Amendment to Services Agreement




 Exhibit 10.2 

Confidential Treatment Requested 
  

 AMENDMENT TO SERVICES AGREEMENT 

This Amendment (the “Amendment”) to the Services Agreement (the “MAR Agreement”) dated as of December 28, 2005
by and between Fidelity Brokerage Services, LLC (“FBS”) and Envestnet Asset Management (“Envestnet”) is entered into as of December 31, 2011 (the “Amendment Effective Date”) by and between FBS and 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 MAR 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, FBS and Envestnet entered into the MAR Agreement pursuant to which,
among other things, FBS and Envestnet agreed to provide certain Services; and 
 WHEREAS, FBS and Envestnet desire to
amend Exhibit K Fee & Billing Schedule of the MAR Agreement to revise the fee schedule and to include the payment of the administrative service fee to FBS. 
 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 MAR 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. 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. 

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

									
	Envestnet Asset Management, Inc.	 		 	Fidelity Brokerage Services, LLC
					
	By:	 	/s/ Judson Bergman	 		 	By:	 	/s/ Melissa Morganti Zizza
					
	Name:	 	Judson Bergman	 		 	Name:	 	Melissa Morganti Zizza
					
	Title:	 	CEO	 		 	Title:	 	Senior Vice President


  
 1 









 Confidential Treatment Requested 

 

 EXHIBIT K 
 FEE & BILLING SCHEDULE 
 Administrative Services Fee

 Envestnet acknowledges and agrees that FBS will provide certain administrative services to certain of FBS’ clients in connection
with FBS’ 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 FBS clients as well as FBS associates regarding the Wealth Central offering including the Envestnet Programs and Services as well as the facilitation of
operational and service issue resolution with Envestnet on behalf of FBS clients. 
 In recognition of the administrative services provided by
FBS through Fidelity Institutional Wealth Services (“IWS”) or Fidelity Family Office Services (“FFOS”), 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 FBS, subject to the passing the Quarterly Test. 
 Envestnet Direct 

Any Envestnet client firm custodied at National Financial Services, LLC (“NFS”) or FBS that is not classified as MAS or MAR, [***] 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 MAR, 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
MAR, as well as existing accounts that subsequently move to a new MAR program, the applicable Administrative Service Fee for such MAR Program will apply. For New Accounts opened before transitioning to MAR, Envestnet will continue to pay the
Administrative Service Fee that was in effect before transition. In addition, when a MAR program client firm moves to an Envestnet Direct relationship and remains custodied at FBS, Envestnet will pay the MAR 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 FBS the Administrative Fee 

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


  
 2 









 Confidential Treatment Requested 

 

 
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 MAR and non-MAR programs custodied at Fidelity. For calculation of the Quarterly Test, Envestnet will sum the accounts in both the MAR 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 FBS 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 MAR Programs. 
 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) / Manager
Resource Wrap Program – 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: $[***] 
  

																																	
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 	 	Disc 6	 	 	Disc 7	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 3 









 Confidential Treatment Requested 

 

 Equity & Balanced SMA – Admin Fee 

 

																																	
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 	 	Disc 6	 	 	Disc 7	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Fixed Income SMA/Mutual Fund Choice – Bill 

Minimum annual account fee: $[***] 
  

																									
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Fixed Income SMA/Mutual Fund Choice – Admin Fee 

 

																									
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 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 FBS’s Unified Managed Account Platform (a.k.a. Custom Separately Managed Accounts). 
 Separately Managed Accounts
– Separate Account Services (SAS) / Manager Resource Network 
 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. 


  
 4 









 Confidential Treatment Requested 

 

 SAS Bundle 1: Equity and Balanced SMA – Bill 

Minimum annual account fee: $[***] 
  

																	
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 SAS Bundle 1: Equity and Balanced SMA – Admin Fee 

 

																	
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

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

Minimum annual account fee: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

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

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 

 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: $[***] 
  

																	
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 5 









 Confidential Treatment Requested 

 

 SAS Bundle 2: Equity and Balanced SMA – Admin Fee 

 

																	
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

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

Minimum annual account fee: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

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

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 

 Fidelity’s Separate Account Network (SAN) 
 The SAN program provides Advisors the ability to add dual contract managers to investor’s proposals. This program includes the proposal generator and research tab for quantitative updates, but does
not include qualitative research, performance reporting or fee billing. 
 Separate Account Network – Bill

 No minimum annual account fee 

 

					
	 Account Size
	  	List	 
	 ALL
	  	 	[***]	% 

 Separate Account Network – Admin Fee 

 

					
	 Enterprise Total
	  	List	 
	 ALL
	  	 	[***]	% 


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


  
 6 









 Confidential Treatment Requested 

 

 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 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 SMA Research – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 

 Portfolio Administration Spread 
 For new accounts in MAR, 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 
  

					
	 	  	Spread	 
	 New Accounts*
	  	 	[***]	% 

  

	*	Subject to the Quarterly Test. 


