Exhibit 10.1

Confidential Treatment Requested

FOURTH AMENDMENT TO

TECHNOLOGY AND SERVICES AGREEMENT

This FOURTH AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT (“Fourth Amendment”) is made by and between FMR LLC (“FMR”) and Envestnet, Inc., formerly known as Envestnet Asset Management Group, Inc., (“Envestnet”) as of December 31, 2011 (the “Fourth 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 and Services Agreement”), as amended by (a) the First Amendment to Technology and Services Agreement dated as of June 26, 2008 (the “First Amendment”); (b) the Second Amendment to Technology and Services Agreement dated as of May 5, 2009 (the “Second Amendment”) and (c) the Third Amendment to Technology and Services Agreement dated as of November 16, 2009 (the “Third Amendment”; the Third Amendment, together with the First Amendment, Second Amendment and the Technology and Services Agreement, the “Agreement”). Capitalized terms not otherwise defined in this Fourth Amendment shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Parties wish to amend certain terms to the Agreement in order reflect the parties current understanding with respect to the Services and FMR’s rights with respect to the Software and Documentation.

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, as initially referenced in Section 1(a), is hereby deleted in its entirety and replaced with the new Exhibit F attached to this Fourth Amendment.

Exhibit B to the Agreement, as initially referenced in Section 1(b), is hereby deleted in its entirety and replaced with the new Exhibit B attached to this Fourth Amendment.

The fifth and sixth sentences of the second paragraph of Section 2(a) (such second paragraph commencing immediately following Section 2(a)(iv)) are hereby deleted in their entirety and replaced with the following:

“The Software includes, but is not limited to, the business dashboard, the manager console, the platform configurator, the training environment, the investment manager database, the product database, the portfolio modeling & analysis system, the trade order entry and tracking system, the private label proposal generation system, the performance reporting system, the account administration workflow system, the service request initiation/tracking system, the portfolio accounting system, the billing system, financial planning tools, trust planning or administration tools, the Software QA test suite, the data aggregation, data management and data reconciliation systems and infrastructure used to support these functions and Fidelity customizations including full integration into Streetscape, WealthCentral, AdvisorChannel, the platform commonly referred to as PI Rep Workstation and any successor platforms, and any related functionality, regardless of the electronic means of communication used for the delivery of such technology (such as the Internet, computer networks, telephone or telecommunications networks, cable television systems, web-based interactive TV, satellites, wireless devices and broadcast, or

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other mode of broadcast or transmission now known or subsequently developed). The Parties acknowledge that the foregoing list is an itemization of current, future or possible developments and may not represent Envestnet’s current Software and does not create an obligation on Envestnet to develop such Software.

Exhibit E of the Agreement, as initially referenced in Section 2(h), is hereby deleted in its entirety and replaced with the new Exhibit E attached to this Fourth Amendment.

(a) Section 2(d)(i) and (ii) are hereby deleted in their entirety and replaced with the following:

“(i) Envestnet shall provide to Fidelity, in both Source Code and Object Code form, all Software Updates and all Documentation Updates developed or acquired by Envestnet during the Support Period, as defined in this Section. For purposes of this Agreement, “Support Period” shall mean any period during which Fidelity, in its sole election, (1) purchases Technology Services (as defined in Exhibit A) for the corresponding fees described in Exhibit F; (2) provides internal Hosting Services with respect to the Software and pays Envestnet the maintenance fee (the “Maintenance Fee”), as more particularly described and defined in Exhibit F; or (3) pays Envestnet the Maintenance Fee during such time as (A) the parties continue to operate under the Existing Agreements or any successor agreement and (B) (1) the parties have transitioned advisory responsibilities as contemplated under Section 1(c) with respect to one or more Clients and (2) Fidelity continues to make the then-applicable payments to Envestnet under Exhibit F. At such time as Fidelity elects to pay the Maintenance Fee as provided under Section 2(d)(i)(3), Envestnet’s obligation under this Section shall be limited to the delivery of the Software Updates and corresponding Documentation Updates to Fidelity, and Fidelity shall be responsible for integrating such Software Updates with Fidelity’s version of the Software. If Fidelity transitions responsibilities as contemplated under Section 1(c) and is making payments of the Platform Service Fees to Envestnet under Exhibit F while simultaneously operating under any of the Existing Agreements or any successor agreement as provided under Section 2(d)(i)(3), the aggregate amount of the fees paid for all Software Updates and all Documentation Updates shall not exceed the amount of the then applicable Maintenance Fee. Envestnet shall deliver the Software Updates and Documentation Updates available to Fidelity in accordance with the release process described in Exhibit A and at the same time as such Software Updates or Documentation Updates are implemented by Envestnet on or for its own proprietary software platform or otherwise made available to any other customer of Envestnet provided, however, at such time as Fidelity is providing Hosting Services with respect to the Software, Fidelity shall be solely responsible for the timing of making such Software Updates available to its Clients.

(ii) During the Support Period, Envestnet shall correct all Software bugs and systems errors reported to Envestnet by Fidelity in accordance with the standards set forth in Exhibit B. Software Updates containing error corrections or bug fixes shall be furnished to Fidelity in accordance with Exhibit B.”

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(b) Section 2(d)(v) is hereby deleted in its entirety and replaced with the following:

“(v) Technology Services shall be provided by Envestnet so long as Fidelity pays to Envestnet the corresponding payments for such Technology Services as described in Exhibit F. Envestnet’s maintenance and support obligations shall continue even if Envestnet is not providing Platform Services to Fidelity, so long as Envestnet is continuing to provide similar maintenance services to any other customer, or is still running the Software in production mode, and Fidelity has paid the applicable Maintenance Fee and wishes to continue to receive such maintenance services.”

The first sentence of Section 2(e)(ii) is hereby deleted in its entirety and replaced with the following:

“Envestnet agrees that [***], Envestnet shall not develop for [***] the firms listed in Schedule 1, as amended by mutual agreement of the parties from time to time [***], the services listed in Schedule 2, as amended by mutual agreement of the parties from time to time. For purposes of this Agreement, Fidelity’s use of Envestnet as a “major service provider” shall mean such time as (A) Fidelity is paying Envestnet at least 75% of the Full Platform Fee, as specified in Exhibit F, for all Platform Services excluding Sales Support services; or (B) Fidelity operates as described in Section 2(d)(i)(3).”

Section 4(d) of the Agreement is hereby amended by inserting the following clause immediately following the last sentence of the Section:

“If Fidelity so elects to postpone the expiration or termination of this Agreement, upon Fidelity’s written request to Envestnet, Envestnet shall cooperate with Fidelity during the applicable transition period in effecting the orderly transfer of Platform Services to Fidelity or a third party designated by Fidelity as contemplated by this Agreement. Such transition assistance shall include, without limitation, at no additional charge to Fidelity, Envestnet shall host up to four (4) Fidelity developers for up to ninety (90) non-consecutive calendar days over a maximum period of two hundred and seventy days (270) days at Envestnet’s offices in Sunnyvale, California, or such other appropriate location as may be agreed upon by the parties, for an additional Developer Hosting Period consistent with and otherwise in accordance with the terms of Section 2(c)(i).”

