Exhibit 10.3

Confidential Treatment Requested

THIRD AMENDMENT TO SERVICES AGREEMENT

This Third Amendment (the “Amendment”) to the Services Agreement (the “MAS Agreement”), dated as of March 25, 2005 as amended by the First and Second Amendment to the Services Agreement dated March 2008 and March 1, 2011 is entered into as of December 31, 2011 (the “Amendment Effective Date”) by and between National Financial Services LLC (“NFS”) and Envestnet Asset Management, Inc. (“Envestnet”). Reference is made to a certain Technology and Services Agreement dated as of March 31, 2008 between FMR LLC and Envestnet (the “FMR Agreement”; the MAS Agreement and the FMR Agreement are collectively referred to as the “Agreement”). Except as otherwise defined herein, the capitalized terms in this Amendment shall have the meanings ascribed to such terms in the Agreement. To the extent there is a conflict between this Amendment and the Agreement, the terms of this Amendment shall control.

WHEREAS, NFS and Envestnet entered into the MAS Agreement pursuant to which, among other things, NFS and Envestnet agreed to provide certain Services; and

WHEREAS, NFS and Envestnet desire to amend Exhibit K Fee & Billing Schedule of the MAS Agreement to revise the fee schedule and the administrative service fee to NFS.

NOW THEREFORE, in consideration of the promises, covenants, representations and warranties contained herein, and intending to be legally bound hereby, for other good and valuable consideration, the parties hereto agree as follows:

1. Exhibit K Fee & Billing Schedule of the MAS Agreement shall be amended and replaced with the attached Exhibit K.

2. Section 3a Term shall be amended and replaced with the following: This Agreement shall commence on the Effective Date, and unless earlier terminated as specified herein, shall continue unless and until terminated in accordance with the provisions of this Section 3 (the “Term”).

3. Section 3d Term and Termination shall be amended and replaced with the following: If either party terminates this Agreement pursuant to Section 3(b) or 3(e), or NFS terminates this Agreement pursuant to Section 3(f), NFS shall have the right to postpone such termination of this Agreement (and keep this Agreement in full force and effect) for a period of time specified by NFS (which period shall not exceed 270 days) during which time Envestnet shall continue to provide the Services hereunder (and NFS and Advisors shall continue to have the right to use the License to enable NFS and the Advisors the opportunity to find another solution for the Clients the Advisors have referred to Envestnet) in exchange for the compensation specified in each of the Tri-Party Agreements that are in effect at that time.

4. This together with the Agreement, constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all other such prior or contemporaneous oral and written agreements and understandings. Any modification or waiver of any provision must be made in writing and signed by authorized representatives of both parties. This 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 Amendment, the Agreement shall continue unchanged and in full force and effect according to its terms. This 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, by their duly authorized representatives, have executed this Amendment as of the day and year first above written.

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EXHIBIT K

FEE & BILLING SCHEDULE

Administrative Services Fee

Envestnet acknowledges and agrees that NFS will provide certain administrative services to certain of NFS’ clients in connection with NFS’ clients using the Envestnet Programs and Services, In consideration therefore, Envestnet agrees that it will pay Fidelity an administrative services fee (the “Administrative Services Fee or Admin Fee”). Such administrative services include certain transition, training and operational support to NFS clients as well as NFS associates regarding the Streetscape offering including the Envestnet Programs and Services as well as the facilitation of operational and service issue resolution with Envestnet on behalf of NFS clients.

In recognition of the administrative services provided by NFS, Envestnet agrees to the fees described in this Exhibit. Such fees shall be effective beginning January 1, 2012.

Legacy [***] Firms

With respect to program assets that were formerly a [***] (“[***]”) client relationship, Envestnet will pay an Administrative Service Fee in the amount of [***]% of the Platform Fee charged by Envestnet to clients on new accounts opened beginning the month following the execution of the Amendment (“New Accounts”), subject to the passing the Quarterly Test.

[***]

Envestnet will pay an Administrative Services Fee in the amount of [***]% of the Platform Fee on [***]New Accounts custodied at NFS, subject to the passing the Quarterly Test.

Envestnet Direct

Any Envestnet client firm custodied at NFS or Fidelity Brokerage Services, LLC (“FBS”) that is not classified as MAS or MAR, [***],[***],[***], or [***]Client will be considered Envestnet Direct. Envestnet will pay an Administrative Fee in the amount of [***]% of the Platform Fee on New Accounts, subject to passing the Quarterly Test.

Transition of Accounts

With respect to existing client firm accounts that are not New Accounts that transition from Envestnet Direct (including Legacy [***] Firms) to MAS, Envestnet will pay an Administrative Service Fee in the amount of [***]% of the Platform Fee, subject to passing the Quarterly Test. For New Accounts opened in MAS, as well as existing accounts that subsequently move to a new MAS program, the applicable Administrative Service Fee for such MAS Program will apply. For New Accounts opened before transitioning to MAS, Envestnet will continue to pay the Administrative Service Fee that was in effect before transition. In addition, when a MAS program client firm moves to an Envestnet Direct relationship and remains custodied at NFS, Envestnet will pay the MAS Administrative Service Fee on both existing and New Accounts.