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


  
 7 









 Confidential Treatment Requested 

 

 Alternative Solutions 

Alternative Solutions – Bill 
 No minimum annual account fee 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 All Assets
	  	 	[***]	% 	 	 	[***]	% 

 Alternative Solutions – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5B
	  	 	[***]	% 	 	 	[***]	% 


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


  
 8 









 Confidential Treatment Requested 

 

 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 
  

																													
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 	 	Disc 6	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Advisor-Directed UMA – Admin Fee 

 

																													
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 	 	Disc 6	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 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 FBS’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. 


  
 9 









 Confidential Treatment Requested 

 

 Multi-Manager Account (MMA) 
 Multi-Manager Accounts Program on FBS’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 
  

																					
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 MMA – Admin Fee 

 

																					
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 PMC MMA Portfolios II 

Minimum annual account fee: $[***] 
 MMA Portfolios II – Bill 
  

																	
	 Account Size
	  	Moderate	 	 	Moderate
Growth	 	 	Growth	 	 	Aggressive	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 MMA Portfolios II – Admin Fee 

 

					
	 Enterprise Total
	  	List	 
	 First $1B
	  	 	[***]	% 
	 Next $2B
	  	 	[***]	% 
	 Next $2B
	  	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 

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

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


  
 10 










 Confidential Treatment Requested 

 

 Russell Separate Account Manager Mixes 

Russell Separate Account Manager Mixes – Bill 

No minimum annual account fee 
  

																	
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	neg.	  	 	 	neg.	  	 	 	neg.	  	 	 	neg.	  

 Russell Separate Account Manager Mixes – Admin Fee 

 

																	
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 11 










 Confidential Treatment Requested 

 

 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: $[***] 
  

																	
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Strategic Advisers – Admin Fee 

 

																	
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 
	 First $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 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: $[***] 
  

													
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Third Party Strategist – Admin Fee 

 

													
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 12 










 Confidential Treatment Requested 

 

 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: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Third Party Strategist – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	  	Disc 1	 
	 Over $3B
	  	 	[***]%	  	  	 	[***]%	  

 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: $[***] 
  

																									
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Envestnet/Sigma MFW – Admin Fee 

 

																									
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 	 	Disc 5	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 13 










 Confidential Treatment Requested 

 

 Envestnet PMC Strategic ETF Solution 

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

Envestnet PMC ETF – Bill 
 Minimum annual account fee: $[***] 
  

																					
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Envestnet PMC ETF – Admin Fee 

 

																					
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 	 	Disc 3	 	 	Disc 4	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 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: 
  

	 	•	 	 Core – Sector Rotation 


  

	 	•	 	 Core – Country Rotation 


  

	 	•	 	 Core – Risk Based (5 portfolios) 


  

	 	•	 	 Total Return – Sector Rotation 


  

	 	•	 	 Total Return – Risk Based (5 portfolios) 


 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 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 


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


  
 14 










 Confidential Treatment Requested 

 

 Envestnet PMC Tactical ETF (Core Portfolios) – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc1	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 

 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 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

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

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Assets
	  	 	[***]	% 	 	 	[***]	% 

  

	 	•	 	 Minimum account size for Core Equity: $50,000 


  

	 	•	 	 Minimum account size for Core Fixed Income: $25,000 



 

	 	•	 	 Minimum account size for Total Return: $100,000 


 PMC Select Strategic and Dynamic Portfolios (PMC Mutual Funds) 
 Utilizing the PMC
family of mutual funds, the PMC Select Strategic program offers investors a strategically allocated portfolio utilizing active managers. PMC selects the underlying institutional mutual fund managers to participate in this program. 

The PMC Select Dynamic program allows additional flexibility to overweight/underweight asset classes from the long-term strategic target. 