The second paragraph of Section 5(a) is hereby deleted in its entirety and replaced with the following:

“To the extent that there is no basis point fee schedule for a sub-category, the Parties agree to set a basis point fee schedule for the sub-category based on the same expense and profit margin methodology that was utilized by the Parties in arriving at the Platform Service Fee structure set forth herein. During the Term of this Agreement and provided any Fidelity Company is purchasing Platform Services from Envestnet, Envestnet represents that it will not provide the Platform Services to any of its other clients at prices or fees lower than fees or with more favorable terms than provided for under this Agreement. Envestnet further agrees that Fidelity will be treated as a “Most Favored Customer” in terms of overall relationship pricing, such that the prices or fees will be the lowest overall relationship pricing offered to clients by Envestnet purchasing substantially the same set of Platform Services. The parties agree that, for the purposes of

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interpreting the foregoing, the parties shall consider, in good faith and by way of example and not as a limitation of the relevant factors, volumes, business mix, industry affiliations, and significant revenue differentials in determining whether terms offered to a client are more favorable than those extended to Fidelity at such time. If, during the Term of this Agreement, Envestnet offers arrangements with more favorable prices or terms to any other customer for the Platform Services, Envestnet shall, at the same time, extend such arrangement (i.e., combining pricing and associated terms) to Fidelity and Fidelity may elect to avail itself of such arrangement or retain the current pricing and associated terms as provided for in this Agreement.”

Section 8(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Each Party acknowledges that as a financial institution, the other Party may be subject to certain laws and regulations regarding the privacy and protection of any Personal Information (as defined in Section 9 below), and that any receipt or use of such Personal Information by either Party may also be subject to compliance with such laws and regulations. Notwithstanding the provisions of Sections 8(a) and 8(b) above, information that represents Personal Information of a Client, any personnel of an Intermediary or any personnel of Fidelity shall always be considered to be Confidential Information of Fidelity. If and to the extent Envestnet receives, stores, maintains, processes or otherwise has access to Personal Information related to a Client, an Intermediary or Fidelity, regardless of whether such access is pursuant to or in conjunction with the provision of services under the terms of this Agreement or the Existing Agreements, Envestnet will (i) comply with all laws, rules and regulations applicable to such activities, and (ii) implement and maintain appropriate security measures to protect such Personal Information consistent with all applicable laws, rules and regulations, including without limitation, the “Standards for The Protection of Personal Information of Residents of the Commonwealth” as issued by the Massachusetts Office of Consumer Affairs and Business Regulation Standards. In addition, Envestnet will comply with all of FMR’s standards, procedures, and guidelines for service providers that relate to privacy, information protection, and data and systems security for which Envestnet has been provided a copy of such standard, procedure or guideline (collectively, the “FMR Service Provider Data Security Standards”). All costs incurred by Envestnet associated with establishing and maintaining the requirements set forth in Exhibit E or FMR Service Provider Data Security Standards shall be the responsibility of Envestnet. However, in the event Envestnet has to bear material additional costs to comply with any amendment to the requirements set forth in Exhibit E or FMR Service Provider Data Security Standards, the parties shall meet to discuss in good faith the situation. The discussions will allow Fidelity to explain the amended requirement to Envestnet, for Envestnet to raise any concerns Envestnet may have with complying with the amended requirement and for the parties to discuss whether Fidelity should reimburse Envestnet for all or a portion of such costs other than those to be incurred in connection with any data security requirements mandated by applicable law or regulation or generally adopted by the financial services industry. If the parties agree that Fidelity shall reimburse Envestnet for all or a portion of such costs, such agreement will be documented in a written document (such as an amendment to this Agreement) signed by the parties.”

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This Fourth 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 Fourth Amendment, the Agreement shall continue unchanged and in full force and effect according to its terms. This Fourth Amendment may not be altered, amended, or modified except by a written instrument signed by an authorized representative of each Party.

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

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Schedule 1

Competitors

*the parties acknowledge that Envestnet is able to service the [***                             ] of [***                    ].

* the parties acknowledge that Envestnet services the [***                             ] for [***                                 ].

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 2

Envestnet shall not develop [***                                                                          ] substantially similar to that described herein or in the Existing Agreements. For illustrative purposes only, and without in any way limiting the provisions of this Schedule 2 or Section 2(e)(ii), [***                                                          ]:

[***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   ]

At Envestnet’s request, Fidelity will in good faith consider exceptions to this prohibition to providing services and/or products to Competitors, taking into account the anticipated relative short-term and long-term effects on the Parties.

Notwithstanding the foregoing, Envestnet shall not be deemed to be in breach of Section 2(e)(ii) with respect to (1) any services or platforms provided to, or developed or in development for, a Competitor pursuant to any agreement with such Competitor executed prior to the effective date of the FBS Agreement, (2) the implementation of code or Software acquired by Envestnet, or (3) the provision of products and/or services to directly to Competitors’ customers (e.g., broker/dealer correspondents or registered investment advisors), including the creation of customizations for the integration of Envestnet’s platform with such customer’s platform.

In addition, nothing in this Agreement shall prevent Envestnet from allowing a Competitor to provide custody and brokerage services to clients, including independent broker/dealers or registered investment advisors of Envestnet’s other clients provided that such Competitor is not directly selling Envestnet services to such clients.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXHIBIT B

EXHIBIT B: HOSTING, OPERATIONAL, MAINTENANCE AND REPAIR STANDARDS

This Hosting, Operational, Maintenance and Repair Standards Service Level Agreement (“SLA”) sets forth certain procedural guidelines and expectations regarding the provision of the Services. This document will provide information on the roles and responsibilities of all of the parties involved, assuming general expectations are available and working. The SLA is separated into two general categories: (1) Hosting and Technology Service Levels; and (2) Operational Service Levels. In the event of a conflict between this SLA and the Agreement, the terms and conditions of the Agreement shall govern. All material changes shall be mutually agreed to in writing by the parties.

The SLA shall apply to the Services regardless of whether the parties are operating pursuant to the Existing Agreements, the Agreement or any successor agreement. In the event a [***] (as defined in Section 1.B(4) below) is due Fidelity and Envestnet is providing services primarily under the Existing Agreements, the [***] may be applied against any amounts due to Envestnet pursuant to the Existing Agreements or the Agreement, which allocation may be at Fidelity’s election. If no such amounts are due, Fidelity may request payment of the [***], which Envestnet agrees to pay within thirty (30) days of such request.

In calculating Envestnet’s conformance with the Hosting and Technology Service Levels, Envestnet will be excused from meeting a Hosting and Technology Service Level in circumstances that constitute a Force Majeure event.

1. Envestnet shall host and operate the Software on Envestnet’s computer hardware physically situated at a “Tier 4” co-location facility operated and maintained by duly qualified co-location provider meeting commercially reasonable standards for such facilities (the “Co-location Provider”), which Co-location Provider is currently Centurylink, Inc. (f/k/a Qwest), located in Illinois and Denver. Envestnet shall set up and maintain a sufficient number of computer servers as is required for the Software to meet the performance specifications and service levels set forth in this Exhibit.

2. Envestnet shall not subcontract, outsource or delegate to any third party any aspect of Envestnet’s hosting, operation and maintenance of the Software (including, without limitation, customer support for users of the Software). Notwithstanding the foregoing, Envestnet may maintain its current co-location arrangement, and Envestnet may not change Co-location Providers or the location of its production environment, without, in each case, the prior written notice of Fidelity.

