Confidential Treatment Requested

Confidential Treatment Requested

Exhibit 10.7

SERVICES AGREEMENT AMENDMENT

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”).

WHEREAS, NFS and Envestnet entered into the Agreement pursuant to which, among other things, NFS and Envestnet agreed that Envestnet and NFS would provide each other with certain services; and

WHEREAS, NFS and Envestnet desire to amend the Agreement as provided herein.

NOW THEREFORE, in consideration of the promises, covenants, representations and warranties contained herein, and intending to be legally bound hereby, for other good and valuable consideration, the parties hereto agree that Exhibit K Fee & Billing Schedule shall be amended in its entirety as follows:

EXHIBIT K

FEE & BILLING SCHEDULE

		National Financial Platform Fee Schedule

Separate Accounts on National’s Unified Managed Account Platform

(a.k.a. Separately Managed Accounts)

1

Confidential Treatment Requested

Alternative Solutions

No Minimum Fee Applies

Separate Accounts on National’s SMA Supermarket Platform

(a.k.a Separate Account Service)

Alternative Solutions

No Minimum Fee Applies

2

Confidential Treatment Requested

Wrap Strategies on National’s Unified Managed Account Platform

3

Confidential Treatment Requested

Envestnet PMC ETF Solution

[***] Minimum Fee per PMC ETF Solution Account

PMC Select Portfolios

No Minimum Fee Applies

4

Confidential Treatment Requested

Multi-Manager Accounts on National’s Unified Managed Account Platform

All MMA Portfolios

No Minimum Fee Applies

Advisor Directed Unified Managed Accounts on National’s Unified Managed Account Platform

(a.k.a. Advisor Directed UMA)

No Minimum Fee Applies

Please note: Above Distribute schedule also applies to incremental revenue (Manager Fee component) from adding additional SMA sleeves.

5

Confidential Treatment Requested

Russell Separate Account Manager Mixes

No Minimum Fee Applies

Rep as Portfolio Manager on National’s Unified Managed Account Platform

(a.k.a. MAS Model Management Tools)

Pricing Option B: Per-Seat License:

1) Bill – suggested price of [***                        ] for first 100 advisors

2) Distribute – [***        ] to Envestnet; National to receive the balance

6

Confidential Treatment Requested

Home Office Model Management

[***] Minimum Fee per Home Office Model Account

Overview/Notes of National Financial-Envestnet Platform Fee Schedule

7

Confidential Treatment Requested

Billing Procedures

Administration and payment of Program fees for which SAI performs subadvisory activities to Envestnet shall be set forth in a separate agreement between Envestnet and SAI. All other program fees will be billed quarterly, in advance, and follow the average daily balance (ADB) calculation formula. Envestnet will calculate the total Client fees and submit the fee debit instructions to National for automatic payments from each Client’s account. National will process Envestnet’s instructions to debit Program fees due from Clients pursuant to authority to do so granted to Envestnet in an agreement between each Client and Envestnet. Envestnet shall instruct National to release the fees as follows: (i) National’s portion of the fee shall be retained by National; (ii) National will remit the relevant Advisor’s portion of the fee to the Advisor (per Correspondent Clearing Statement); and (iii) the remaining portion of the fee shall be released to Envestnet (and Envestnet shall be responsible for paying any applicable sub-advisory fees to the appropriate Money Manager). Prior to the aforementioned release of fees, Envestnet shall send to each Client a fee statement, at least quarterly, indicating all amounts to be disbursed from the Client’s account. All fees shall be based on the amount of assets under management in each Client account during the applicable period of determination, calculated on a pro rata basis for any partial period, as applicable, and payable by Clients in accordance with the terms of the applicable Advisory Agreement.

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Amendment as of the day and year first above written.

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