PMC Select – Bill 
 No minimum annual account fee 
  

					
	 Account Size
	  	List	 
	 First $500K
	  	 	[***]	% 
	 Next $500K
	  	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 


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


  
 15 










 Confidential Treatment Requested 

 

 PMC Select – Admin Fee 

 

					
	 Enterprise Total
	  	List	 
	 First $1B
	  	 	[***]	% 
	 Next $2B
	  	 	[***]	% 
	 Over $3B
	  	 	[***]	% 

 PMC Dynamic ETF Portfolios 

PMC utilizes a third party strategist in the Dynamic ETF Program. The program offers conservative, moderate, and growth portfolios.

 Minimum account size for all portfolios: $30,000 
 PMC Dynamic ETF Portfolios – Bill 
 No minimum annual
account fee 
  

					
	 Account Size
	  	List	 
	 First $500K
	  	 	[***]	% 
	 Next $500K
	  	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 

 PMC Dynamic ETF Portfolios– Admin Fee 

 

					
	 Enterprise Total
	  	List	 
	 All Assets
	  	 	[***]	% 


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


  
 16 










 Confidential Treatment Requested 

 

 SECTION 4: PROPRIETARY MODEL MANAGEMENT 

 
 This section is divided into 2 parts.
Section 4a is for Models Traded by Sponsor or Home Office. Section 4b is for Envestnet-Traded Models. There are different fee schedules depending on whether Envestnet or the client is doing the trading. 

In addition, the legacy schedules are also listed. 
 SECTION 4a: Proprietary Model Management - Sponsor or Home Office-Traded 
 If the Home Office/Sponsor prefers to trade the models, Envestnet provides access via the Models tab on the Advisor Console. The Home Office/Sponsor can author unlimited models and has the ability to
publish models to all advisors in the enterprise/firm/branch depending on configuration. The Home Office/Sponsor performs all the trading. 

Proprietary Model Management - Home Office/Sponsor-Traded - Bundled 
 The bundled Program allows a home office or sponsor to create and manage a proprietary model consisting of mutual funds and ETFs. The bundled program includes full proposal generator, billing, and
performance reporting. In this program, the Home Office/Sponsor trades the models. 
 Proprietary Model Management - Home
Office/Sponsor-Traded – Bill 
 Minimum annual account fee: $[***] 

 

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Proprietary Model Management - Home Office/Sponsor-Traded – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 

 Proprietary Model Management - Home Office/Sponsor-Traded - Unbundled 

The unbundled Program allows a home office or sponsor to create and manage a proprietary model consisting of mutual funds and ETFs. The unbundled program
includes full proposal generator and billing. It excludes performance reporting. In this program, the Home Office/Sponsor trades the models. 

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


  
 17 










 Confidential Treatment Requested 

 

 Proprietary Model Management - Home Office/Sponsor-Traded – Bill 

Minimum annual account fee: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Proprietary Model Management - Home Office/Sponsor-Traded – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 

 SECTION 4b: Proprietary Model Management - Envestnet-Traded 

When clients prefer that Envestnet performs all trading, we provide access to the Manager Console. The Manager Console will have an
independent URL with separate login and password. There is a cost* for one time setup of models. Envestnet Portfolio Administration does the trading. This program is sometimes referred to as Proprietary Home Office Models (PHOM). 

Proprietary Model Management - Envestnet-Traded - Bundled 
 The bundled Program allows a home office or sponsor to create and manage a proprietary model consisting of mutual funds and ETFs via the Manager Console. The bundled program includes full proposal
generator, billing, and performance reporting. In this program, Envestnet trades the models. 
 Proprietary Model Management
Envestnet-Traded – Bill 
 Minimum annual account fee: $[***] 

 

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Proprietary Model Management - Envestnet-Traded – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 


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


  
 18 










 Confidential Treatment Requested 

 

 Proprietary Model Management - Envestnet-Traded - Unbundled 

The unbundled Program allows a home office or sponsor to create and manage a proprietary model consisting of mutual funds and ETFs via the Manager
Console. The unbundled program includes full proposal generator and billing. It excludes performance reporting. In this program, Envestnet trades the models. 
 Proprietary Model Management - Envestnet-Traded – Bill 

Minimum annual account fee: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Proprietary Model Management - Envestnet-Traded – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 

 * Model Set Up Charges: One-time set up charge of $[***] per model or $[***] for set of 7 models applies for both
bundled and unbundled programs. The Home Office must use the Manager Console to manage the model. Models can only contain mutual funds, ETFs, and stocks. No bonds are permitted. 