1. Definitions.

(a) “Business Day” shall mean a day on which the New York Stock Exchange is scheduled to be open for trading.

(b) “Non-Prime Hours” shall mean collectively (i) during a Business Day, the time periods from 12:00 am Eastern Time to 7:59 am Eastern Time and from 8:01 pm Eastern Time to 11:59 pm Eastern Time, and (ii) during any day that is not a Business Day, the time period from 12:00 am Eastern Time to 11:59 pm Eastern Time. Non-Prime Hours shall not include any downtime for scheduled maintenance during the maintenance windows described in Section I below (Systems and Application Maintenance Overview).

(c) “Prime Hours” shall mean the time period from 8:00 am Eastern Time to 8:00 pm Eastern Time during a Business Day.

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2. System Availability.

The target availability for the Software is (i) 98.5% during Prime Hours and (ii) 98.5% during Non-Prime Hours.

Availability will be monitored by Envestnet, the Co-location Provider or by another comparable service mutually agreed upon by Envestnet and Fidelity. In addition, if a transition of the Platform Services has occurred pursuant to Section 1(c), Fidelity shall have the right to perform the monitoring of the availability of the Software in lieu of such party or such other comparable service performing such activity for such Platform Services, provided however that no such monitoring which requires access behind Envestnet’s firewall shall occur without Envestnet’s prior written consent. Availability shall be calculated on a monthly basis (calendar month) for determining whether the availability targets have been met.

Envestnet will monitor the single log-on transaction request from the demarcation point at Envestnet to the log-on authorization that is passed back to Fidelity. The demarcation point for calculating site availability is from the Envestnet internal network interface at the production facility and includes all production devices configured on the network. Site availability is not calculated beyond this point.

3. Response Time.

(a) Average response time shall be calculated on a monthly basis (calendar month) by Envestnet for determining whether the response time targets have been met.

(b) Envestnet utilizes a third-party service (currently Keynote Systems, Inc), to track and rate the download time performance of the Platform Services (the “System Response Time”). The System Response Time per quarter will be [***] of the KB40 Index on a quarterly average. The KB(40) Index is computed by measuring and then averaging the performance of 40 leading websites spread across different business sectors, to provide an indicator of "typical" Internet performance for the business user. The foregoing does not include scheduled maintenance periods.

(c) In addition, if a transition of the Platform Services has occurred pursuant to Section 1(c) of the Agreement, Fidelity shall have the right to perform the monitoring of the response time of the Software for such Platform Services in lieu of Envestnet or a third party performing such activity, subject to Envestnet’s approval of the methodology of such monitoring. If a transition of the Platform Services has occurred pursuant to Section 1(c), the parties agree that the System Response Time measurement shall follow the measurement set forth below for the provision of such Platform Services:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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4. Failure to Meet Targets.

(a) For the purposes of this SLA, a “Technology SLA Failure” shall have occurred if any of the following occur with regard to the Software for any given calendar month:

(i) the availability of the Software during Prime Hours is less than the target availability; or

(ii) the average of (1) the availability of the Software during Prime Hours and (2) the availability of the Software during Non-Prime Hours is less than 98.5%; or

(iii) the average response time is greater than the target average response time that has been mutually agreed upon by Envestnet and Fidelity.

On a monthly basis, Envestnet will capture business activity to determine whether a Technology SLA Failure has occurred.

(b) [***                                                                                                                                                                                                    ] (as further defined in a certain letter agreement by and between Fidelity and Envestnet dated as of the Fourth Amendment Effective Date) assessed for the month or months of the violation occurring in that quarter.

The total associated monthly percentage of the [***] pursuant to any Hosting and Technology Service Levels and/or Operational SLA Failures for any individual quarter is capped at [***] of the Admin Fee for that month.

The [***] pertaining to system availability is calculated as follows:

For the purpose of determining System Availability, unavailability shall include time that the Software is unavailable to Fidelity or Advisors due to errors that make the site inoperable. For purposes of determining the [***], System Availability is measured on a monthly basis.

System unavailability is calculated from the time the system becomes functionally inoperable until such time that functionality has been restored.

(c) [***                                                                                                                                                                                                    ] the parties agree as follows:

(i) [***                                                                             ] multiplied by the aggregate net Platform Services Fee payments charged (or due to be charged) by Envestnet to Fidelity pursuant to the Agreement (per the fee payment schedule described on Exhibit F attached hereto) for such calendar quarter. For clarity, the free credit percentages in this section apply only to the net Platform Services Fees payable by Fidelity and not the software license component.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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(ii) Where an SLA Failure that occurred was the result of Envestnet failing to meet either or both of the targets relating to the availability of the Software, the [***                                                                                                                                                 ] (the “Calendar Quarter Availability”). For the purposes of the calculation described in the previous sentence, the availability of the Software for a particular month shall be the lower of (a) the availability of the Software during Prime Hours for that month, and (b) the average of (i) the availability of the Software during Prime Hours for that month, and (ii) the availability of the Software during Non-Prime Hours for that month. For example, if the availability of the Software during Prime Hours for each of January, February and March is 97.5%, 92% and 94% respectively, and the availability of the Software during Non-Prime Hours for each of January, February and March is 99%, 88% and 96% respectively, then for the purposes of calculating the [***], the system availability for each of January, February and March shall be 97.5% (the availability during Prime Hours for January), 90.0% (the average of the availability during Prime Hours and Non-Prime Hours during February) and 94.0% (the availability during Prime Hours for March).

[***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             ]

For the purpose of determining System Availability, unavailability shall include time that the Software is unavailable to Fidelity or Advisors due to errors that make the site inoperable. For purposes of determining the [***], System Availability is measured on a monthly basis and [***] are calculated on a calendar quarter basis.

System unavailability is calculated from the time the system becomes functionally inoperable until such time that functionality has been restored.

The [***] for the system response time shall be added to the [***] for the system availability for the purposes of determining the overall Service Level Credit Percentage to be used in calculating the [***] for a particular calendar quarter.

Within fifteen (15) days after the end of each calendar quarter (or if Fidelity is performing the monitoring of the availability and response time for the Software, within fifteen (15) days of Envestnet’s receipt of the applicable report(s) from Fidelity showing the availability and response time measurements for each of the three calendar months of the previous calendar quarter), Envestnet shall deliver to Fidelity a report showing the system availability (calculated as described above) and system response time (calculated in accordance with the procedures to be developed by the parties as described above) for each of the three months within the previous calendar quarter and the calculation of the applicable [***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              ]

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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The following shall be provided by Envestnet at no additional charge to Fidelity or any Advisor:

1. Envestnet shall maintain the Software such that any enhancements of the features or functionality of the Software, or new features or functionality added to the Software, are promptly incorporated into the Software. Fidelity may elect to not have such enhancements or new features or functionality incorporated into the Software.

2. Envestnet shall not make any change to the Software that would require, or is reasonably likely to require, any change to Fidelity’s Streetscape application or any other software or system used by Fidelity without, in each case, obtaining the prior written consent of Fidelity and coordinating the implementation of such change to the Software with Fidelity.

3. Envestnet shall maintain the Software to conform to all applicable legislative and regulatory requirements.

4. Envestnet shall ensure that the Software supports the following browsers on the following platforms:

(a) the then-current version of Microsoft Internet Explorer and each of the two (2) preceding versions; and

(b) the then-current version of any other generally available browser that is compliant with W3C standards applicable to web browsers, and each of the two (2) preceding versions (provided that such version is also compliant with such W3C standards).