Quarterly Test

The Quarterly Test is the calculation for account growth. The Quarterly Test is performed each quarter for each client firm participating in the Legacy [***],[***]or Envestnet Direct programs. Envestnet will compare the number of accounts at the end of the quarter to the number of accounts at the beginning of the quarter for a given client firm. If the number of accounts at the end of the quarter is higher than the number of accounts at the beginning of the quarter, then Envestnet will pay NFS the

[***] 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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Administrative Fee on all New Accounts for the client firm for that particular quarter. If the client firm does not pass the Quarterly Test, then Envestnet will not pay an Administrative Fee on the New Accounts for that particular quarter. Zero balance accounts will not be included when determining the number of accounts.

Some client firms may have accounts in both MAS and non-MAS programs custodied at Fidelity. For calculation of the Quarterly Test, Envestnet will sum the accounts in both the MAS and the Legacy[***],[***], or Envestnet Direct programs for that client firm.

Additional Items

Envestnet represents that it does not provide products and services substantially similar to the Envestnet Products and Services to any of its other clients at prices or fees lower than the Discount or at a discounted price with more favorable terms. Envestnet further agrees that if, at any time after the effective date of this Amendment (the “Effective Date”), Fidelity will be treated as a “Most Favored Customer” in terms of overall relationship pricing, such that the Discount will be the lowest overall relationship pricing offered to clients by Envestnet purchasing substantially the same set of Envestnet Products and Services. The parties agree that, for the purposes of 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.

The parties acknowledge that Envestnet’s accommodation of an NFS request to discount pricing for a particular Advisor further than the rates stated below is not meant to establish new pricing levels or terms for the MAS Programs.

The parties agree that during the term of the MAS Agreement Envestnet will not compete directly against the MAS Program for Advisors or prospective Advisors custodied at NFS.

The following is the fee schedule for the Envestnet Programs and Services including the Admin Fee paid to Fidelity.

Fee Schedule

SECTION 1: SEPARATELY MANAGED ACCOUNTS

Separately Managed Accounts (SMA) - Bundled

The bundled SMA program includes full proposal generator, access to managers, research, billing, and performance reporting. The Mutual Fund Choice program is for mutual funds that complete an SMA allocation.

Equity & Balanced SMA – Bill

Minimum annual account fee: $[***]

[***] 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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Equity & Balanced SMA – Admin Fee

Fixed Income SMA/Mutual Fund Choice – Bill

Minimum annual account fee: $[***]

Fixed Income SMA/Mutual Fund Choice – Admin Fee

Customized Equity and Balanced Portfolios

One-time set up charge of $[***] per model or $[***] for a set of 7 models applies. Home Office must use the Manager Console to manage portfolios. Portfolios must not contain actual bonds. Trading is done by Envestnet. The Home Office must submit monthly portfolio performance data to Morningstar. Equity and Balanced Bill and Admin Fee schedules above also apply to Custom Separate Accounts programs on NFS’s Unified Managed Account Platform (a.k.a. Custom Separately Managed Accounts).

Separately Managed Accounts – Separate Account Services (SAS)

SAS Bundle 1 provides access to separately managed accounts only. Bundle 1 is deployed with “Risk Express Track” requiring an advisor to manually choose products without the asset allocation tool and recommendations. Bundle 1 includes the proposal generator, billing, and the research tab for quantitative updates but does not include any qualitative research and does not indicate if a manager is PMC-Approved. It excludes performance reporting.

[***] 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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SAS Bundle 1: Equity and Balanced SMA – Bill

Minimum annual account fee: $[***]

SAS Bundle 1: Equity and Balanced SMA – Admin Fee

SAS Bundle 1: Fixed Income SMA/Mutual Fund Choice – Bill

Minimum annual account fee: $[***]

SAS Bundle 1: Fixed Income SMA/Mutual Fund Choice – Admin Fee

SAS Bundle 2 provides access to separately managed accounts with the full proposal generator including client profiler and asset allocation tool. Bundle 2 includes billing and the research tab for quantitative updates but does not include any qualitative research and does not indicate if a manager is PMC-Approved. It excludes performance reporting.

SAS Bundle 2: Equity and Balanced SMA – Bill

Minimum annual account fee: $[***]

[***] 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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SAS Bundle 2: Equity and Balanced SMA – Admin Fee

SAS Bundle 2: Fixed Income SMA/Mutual Fund Choice – Bill

Minimum annual account fee: $[***]

SAS Bundle 2: Fixed Income SMA/Mutual Fund Choice – Admin Fee

Separately Managed Accounts – Research / Due Diligence

SMA Research is an unbundled option for information on equity, balanced, and fixed income managers. It includes quantitative and qualitative analysis on individual SMA products. SMA Research excludes the proposal generator, access to SMA managers, billing and performance reporting.

SMA Research – Bill

SMA Research – Admin Fee

[***] 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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Portfolio Administration Spread

For new accounts in MAS, the spread or difference between the Bill and Admin Fee schedules for manager models in SMA and UMA programs will be paid as shown below. In addition, the Admin Fee percentage shown below will also apply to new Envestnet Direct accounts at Fidelity, after passing the Quarterly Test.