****************** 
 The
following schedules are the legacy pricing and administrative fee tables. 
 Proprietary Mutual Fund Wrap Portfolios (only Mutual Funds
and ETFs) 
 Proprietary Mutual Fund Wrap – Bill 

Minimum annual account fee: $[***] 
  

													
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Proprietary Mutual Fund Wrap – Admin Fee 

 

													
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 
	 First $1B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $2B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $3B
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 19 










 Confidential Treatment Requested 

 

 Home Office Model Management – Sponsor Models 

Home Office/Sponsor Models – Bill 
 Minimum annual account fee: $[***] 
  

													
	 Account Size
	  	List	 	 	Disc 1	 	 	Disc 2	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Proprietary Mutual Fund Wrap – Admin Fee 

 

													
	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc 2	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 20 










 Confidential Treatment Requested 

 

 SECTION 5: ADVISOR AS PORTFOLIO MANAGER 

 
 The Advisor as Portfolio Manager (APM) Program,
also known as Rep as Portfolio Manager (RPM) offers access to portfolios comprised of products chosen directly by the advisor. These model portfolios are constructed and rebalanced directly using the Envestnet web based platform. In this section,
there are new schedules for pricing and administrative fees. In addition, the legacy schedules are also listed. 
 Advisor as Portfolio
Manager – Bundled 
 The bundled program includes model management tools, full proposal generator, billing, and performance
reporting. 
 Advisor as Portfolio Manager – Bill 

Minimum annual account fee: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Advisor as Portfolio Manager – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 

 Advisor as Portfolio Manager – Unbundled 
 The unbundled program includes model management tools, full proposal generator, and billing. It excludes performance reporting. 
 Advisor as Portfolio Manager – Bill 
 Minimum annual
account fee: $[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $1MM
	  	 	[***]	% 	 	 	[***]	% 
	 Next $3MM
	  	 	[***]	% 	 	 	[***]	% 
	 Over $5MM
	  	 	[***]	% 	 	 	[***]	% 

 Advisor as Portfolio Manager – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 


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


  
 21 










 Confidential Treatment Requested 

 

 Model Management Tools Only – License Fee 

Includes model management tools and full proposal generator. It excludes billing and performance reporting. 

BILL 
  

													
	 	  	1 Seat at a time	 	  	50 Seats (volume pricing)	 	  	100 Seats (volume pricing)	 
	 Rate per Seat*
	  	$	[***]	  	  	$	[***]	  	  	$	[***]	  

 ADMIN FEE 
  

													
	 Enterprise Total
	  	1 Seat at a time	 	 	50 Seats (volume pricing)	 	 	100 Seats (volume pricing)	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

  

	*	License Fee is charged per Entitlement. The License Fee applies to both advisors and administrative users. 


****************** 
 The
following schedules are the legacy pricing and administrative fee tables. 
 Model Management Tools Only – License Fee

 BILL 
  

													
	 	  	1 Advisor at a time	 	  	50 Advisors (volume pricing)	 	  	100 Advisors (volume pricing)	 
	 Rate per Advisor (Rep)
	  	$	[***]	  	  	$	[***]	  	  	$	[***]	  

 ADMIN FEE 
  

													
	 Enterprise Total
	  	1 Advisor at a time	 	 	50 Advisors (volume pricing)	 	 	100 Advisors (volume pricing)	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 


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


  
 22 










 Confidential Treatment Requested 

 

 Rep as Portfolio Manager on FBS’s Unified Managed Account Platform (a.k.a. MAS Model
Management Tools) 
  

			
	Front-End Tools (Model Management)	  	 Reporting and Administration
Services (Performance Reporting)

	Rep as Portfolio Manager is a sophisticated portfolio modeling and diagnostic set of tools, empowering representatives as portfolio managers to manage model portfolios for their
clients. In practice, Front-End Tools are sold with performance reporting and billing beginning at a [***] bps list price (combining the two services: Model Management and Reporting and Administration). For the purposes of arriving at the ADMIN FEE,
the two ADMIN FEE schedules below are averaged. For example, if Discount 2 is sold at [***] ([***]%+[***]%), the ADMIN FEE is determined by averaging [***]% and [***]% to arrive at an ADMIN FEE percentage of [***]%.	  	For accounts where performance reporting is not included. Billing is part of Reporting and Administrative Services.
		
