Exhibit 4.4

EXECUTION COPY

ENVESTNET ASSET MANAGEMENT GROUP, INC.

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

Reference is made to the Registration Rights Agreement dated as of March 22, 2004 among Envestnet Asset Management Group, Inc., a Delaware corporation, then known as Envestnet Asset Management, Inc. (the “Company”) and the persons listed on Schedule A thereto, as amended by that certain First Amendment to Registration Rights Agreement, dated as of August 30, 2004 (the “Registration Rights Agreement”). Capitalized terms used herein shall have the meaning set forth in the Registration Rights Agreement.

Effective March 24, 2005 (the “Effective Date”), the Company and the undersigned holders of at least 66 2/3% of the Registrable Common Stock issued and outstanding hereby agree as follows:

1. Section 1.1 of the Registration Rights Agreement is hereby amended by restating the first sentence thereof to read as follows:

Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in that certain Second Amended and Restated Stockholders’ Agreement dated as of March 24, 2005, among the Company and certain stockholders of the Company parties thereto.

2. Section 9.1 of the Registration Rights Agreement is hereby amended by inserting the following at the end thereof:

Notwithstanding anything to the contrary contained herein, any Permitted Transferee that is a charity shall not be subject to the terms of this Section 9.1.

3. Schedule A to the Registration Rights Agreement is hereby amended by adding FMR Corp., a Delaware corporation, as a Holder, and FMR. Corp. hereby agrees to become subject to the restrictions applicable to Holders under the Registration Rights Agreement.

4. Except as amended hereby, the Registration Rights Agreement shall continue in full force and effect as heretofore.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed on the Effective Date.