5. During the hours of 7:00 A.M. Central time to 7:00 P.M. Central time each Business Day, Envestnet shall make available to Fidelity service representatives, located at Envestnet’s Chicago offices, to handle Fidelity’s requests for support and service, such as:

(a) receiving reports of problems with the Software; and

(b) coordinating Fidelity’s access to Envestnet’s application and website support specialists for assistance in problem determination and error correction activities.

6. Envestnet shall provide Fidelity with the contact information for designated personnel of Envestnet who will handle Fidelity’s report of problems with the Software during hours outside of the time period specified in Section 4 above. Such contact information will include (i) where appropriate, pager numbers and/or cell phone numbers of the designated personnel, and (ii) an escalation process which Fidelity can use in the event the designated contact does not respond to Fidelity telephone calls and/or messages via pager.

7. Envestnet will respond to Fidelity’s report of problems with Software in accordance with the time periods set forth below. In each case, Fidelity shall have the right to specify the Severity level condition based upon its assessment of the current and/or potential impact to Fidelity’s business. No further severity level analysis is required by Envestnet.

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8. Envestnet will provide Fidelity with an initial incident report (in writing or via email) within one Business Day of a reported Critical or Major incident. Envestnet will provide Fidelity with a completed incident report (in writing or via email) within one Business Day after resolution of a Critical and Major incident.

Envestnet contracts with a “Co-location Provider,” defined as Tier 4 third-party provider of server space, power, light, air conditioning, and physical security.

Envestnet currently has selected Centurylink as its primary Co-location Provider and hosting partner. Centurylink was selected based upon their ability to provide enterprise level services. The primary production environment used to deploy the Software is located in the Chicago area Centurylink facility.

Centurylink provides 7x24 manned security operations at their facilities. They require card key access as well as biometric verification before admittance to the facility.

Data communications infrastructure is provided by our Co-location Provider. The Co-location Provider has, and will maintain, dedicated, redundant telecommunications infrastructure in the event there is failure on one of the provider circuits.

Enterprise Network Monitoring is provided by our Co-location Provider. The Co-location Provider monitors the health and condition of servers and the applications running on those servers is monitored and email/pager alerts of abnormal conditions are sent to Envestnet staff.

In addition, other software tools may also be employed by Envestnet to monitor and pro-actively alert staff to potential problems that could affect availability of services and site performance.

Envestnet uses external monitoring services provided by Keynote Systems (http://www.keynote.com) to monitor certain performance and availability characteristics of the Software. Envestnet and Keynote Systems, Inc. validate and ensure site connectivity and a favorable end-user experience for users of the Software. This Keynote service provides discrete site measurement and aggregated comparisons to other sites using the same service. Envestnet shall provide Fidelity with copies of all reports relating to the availability and response time of the Software that Keynote Systems provides to Envestnet.

The preservation of client information is built on two guiding principles: data protection with copies of information distributed in multiple locations, and high-availability through redundancy.

The production environment for the Software uses fault-tolerant computer systems and RAID 5 and Raid 10 storage systems to minimize interruptions due to hardware failures.

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Envestnet provides redundancy at the primary facility using [***] as well as multiple load balanced web and application servers. For disaster recovery purposes, [***]The server hardware configured is mirrored in the offsite location as well.

These environments are tested routinely by Envestnet during extended hardware and systems maintenance windows by moving production off-hours between the discrete computer system environments.

Envestnet maintains its own DNS servers on multiple, different network segments allowing flexibility in directing the production environments between different logical or physical locations.

Data in the production environment is protected by multiple backups using multiple methods to ensure data integrity.

In addition to the site-to-site data replication between primary and secondary data centers, Envestnet performs full, complete onsite data backups nights in the primary location. Additionally, electronic vaulting in near real-time is performed on an ongoing basis of all data and is sent electronically to [***], an offsite facility, and each copy of the complete data is kept for various retention periods, the longest being seven years.

In summary, Envestnet provides multiple systems environments in multiple locations. Data backup is achieved by data synchronization in multiple systems environment, by disk-to-disk backup and finally by electronic vaulting to a 3rd party service provider.

Standard Maintenance: in order to facilitate changes, enhancements or improvements to the hardware, systems and application environment, Envestnet allocates the following scheduled times: (i) a nightly window beginning at 8:00 pm Eastern time through 3:00 am Eastern Time where a patches may be applied during a short interval of a few minutes; and (ii) a quarterly scheduled maintenance window beginning at 3:00 pm Eastern time on Saturday through 9:00 am Eastern time on the immediately following Sunday. Note: these maintenance windows are not always used, but Envestnet Asset Management reserves these times for scheduled maintenance.

Envestnet will notify Fidelity at least one week in advance of any quarterly scheduled maintenance activities within such maintenance windows. Envestnet will not notify users of the Software of planned outages for quarterly scheduled maintenance. During any period in which the Software is not available due to maintenance activities, Envestnet shall take such steps as are necessary so that when a Streetscape user attempts to access the Software, such user will see a screen indicating the Software is not available. If a transition of the Platform Services has occurred pursuant to Section 1(c), the text and design of such message shall be subject to Fidelity’s review and approval for such Platform Services. In addition, Envestnet will to the extent possible use the same or similar message in the event the Software is unavailable due to any other reason.

If a transition of the Platform Services has occurred pursuant to Section 1(c), the parties agree that, at Fidelity’s election, the Systems and Application Maintenance Overview Section shall follow the measurement originally outlined in Exhibit B of the Technology and Services Agreement for the provision of Platform Services.

Envestnet’s Client Services Group (“CSG”) in Chicago maintains a staff of highly skilled individuals who are equipped with tools to answer questions regarding all aspects of the operation of the Software.

In matters where additional resources are required to resolve client issues, Client Services Representatives use service tracking software tools to manage requests for action by other departments within Envestnet’s organization.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Client Services Representatives will escalate an issue to the manager of the appropriate departments and will utilize the Client Services Manager to resolve any issue under the timelines and terms below.

Severity 1 and 2 situations that cannot be resolved by Envestnet’s Level 1 customer support will be escalated to Envestnet’s Level 2 customer support within fifteen (15) minutes, or be immediately escalated to Level 2 customer support if requested by Fidelity. If resolution has not been achieved by the initial Incident Updates scheduled for Severity 1 (1 hour) and Severity 2 (2 hours) issues, these situations will be escalated to Envestnet’s Level 3 customer support to coordinate continued resolution efforts and reporting back to Fidelity. For situations other than Severity 1, 2 or 3 incidents, Envestnet’s standard policy is to provide same-day response to all client inquiries whenever possible.

Standard Escalation Process:

Level I: Client Service Representative

Level II: Client Services Manager

Level III: Senior Management of Envestnet

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In calculating Envestnet’s conformance with the Operational Service Levels, Envestnet will be excused from meeting the Operational Service Level Agreement in instances where: (1) any other party has caused delays by submitting information outside of the agreed-upon timeframes; (2) performance within the stated standard is rendered impossible due to failure to perform by a third party (including account being NIGO) except in the case of third party sub advisors and other service providers introduced by Envestnet; (3) circumstances or events arise that constitute Force Majeure or (4) a Disaster Recovery event has occurred.