	Pricing Option A:	  	$[***] Minimum Fee per RAS Account

  

																															
	BILL	  	 	BILL	  
									
	 Account Size
	  	List	 	 	Disc. 1	 	 	Disc. 2	 	 	 Account Size
	  	List	 	 	Disc 1	 	 	Disc. 2	 	 	Disc. 3	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	First $500K	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	Next $500K	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 
	 Over $1MM
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	Over $1MM	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

  

																															
	Admin Fee	  	 	Admin Fee	  
									
	 Enterprise Total
	  	List	 	 	Disc. 1	 	 	Disc. 2	 	 	 Enterprise Total
	  	List	 	 	Disc 1	 	 	Disc. 2	 	 	Disc.3	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	All Levels	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

 Pricing Option B: Per-Seat License: 
 1) Bill – suggested price of $[***] per annum for first 100 advisors 
 2)
Admin Fee - $[***] flat fee to Envestnet; FBS to receive the balance 

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


  
 23 










 Confidential Treatment Requested 

 

 SECTION 6: PERFORMANCE REPORTING 

 
 The following schedule shows the pricing and
administrative fees for Reporting with Billing Computation Only and for Reporting with Full Billing Administration. 
 Performance Reporting
– Fidelity Preferred Pricing – Discount 1 
  

			
	No Minimum Annual Fee Commitment*
		
	 Reporting & Billing Computation
only
	  	 Reporting & Full Billing
Administration

	 Asset pricing: [***] bps annual fee
 Billed quarterly in advance based on quarter end account balance, and subject to a minimum fee of $[***] per year.
  

ByAllAccounts fee is flat $[***] per account/year
	  	 Asset pricing: [***] bps annual fee
 Billed quarterly in advance based on quarter end account balance, and subject to a minimum fee of $[***] per year.
  

ByAllAccounts fee is flat $[***] per account/year



 

			
	$[***] Minimum Annual Fee Commitment*
		
	 Reporting & Billing Computation
only
	  	 Reporting & Full Billing
Administration

	 For advisors willing to commit to an annual minimum reporting fee of $[***] per year,
Envestnet offers discounted pricing.
 Advisors must choose one price schedule, either the asset pricing or account pricing
schedule.

		
	 Account pricing:
                    $[***] per account

                         
                       $[***] for
 ByAllAccounts
	  	 Account Pricing:
                    $[***] per account

                         
                       $[***] for ByAllAccounts

		
	 Asset pricing: [***] bps

Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum
annual fee for ByAllAccounts is $[***]/account.
	  	 Asset Pricing: [***] bps

Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum
annual fee for ByAllAccounts is $[***]/account.


  

							
	$[***] Minimum Annual Fee Commitment*
	
	 For advisors that are willing to commit to an annual minimum relationship fee of $[***] per
year, Envestnet offers discounted pricing.
 Advisors must choose one price schedule, either the asset pricing or account pricing
schedule.

		
	 Account Based Pricing –
Reporting & Billing
 Computation only
 (annual charge per account per year)
	  	 Account Based Pricing – Reporting &
Full Billing
 Administration
 (annual charge per account per year)

	First 100 accounts	  	$[***]	  	First 100 accounts	  	$[***]
	Next 200 accounts	  	$[***]	  	Next 200 accounts	  	$[***]
	Next 700 accounts	  	$[***]	  	Next 700 accounts	  	$[***]
	Next 2,000 accounts	  	$[***]	  	Next 2,000 accounts	  	$[***]
	Over 3,000 accounts	  	$[***]	  	Over 3,000 accounts	  	$[***]
	ByAllAccounts	  	$[***] surcharge	  	ByAllAccounts	  	$[***] surcharge

  

			
	 Asset Based Pricing – Reporting &
Billing
 Computation only
 (annual charge per account per year)
	  	 Asset Based Pricing – Reporting & Full
Billing
 Administration
 (annual charge per account per year)

	[***] bps of account value annually	  	[***] bps of account value annually
		
	 Billed quarterly in advance based on quarter end account balance,
 subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for ByAllAccounts is $[***]/account.
	  	 Billed quarterly in advance based on quarter end account balance,
 subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for ByAllAccounts is $[***]/account.