Portfolio Administration Spread – Admin Fee

Alternative Solutions

Alternative Solutions – Bill

No minimum annual account fee

Alternative Solutions – Admin Fee

[***] 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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SECTION 2: UMA and MMA

Advisor-Directed Unified Managed Account (UMA)

The UMA combines the investment expertise of globally prominent asset managers, ETFs and mutual funds into a single portfolio and custodial account. The program includes full proposal generator, research, performance reporting and billing.

Advisor-Directed UMA – Bill

No minimum annual account fee

Advisor-Directed UMA – Admin Fee

Envestnet will also pay an Admin Fee on the SMA Manager spread as described in the Portfolio Administration Spread section.

Customized Advisor-Directed UMAs

One-time set up charge of $[***] per model or $[***] for a set of seven models applies. The Home Office uses the Manager Console to manage the UMA overlay asset allocation. Models can have mutual funds, ETFs, and Equity SMA sleeves. No Fixed-Income sleeves that have actual bonds are permitted, except for Fixed Income managers designated by Envestnet.

Bill and Admin Fee schedule applies to both Advisor Directed UMA versions 1 and 2.

Bill and Admin Fee schedules above also apply to Custom Advisor Directed Unified Managed Accounts programs on NFS’s Unified Managed Account Platform (a.k.a. Custom UMA).

[***] 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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Multi-Manager Account (MMA)

Multi-Manager Accounts Program on NFS’s Customized Envestnet Managed Account Platform

The MMA program provides a blend of institutional separate account managers and actively managed mutual funds in single portfolios diversified across multiple asset classes, styles, and disciplines.

All MMA Portfolios

No minimum annual account fee

MMA – Bill

MMA – Admin Fee

PMC MMA Portfolios II

Minimum annual account fee: $[***]

MMA Portfolios II - Bill

MMA Portfolios II – Admin Fee

[***] 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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Admin Fee Schedule above applies to all PMC MMA Portfolios II (Moderate, Mod. Growth, Growth and Aggressive).

Russell Separate Account Manager Mixes

Russell Separate Account Manager Mixes – Bill

No minimum annual account fee

Russell Separate Account Manager Mixes – Admin Fee

[***] 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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SECTION 3: WRAP STRATEGIES

Strategic Advisers Mutual Fund Portfolios

Strategic Advisers is a bundled mutual fund wrap program that includes investment management, full proposal generator, billing, and performance reporting.

Strategic Advisers – Bill

Minimum annual account fee: $[***]

Strategic Advisers – Admin Fee

Third Party Strategist Program - Bundled

The bundled Third Party Strategist Program offers individual investors an actively managed portfolio comprised of carefully selected mutual funds or ETF’s managed by independent management firms. The bundled Third Party Strategist program includes full proposal generator, billing, and performance reporting. It excludes management fees.

Third Party Strategist – Bill

Minimum annual account fee: $[***]

Third Party Strategist – Admin Fee

[***] 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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Third Party Strategist Program - Unbundled

The unbundled Third Party Strategist Program offers individual investors an actively managed portfolio comprised of carefully selected mutual funds or ETF’s managed by independent management firms. The unbundled Third Party Strategist program includes full proposal generator and billing. It excludes performance reporting and management fees.

Third Party Strategist – Bill

Minimum annual account fee: $[***]

Third Party Strategist – Admin Fee

Envestnet PWM Mutual Fund Solution (Sigma MFW) - Bundled

The bundled Envestnet/Sigma Mutual Fund Wrap Program offers individual investors an actively managed portfolio comprised of carefully selected mutual funds or ETF’s managed by Envestnet. The bundled program includes investment management, full proposal generator, billing, and performance reporting.

Envestnet/Sigma MFW – Bill

Minimum annual account fee: $[***]

Envestnet/Sigma MFW – Admin Fee

[***] 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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Envestnet PMC Strategic ETF Solution

This program offers individual investors a portfolio of carefully selected ETFs managed to strategic asset allocation targets.

Envestnet PMC Strategic ETF – Bill

Minimum annual account fee: $[***]

Envestnet PMC Strategic ETF – Admin Fee

Envestnet PMC Tactical ETF Portfolios

The PMC Tactical ETF Portfolios utilize a third party strategist and include Core Rotation Portfolios and Total Return Portfolios.

The available portfolios are:

The Core Portfolios aim to actively monitor and quantify risk-adjusted expected returns of equities relative to fixed income and dynamically alter corresponding allocations accordingly.

Envestnet PMC Tactical ETF (Core Portfolios)– Bill

No minimum annual account fee

Envestnet PMC Tactical ETF (Core Portfolios) – Admin Fee

[***] 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 Total Return Portfolios will additionally leverage ETFs where available and seek to increase total returns by increasing allocations to asset classes.

Envestnet PMC Tactical ETF (Total Return Portfolios)– Bill

No minimum annual account fee

Envestnet PMC Tactical ETF (Total Return Portfolios) – Admin Fee