Operating Standards

Definition: A daily review of the cash and security inflows and outflows transacted on the Envestnet Platform (the “UMP”) with the purpose of maintaining adequate cash targets in each product type and according to parameter exceptions.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Operating Standards

For MFW, drift can be set on each model position. The platform default for drift on new positions is 3%. The money manager has the option to update the drift value on each model position by clicking on “Change Drift” under the “Model Actions” hyperlink.

The drift value is an absolute value and the drift parameter is calculated as “position target” +\- “drift”. For example, if a position’s target is 5% and drift is set at 2%, then the drift parameter is calculated as 3% - 7% or 5% +\- 2%. A position will be allowed to move within 3% and 7% without being considered as “out of drift”. The drift parameter is an important component of each rebalancing operation on an account. The Rebalancer will first consider positions that are outside of drift parameter when recommending trades.

Example of a Raise Cash request: the Rebalancer will trigger a “sell only” rebalance. When considering positions to sell, the Rebalancer will first consider the most over-weighted and outside of drift parameter position to sell. If this one trade is not sufficient to raise enough cash, then the second most out of weight position will be considered and so on. Trades generated will also be calculated so that the position will remain within drift parameter after the trade. Therefore, depending on model set up and amount of cash needed, the Rebalancer may generate only one trade and bring the position to the lower end of the drift parameter.

Wider drift values mean that fewer trades will be executed when the Rebalancer needs to raise or invest cash. However, tight drifts mean more trades for each rebalancing operation; tight drifts mean that more positions are likely to be outside of drift parameter and be considered to trade.

It is important to consider drift when setting up the model. Drift values that are larger than a position’s target mean that the lower end of the drift parameter is 0% (e.g.: target of 2% with a drift of 5%; drift parameter is 0% - 7%). A 0% lower end of the drift parameter means to the Rebalancer that it’s acceptable to not hold this ticker. Therefore, if the Rebalancer is raising cash, it may do so with one trade by fully liquidating this one position.

For Separate Account models, drift is a hard coded value on the platform. It is a relative value and is “33% of the position’s target with a maximum of 3%”.

Examples:

Position target is 20%, drift is +\- 3% (20% * 33% = 6.6% but maximum drift value is 3%). The drift parameter for this position is then 17% - 23%.

For SMA sleeves: drift rules for this sleeve’s model positions is the same as the Separate Account sleeve: 33% of the model position’s target with a maximum of 3%.

For MF \ETF sleeves: drift rules for these tickers will be what is set at the UMA or MMA overlay level. Just like in the case of the MF Wrap (FSP) models, the drift is an absolute value.

To achieve a rebalance as close to target as possible, the following actions are required:

By using the lowest possible drift value of 0.5% on each model position, the Rebalancer will generate a trade for all model positions to bring them closer to target. With the tight drift value, all accounts will most likely hold these model positions outside of drift parameter and, thus, will require the Rebalancer to consider all model positions to trade.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Operating Standards

Footnotes:

Open Registration: New Account investment. This SR is generated automatically within the proposal “Promote to IGO” process.

Footnotes:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Confidential Treatment Requested

Raise Cash: This request will raise cash on a registration.

Footnotes:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Systematic Withdrawals: This request will generate recurring monthly/quarterly/yearly raise cash instructions on a registration. The instructions will be generated 15 days prior to the specified day of each month/quarter/year.

Footnote:

Note: A Re-registration request may not require trades in the account once the registration is established; trades are at the discretion of the portfolio trader.

Re-Registration: This request supports the change in registration ownership. It terminates the existing account(s), SWIP’s and ownership information and adds new account(s) and ownership information. It will not perform any buying and/or selling of security transactions. Such trading request must be processed through a separate Service Request.

Footnotes:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Rebalance Registration: This request allows an advisor to instruct the platform to rebalance allocations amongst multiple accounts within a registration.

Note: The rebalance operation raises cash from investments that are over their target allocation, and invests the cash in investments that are below target so that the goal is strictly aligned to the original investment selection.

Footnotes:

Harvest Gains or Losses: This request allows an advisor to specify instruction for long-term or short-term gains/losses on accounts within the taxable registration. Execution of a tax harvest instruction involves selling appropriate securities, and then buying these securities back. Positions that are sold at a loss will be bought back after a 30 day wash period.

Footnotes:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Invest Contribution: This request will invest new contributions across a registration with a master account. The operation will distribute the cash to better align each investment with its target allocation. If there is additional funding that goes directly to a manager and not the master, Envestnet is not responsible for verifying if the funding is in good order. That money will automatically be available to the portfolio manager as s/he sees fit.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Confidential Treatment Requested

Change SIS: This request is used when a fee is to be changed, when the target allocations for an investment are to be changed, manager selection is changed, a new investment is being added to the registration, or an existing investment is being removed from the registration. This request will create a new proposal for the registration with the current investment selections, and allow you to modify the investment using the proposal tool. Once you have made all the necessary changes, create a new SIS for the registration and then submit the request.

Footnotes:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Terminate/Liquidate: This request will terminate the investment management of all accounts in the registration/goal. If any account(s) in the registration/goal need to be liquidated, please select the liquidation option for those accounts before submitting SR.

Note: Liquidate requests for Fixed Income accounts may take longer if a market is not readily available, and in these cases, the SLA will not apply.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Operating Standards

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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SERVICE LEVEL: ICS SUPPORT GROUP & Advisory Services Group

SERVICE METRIC

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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MAS&MAR - DEPLOYMENT SLAs

For the purpose of Section 2 of this SLA, a Business Day consists of 8 hours and starts at 9am Eastern Time (ET). Processing time for tasks is measured only during business hours.

The “Expected Resolution Time” starts upon receipt by Envestnet of any necessary information from either Advisor/Correspondent or Fidelity “In Good Order” and completion of task is measured at the point that the information is loaded by Envestnet correctly.

Expected Resolution Time does not include time for the B/D and/or RIA to do their tasks.

Envestnet and Fidelity agree to periodically review and assess these SLA’s on at least an annual basis. SLA’s are subject to change as a result of such reviews.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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An “Operational SLA Failure” shall have occurred if Envestnet fails to attain one or more of the service metric (“SLA Criteria”) with respect to any of the Operational SLAs with respect to any operational tasks (the “SLA Activities”, as defined further below) set forth in Section 2 of this SLA for any given[***]. On a[***]basis, Envestnet will capture business activity to determine whether an Operational SLA Failure has occurred. In the Envestnet SLA Quarterly Management Report, the following will be tracked[***]: SLA Activities (below list), SLA Criteria, number of activities attempted, number of activities that failed to meet the SLA Criteria,

If a [***] activity does not meet the SLA’s Criteria, then that SLA Activities’ associated [***]percentage of the [***] will be assessed for the [***] of the violation occurring in that quarter. [***                                                                                                      ].

If a transition of the Platform Services has occurred pursuant to Section 1(c), the parties agree that the “Metric” listed for the Operational SLAs will remain the same as stated herein and the [***] for an Operational SLA Failure will be the percentage set forth below under “[***]” and applied to an “Assumed Admin Fee.” For purposes of this calculation, the Assumed Admin Fee shall mean the Admin Fee that would have been paid to Fidelity had the asset levels been serviced under the Existing Agreements.

