October 8, 2013

 

BY EDGAR

 

United States Securities and  Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mara L. Ransom, Assistant Director

 

Re:                             Envestnet, Inc.

Registration Statement on Form S-1

File No. 333-190852

Request for Acceleration

 

Ladies and Gentlemen:

 

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Envstnet, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), be accelerated so that it will be declared effective at 3:00 p.m. Eastern time on October 10, 2013, or as soon thereafter as practicable.

 

The Registrant hereby acknowledges that:

 

(i)                                     should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

(ii)                                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

(iii)                               the Registrant may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

	Very truly yours,
	Envestnet, Inc.
	By:	/s/ Peter D’Arrigo
		Name:	Peter D’Arrigo
		Title:	Chief Financial Officer