreement shall continue unchanged and in full force and effect according to its terms. This Third Amendment may not be altered, amended, or modified except by a written instrument signed by an authorized representative of each Party.

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed and effective as of the Third Amendment Effective Date.

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EXHIBIT F

EXHIBIT F: PAYMENT ALLOCATION SCHEDULE

1. Payment Allocation Schedule: Shown below is the payment schedule with respect to NFS (Table F-1(a)) and IWS (Table F-1(b)) and payment allocation schedule (Table F-2) for the Platform Services Fees, by investment product type.

2. Component Services: Fidelity shall be entitled to receive any of the component services so long as Envestnet continues to receive the fees described under the corresponding column of the payment allocation schedule in Table F-2.

3. Technology Services-Software Updates. Maintenance and Support: Fidelity shall be entitled to receive Technology services so long as Envestnet continues to receive Technology services fees. The Technology services shall differ as described in Exhibit A depending on whether Envestnet provides Hosting, or Fidelity provides Hosting. For the first 48 months following the Effective Date, Envestnet shall provide Hosting, and the Technology fees will be those shown in Table F-2 which differ depending on the corresponding Investment Product being serviced. If after such 48 month period, Fidelity takes over Hosting services, the Technology service fee shall be reduced to a flat [***            ] on all assets, but subject to a minimum of [***                                    ] per year and Maximum of [***                                        ] per year, which minimum and maximum will be adjusted annually by the US Bureau of Labor and Statistics CPI-U (urban cities all services) starting as a reference point of January 1, 2008. An historic version of this CPI-U index can be found at: ftp://ftp.bls.gov/pub/special.requests/cpi/cpiai.txt.

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Table F-1: ENVESTNET ANNUAL PLATFORM SERVICES FEE PAYMENT SCHEDULE BY INVESTMENT PRODUCT TYPE

(a) NFS Fee Payment Schedule

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(b) IWS Fee Payment Schedule

Envestnet understands that the “Breakaway Broker” is a key growth segment of the IWS Managed Accounts business and as such Envestnet is willing to offer the IWS Managed Accounts business the Platform Services with all “minimum service fees per account” waived (except for the Envestnet”s Performance Reporting and Fee billing administration and Envestnet’s Rep as PM products) as of the Effective Date until December 31, 2010.

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NOTES to TABLE F-l(a) and (b):

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Table F-2: PLATFORM SERVICES BREAKDOWN OF COMPONENT SERVICES

NOTES TO TABLE F-2:

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