Provided however:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Confidential Treatment Requested

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Institutional Client Service Support Team:

National Financial Services Operations Team:

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EXHIBIT E

SECURITY REQUIREMENTS SCHEDULE

1. Introduction. This Security Requirements Schedule (this “Schedule”) establishes the basic requirements for Envestnet’s information security, as needed to ensure the confidentiality, availability and integrity of Fidelity Confidential Information. Envestnet shall comply with these requirements throughout Envestnet’s performance of Platform Services under this Agreement or the provision of services pursuant to the Existing Agreements.

2. Terminology. As used in this Schedule, each of the following terms (whether used with initial upper case or in all lower case) shall have the corresponding meaning set forth below. Each other capitalized term used herein but not defined herein shall have the meaning ascribed to it in this Agreement.

2.1. Contractor means a subcontractor, independent contractor, service provider or agent of Envestnet that stores, processes, handles or has access to any Fidelity Confidential Information (regardless of whether such subcontractor, independent contractor, service provider or agent is located within or outside of the United States).

2.2. Fidelity Sensitive Information means any Fidelity Confidential Information that is Personal Information, health care information, financial information or investment holdings information.

2.3. Encryption means the reversible transformation of data from the original (plaintext) to a obfuscated format (ciphertext) as a mechanism for protecting the information’s confidentiality, integrity and/or authenticity. Encryption requires an encryption algorithm and one or more encryption keys.

2.4. Store means to store, archive, back-up and/or perform any similar activities.

3. Security Reviews. Envestnet shall provide Fidelity the right to review Envestnet’s security controls annually for the entire period that Envestnet processes, stores or otherwise has access to Fidelity Confidential Information. Envestnet will use commercially reasonable efforts to promptly (but in no event later than sixty (60) days after receiving Fidelity’s request to schedule and perform such review) schedule such review for a mutually agreeable date. Envestnet shall provide Fidelity with access to Envestnet’s policies, procedures and other relevant documentation and to Envestnet’s Personnel as reasonably necessary to facilitate such reviews. During such review, Envestnet shall provide Fidelity with access to independent audit reports (relevant to the products and/or services being provided to Fidelity and/or the activities conducted by Envestnet pursuant to this Agreement) that have been performed on Envestnet, such as an SSAE 16 Type II (SAS 70 Type II) audit or SysTrust certification. If any issues are found during Fidelity’s review of Envestnet’s security controls, Envestnet and Fidelity shall met and mutually agree on a remediation plan with Fidelity within thirty (30) days following the completion of such review. Envestnet shall remediate each such issue in a timely manner in accordance with a remediation schedule agreed to by the parties.

4. Specific Security Requirements.

4.1. Security Policy. Envestnet shall maintain a comprehensive set of written security policies and procedures which cover, at a minimum:

(i) Envestnet’s commitment to information security;

(ii) information classification, labeling, and handling, and such policies and procedures related to information handling must describe the permissible methods for information transmission, storage, and destruction and such methods must be no less protective than those set forth in the Fidelity Supplier Information Protection Guidelines set forth below;

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(iii) acceptable use of Envestnet’s assets, including computing systems, networks, and messaging;

(iv) information security incident management, including data breach notification and collection of evidence procedures;

(v) authentication rules for the format, content and usage of passwords for end users, administrators, and systems;

(vi) access controls, including periodic reviews of access rights;

(vii) logging and monitoring of Envestnet’s production environment, including logging and monitoring of physical and logical access to Envestnet’s networks and systems that process or store Fidelity Confidential Information;

(viii) disciplinary measures for Personnel who fail to comply with such policies and procedures; and

(ix) the topics described in the remainder of this Section 4 in a manner consistent with the applicable requirements for such topics as set forth in this Section 4.

4.2. Responsibility for Envestnet’s Information Security Program. Envestnet shall maintain an information security responsibility, with staff designated to maintain Envestnet’s information security program and to perform information security and information risk management.

4.3. Audits, Review and Monitoring of Envestnet’s Information Security Program. Envestnet shall cause an independent third party to conduct an audit of Envestnet’s information security policies, practices and controls. Such audit shall be an SSAE 16 Type II audit, ISO 27001 certification, or other audit comparable to either of the foregoing, and shall be conducted at least once each year. Such audit shall include a review of logical and physical security controls and shall cover all locations and processes used by Envestnet in support of Envestnet’s business relationship(s) with Fidelity and Fidelity Affiliates (including providing products and/or services to Fidelity and Fidelity Affiliates). Upon request by Fidelity, Envestnet will provide Fidelity with documentation describing the audit processes and overall results. In addition, Envestnet shall regularly monitor and review Envestnet’s information security program to ensure safeguards are appropriate to limit risks to Fidelity Confidential Information.

4.4. Asset and Information Management. Envestnet shall:

(i) maintain an inventory of all Fidelity Confidential Information that Envestnet processes or stores;

(ii) maintain an inventory of physical computing and software assets Envestnet uses in the performance of its activities under this Agreement; and

(iii) follow the Fidelity Supplier Information Protection Guidelines (set forth below) when handling, processing and storing Fidelity Confidential Information.

4.5. Physical and Environmental Security. Envestnet shall:

(i) restrict entry to Envestnet’s area(s) where Fidelity Confidential Information is stored, accessed, or processed solely to Envestnet’s personnel authorized for such access;

(ii) implement reasonable best practices for infrastructure systems, including fire extinguishing, cooling, and power, emergency systems, and employee safety;

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(iii) provide physical entry controls for all areas where Fidelity Confidential Information is stored, accessed, or processed that are commensurate with the sensitivity of the Fidelity Confidential Information; each of Envestnet’s personnel accessing these areas must employ one or more unique, individually identifiable entry controls (such as card keys) that provide an audit trail of each entry; and all visitors who enter these areas must be logged and escorted by one of Envestnet’s personnel who are authorized to access such area; and

(iv) regularly monitor areas where Fidelity Confidential Information is handled, stored and/or processed, such as with cameras, guards, and/or entry logs.

4.6. Employee-related Matters. Envestnet shall:

(i) Perform credit and criminal background checks on all new Envestnet personnel (including Contractors) that has access to Fidelity Confidential Information, except to the extent limited or prohibited by applicable laws; such background checks must be performed prior to allowing such individual to access Fidelity Confidential Information; and Envestnet shall not allow any individual who does not have a satisfactory background check to access Fidelity Confidential Information;

(ii) train its new personnel (including Contractors) on the acceptable use and handling of Envestnet’s confidential information and confidential information of other companies that has been entrusted to Envestnet (such as Fidelity Confidential Information);

(iii) provide annual security education refreshers for its personnel (including Contractors) and maintain a record of personnel that completed such education; and

(iv) implement a formal user registration and de-registration procedure for granting and revoking access to Envestnet’s information systems and services; and upon termination of any of Envestnet’s personnel (including Contractors), Envestnet shall revoke such individual’s access to Fidelity Confidential Information [***                                                                                      ] following termination of such individual.

4.7. Communications and Operations. Envestnet shall:

(i) perform regular backups sufficient to restore services to Fidelity within the agreed upon recovery times (or, if no specific recovery times have been agreed to by the parties, within a commercially reasonable period of time);

(ii) encrypt all backup media containing Fidelity Confidential Information in accordance with the Fidelity Supplier Information Protection Guidelines set forth below;

(III) NOT DO (OR ALLOW ANY CONTRACTOR TO DO) ANY OF THE FOLLOWING WITHOUT, IN EACH CASE, OBTAINING THE PRIOR WRITTEN CONSENT OF FIDELITY: (A) STORE OR REPLICATE ANY FIDELITY CONFIDENTIAL INFORMATION OUTSIDE OF ENVESTNET’S PREMISES (FIDELITY ACKNOWLEDGES THAT ENVESTNET UTILIZES THE ARCHIVING STORAGE PROVIDER, IRON MOUNTAIN, INC. AND CENTURYLINK, INC. (F/K/A QWEST) AS A HOSTING FACILITY), (B) TRANSMIT, TRANSFER OR PROVIDE ANY FIDELITY CONFIDENTIAL INFORMATION TO ANY THIRD PARTY, OR (C) PROVIDE ANY THIRD PARTY WITH ACCESS TO ANY FIDELITY CONFIDENTIAL INFORMATION;

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iv) Notwithstanding the preceding clause (iii), in no event shall Envestnet do (or allow any Contractor to do) any of the following: (a) store or replicate any Fidelity Confidential Information outside of the United States, (b) transmit, transfer or provide any Fidelity Confidential Information to any third party (including any Contractor) located outside of the United States, or (c) provide any third party (including any Contractor) located outside of the United States with access to any Fidelity Confidential Information. Fidelity acknowledges that Envestnet utilizes a business location in Bhadra Tower, Cotton Hill Road, Vazhuthacaud, Trivandrum, Kerala 695014 India (the “India Location”), which is owned and operated by Envestnet’s wholly owned subsidiary (the “India Subsidiary”), to provide the Platform Services. Without limiting the applicability or general scope of the provisions of this Schedule, Envestnet states that it has implemented and regularly evaluates the effectiveness of security precautions at the India Location to ensure the confidentiality, availability and integrity of Fidelity Confidential Information, including the control of materials and information that can be removed from the India Location by Personnel. [***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             ]. Envestnet shall promptly notify Fidelity if the Services are provided from the Secondary India Location. None of the restrictions set forth in this clause (iv) may be waived or consented to by Fidelity in any manner other than in the form of a written amendment to this Agreement that is set signed by an authorized signatory for Envestnet and Fidelity;

(v) if any activities described in the previous clauses (iii) and (iv) are approved by Fidelity, maintain an inventory of the third parties and/or locations outside of Envestnet’s premises that store or replicate any Fidelity Confidential Information, the third parties that receive or receive access to Fidelity Confidential Information, the purpose for storing, replicating, providing or providing access to such Fidelity Confidential Information, the manner in which such Fidelity Confidential Information was transmitted or otherwise provided to such third party, the transmission and encryption/protection method or protocol (where applicable) used in transmitting or otherwise providing such Fidelity Confidential Information, a description of the Fidelity Confidential Information that was transmitted or otherwise provided to such third party, the name of the Fidelity employee that approved such arrangement and the date such approval was obtained;

(vi) when erasing or destroying Fidelity Confidential Information, employ data destruction procedures that meet or exceed the Department of Defense Standard for Secure Data Sanitization (DOD 5220.22M);

(vii) follow the Fidelity Supplier Information Protection Guidelines set forth below, including those pertaining to encryption, when transmitting or transporting Fidelity Confidential Information;

(viii) use hard drive encryption for all laptops on which any Fidelity Confidential Information is stored or that are used by Envestnet’s personnel to access any Fidelity Confidential Information, and such encryption shall be in accordance with the Fidelity Supplier Information Protection Guidelines set forth below;

(ix) maintain up to date malware detection and prevention on Envestnet’s servers and/or end user platforms, including virtual machine implementations, that transmit, access, process or store Fidelity Confidential Information;

(x) maintain a hardened Internet perimeter and secure infrastructure using firewalls, antivirus, anti-malware, intrusion prevention/detection systems, and other protection technologies as is commercially reasonable;

(xi) implement regular patch management and system maintenance for all of Envestnet’s systems including virtual machine implementations, that transmit, access, process or store Fidelity Confidential Information;

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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(xii) for production environments that make use of virtualized infrastructure to transmit, process or store Fidelity Confidential Information, implement and maintain security measures consistent with the then-current version of the United States Department of Commerce’s National Institute of Standards and Technology Special Publication 800-125 “Guide to Security for Full Virtualization Technologies” document, including, without limitation, the following security measures:

(xiii) upon request, provide details on how Fidelity’s Confidential Information is segregated and protected from Envestnet’s other client data, if deployed in a multi-tenant or multi-customer environment.

4.8. Access Control. Envestnet shall:

(i) enforce best practices for user authentication; if passwords are used to authenticate individuals or automated processes accessing Fidelity Confidential Information, such passwords will comply with the current best practices for password usage, creation, storage, and protection. (Refer to the Fidelity Supplier Information Protection Guidelines below).

(ii) ensure that user IDs are unique to individuals and are not shared;

(iii) assign access rights based upon the sensitivity of Fidelity Confidential Information, the individual’s job requirements, and the individual’s “need to know” for the specific Fidelity Confidential Information;

(iv) review the access rights of Envestnet’s personnel (including Contractors) at least annually to ensure need-to-know restrictions are kept current;

(v) regularly review reports of user entry into Envestnet’s facilities housing Fidelity Confidential Information; and

(vi) not leave Fidelity Confidential Information unattended on desktops, printers or elsewhere in an unsecure manner in Envestnet’s facilities.

4.9. Application Development; Vulnerability Scans and Penetration Tests. Envestnet shall:

(i) implement a secure development methodology that incorporates security throughout the development lifecycle;

(ii) develop and enforce secure coding standards;

(iii) perform secure code reviews using automated scanning tools for all externally-facing applications and for any software developed by Envestnet (or a Contractor) and delivered to Fidelity;

(iv) commencing as of the first calendar quarter of 2012, perform vulnerability scans at least once each quarter for all externally-facing applications that receive, access, process or store Fidelity Confidential Information; upon request by Fidelity, Envestnet shall confirm in writing that Envestnet has successfully performed such vulnerability scans and provide Fidelity with the results; Fidelity shall have the right to perform vulnerability scans of these applications in

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Fidelity’s escrow environment at least once each quarter at Fidelity’s expense; and Envestnet shall correct all material issues discovered in the course of the vulnerability scans conducted by or on behalf of Envestnet or Fidelity within thirty (30) days or, if such issue(s) can not be corrected within such thirty (30) day period, within a period of time mutually agreed to by Envestnet and Fidelity; and

(v) perform penetration tests at least once each year for all externally-facing applications that receive, access, process or store Fidelity Sensitive Information; such penetration tests shall be conducted by a reputable independent third-party; upon request by Fidelity, Envestnet shall confirm in writing that Envestnet has successfully performed such penetration tests; and Envestnet shall correct all material issues discovered in the course of such penetration tests conducted by or on behalf of Envestnet within thirty (30) days or, if such issue(s) can not be corrected within such thirty (30) day period, within a period of time mutually agreed to by Envestnet and Fidelity.

4.10. Contractors. Envestnet shall:

(i) take reasonable steps to select and maintain Contractors that are capable of maintaining security measures to protect Fidelity Confidential Information in accordance with applicable laws and regulations and in a manner no less protective than the requirements set forth in this Agreement, including this Schedule; and maintain with each such Contractor a written contract requiring such Contractor, by contract, to implement and maintain such security measures;

(ii) not provide to any Contractor, or allow any Contractor to access, process, store, view or otherwise interact with, any Fidelity Confidential Information without obtaining the prior written consent of Fidelity;

(iii) not use, in connection with this Fidelity Confidential Information, any software or service provided by a third party where such software or service (a) is deployed by such third party acting as an application service provider (or similar), (b) is a “software as a service” offering (or similar), or (c) involves the use of “cloud computing” or “cloud services” (or similar) without obtaining the prior written consent of Fidelity;

(iv) be responsible to Fidelity for all acts and omissions of any Contractor, including any failure by a Contractor to comply with the provisions of this Agreement, including this Schedule;

(v) perform an annual security review of each Contractor; such security review shall include a review of the Contractor’s physical and logical controls, and information security policies and practices. In addition, Envestnet shall cooperate in obtaining the agreement of each Contractor to allow Fidelity to perform a security review of the Contractor’s facilities, physical and logical controls, and information security policies and practices; and

(vi) upon request by Fidelity, Envestnet shall obtain from each Contractor (or if Fidelity's request is limited to specific Contractors, each of those specific Contractors) the right for Fidelity to receive a copy of, or otherwise have the ability to review, the report(s) resulting from each audit or review of such Contractor's information security policies, practices and controls that was conducted by an independent third party (e.g. SSAE 16 Type II audit, SAS 70 Type II audit, ISO 27001 certification or similar),as available, within the then most recent three years and that is relevant to the security policies, practices and controls employed by such Contractor to protect Fidelity Confidential Information. The parties acknowledge that there may be a circumstance that Envestnet is unable to obtain the foregoing consent of Contractor to certain reports and Envestnet agrees to work with Fidelity in good faith to provide Fidelity with the necessary security assurances.

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5. Information Security Incident Management. Envestnet shall:

(i) establish, test, and maintain an information security incident response process that includes, among other things, processes for evidence preservation, informing and working with law enforcement agencies, government agencies and similar parties as appropriate, and performing forensic analyses;

(ii) notify Fidelity of any information security incident involving Fidelity Confidential Information, including any security incident at or involving a Contractor’s systems, hardware, equipment, devices or premises computers or otherwise involving a Contractor’s personnel; Envestnet shall provide notification of any such incident promptly, but in no event later than seven (7) days (or if such incident involves Fidelity Sensitive Information, in no event later than two (2) days) following the date Envestnet first becomes aware of such incident; and

(iii) for each such incident, provide Fidelity with a final written notification no later than five (5) days following Envestnet’s closure of such incident, that includes detailed information regarding the root cause of such incident, actions taken, and plans to prevent a similar event from occurring in the future.

6. Business Continuity Management. Envestnet shall:

(i) establish and maintain a comprehensive business continuity plan (“BCP”) that covers the restoration of both technology and business operations in the event of an unplanned event; the planning process for the BCP will include risk analysis, business impact analysis, recovery strategies for different scenarios to include geographic/regional events, pandemics, and natural disasters (e.g., tornado, hurricane, flooding, fire, power outage); and the BCP shall cover, among other things, Envestnet’s operations associated with its activities under this Agreement;

(ii) test its BCP at least annually and provide Fidelity with an annual attestation that Envestnet successfully conducted a test of its BCP (such attestation shall include the scope, location(s), and date(s) of the test(s)); and

(iii) allow Fidelity to review Envestnet’s BCP and the results of Envestnet’s tests of its BCP conducted within the then most recent three (3) years.

7. Compliance. Envestnet shall:

(i) comply with the Fidelity Supplier Information Protection Guidelines set forth below;

(ii) establish and maintain mutually agreed upon policies and practices for records retention and data destruction applicable to the Fidelity Confidential Information and any other information produced in the course of or otherwise related to Envestnet’s activities under this Agreement;

(iii) establish a code of ethics and require employees to review and acknowledge it annually (except if and to the extent prohibited by law); and

(iv) if interacting directly with individuals, develop, implement and operate in accordance with a privacy policy (which among other things, describes the types of information collected, how the information is used, stored and shared, any options for an individual to “opt out” of any usage or sharing, and how an individual may access his or her information) and disseminate or otherwise make such privacy policy available to such individuals.

8. Follow-up Risk Management Actions. If Fidelity has previously performed a security review of Envestnet and/or one or more of its facilities (or those of its Contractors, as applicable), and as a result of such security review, items of concern were identified by Fidelity, Envestnet shall (a) if it has not already done so, cooperate with Fidelity to promptly develop a risk management plan to remediate such items of concern, and (b) implement the actions specified in the risk management plan no later than the corresponding date set forth in such risk management plan.

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The risk management plan for the most recent security review is set forth below, or, if the plan below is blank, shall be set forth in another document prepared and agreed to by the parties.

RISK MANAGEMENT PLAN

9. Identity Theft. If Envestnet processes, handles or has access to Personal Information, Envestnet shall promptly notify Fidelity if, during the course of Envestnet’s activities under this Agreement, Envestnet’s employees become aware of any potential identity theft related to the individual(s) to which such Personal Information relates.

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Fidelity Supplier Information Protection Guidelines

Fidelity Information Classification and Handling Matrix

Without limiting Envestnet’s obligations as set forth in this Agreement, including this Schedule, the table below summarizes certain specific requirements applicable when transmitting (or transferring), storing or destroying Fidelity Confidential Information, including Fidelity Sensitive Information.

[***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         ]

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Encryption

Set forth below are Fidelity’s current preferred encryption algorithms and current additional acceptable encryption algorithms. Envestnet shall use one of the preferred encryption algorithms when encrypting Fidelity Confidential Information unless it is not reasonably feasible to do so, in which case Envestnet shall use one of the additional acceptable encryption algorithms when encrypting Fidelity Confidential Information.

Additional Acceptable Encryption Algorithms

Password-based Authentication Guidelines

All passwords administered or controlled by Envestnet (or a Contractor) shall meet the following guidelines:

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXHIBIT F

EXHIBIT F: PAYMENT ALLOCATION SCHEDULE

1. Payment Allocation Schedule: Shown below is the payment schedule (Table F-1) 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. Maintenance Fee:

MAINTENANCE FEE

The Maintenance Fee shall be payable on a quarterly basis within thirty (30) days of the quarter end. In the event Fidelity elects to extend the Support Period beyond the fifth year, the applicable Maintenance Fee for the sixth year shall be $[***], as adjusted by the US Bureau of Labor and Statistics CPI-U (urban cities all services) starting as a reference point of January 1, 2016. The Maintenance Fee for each successive year shall be subject to a similar adjustment on annual basis based upon the then prior year’s Maintenance Fee. A historic version of this CPI-U index can be found at: ftp://ftp.bls.gov/pub/special.requests/cpi/cpiai.txt.

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Pricing rates below reflect the best available rate of either existing F1 schedule minus fifteen percent or Exhibit K (MAS/MAR excluding administrative fee) minus fifteen percent.

The following Table F-1 represents “Full Platform Fee” for the respective Program Services.

Table F-1

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Table F-2

[***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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