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


  
 24 










 Confidential Treatment Requested 

 


																			
	Additional Annual Fee Commitment Options**	  
		
	 Asset Based Pricing – Reporting
& Billing
 Computation only
 (annual charge per account per year)
	 	  	 Asset Based Pricing – Reporting & Full
Billing
 Administration
 (annual charge per account per year)
	 
	Minimum Asset Commitment	 	Fee	 	  	Minimum Annual Fee	 	  	Minimum Asset Commitment	  	Fee	 	  	Minimum Annual Fee	 
	$80M: bps	 	 	[***]	  	  	 	$[***]	  	  	$80M: bps	  	 	[***]	  	  	 	$[***]	  
	$200M: bps	 	 	[***]	  	  	 	$[***]	  	  	$200M: bps	  	 	[***]	  	  	 	$[***]	  
	$500M: bps	 	 	[***]	  	  	 	$[***]	  	  	$500M: bps	  	 	[***]	  	  	 	$[***]	  
	> $1,000M: bps	 	 	[***]	  	  	 	$[***]	  	  	> $1,000M: bps	  	 	[***]	  	  	 	$[***]	  
		
	Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for
ByAllAccounts is $[***]/account.	     	  	Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for
ByAllAccounts is $[***]/account.	     

  

					
	Admin Fee	  
	 All Levels
	  	 	[***]%	  

 Above Admin Fee % applies to all stated fees (any Account, Account Based ($), and Asset Based) as well as minimum and
maximum fees. 
 Envestnet offers two ways for data from statements to be entered directly into the reporting system. Consolidated level
statements (for example, private equity, bank statements, non-custodied assets) can be entered directly by the advisor via the web based user interface. For fully transactional data entry Envestnet must perform this data entry. Both methods require
a per account charge, and when Envestnet performs data entry there is surcharge for data entry: 
  

			
	Manual Account Pricing
		
	 Manual Account, Reporting & Billing Computation
	  	 Manual Account, Reporting & Full Billing
Admin.

	Advisor enters manual data: $[***]/account/year	  	Advisor enters manual data: $[***]/account/year
		
	 Envestnet enters manual data: $[***]/ account/year plus
  

•      Plus $[***] per statement entry at a consolidated level (i.e. account
level detail, not security level detail), or
  
 •      Plus $[***] per hour to enter individual transactions from statement.
	  	 Envestnet enters manual data: $[***]/account/year plus

 

•      Plus $[***] per statement entry at a consolidated level (i.e. account
level detail, not security level detail), or
  
 •      Plus $[***] per hour to enter individual transactions from statement.



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


  
 25 










 Confidential Treatment Requested 

 

 Client Permissioned Account Aggregation (ByAllAccounts) 

Envestnet offers aggregation of accounts that are not otherwise available through a direct custodial interface or through DST, DAZL or DTCC. These
services are provided using ByAllAccounts and are subject to an additional fee per account as follows: 
  

							
	 Client Permissioned Account Aggregation (ByAllAccounts)

(annual charge per account per year)
	   

  
	  	ByAllAccounts fees are a data surcharge that is added to the account fees or minimum fees shown above.
	 All accounts
	  	$	[***]	  	  
	 Certify existing interface (takes 2-10 business days)
	  	$	[***]	  	  
	 Develop & Certify new interface (takes 2-12 weeks)
	  	$	[***]	  	  

  

	*	DST, DAZL, and DTCC are available under these pricing sections for a one-time provisioning fee of $[***]. 


	**	DST, DTCC, DAZL are available under these pricing sections, and require a minimum annual reporting/aggregation fee >$[***] to Envestnet.


  

					
	Admin Fee	  
	 All Levels
	  	 	[***]%	  

 Above Admin Fee % applies to all stated fees with exception of fees for certifying existing interface and developing and
certifying new interface. 

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


  
 26 










 Confidential Treatment Requested 

 

 Performance Reporting – Fidelity Preferred Pricing – Discount 2 

 

			
	No Minimum Annual Fee Commitment*
		
	 Reporting & Billing Computation
only
	  	 Reporting & Full Billing
Administration

	 Asset pricing: [***] bps annually
 Billed quarterly in advance based on quarter end account balance, and subject to a minimum fee of $[***] per year.
  

ByAllAccounts fee is flat $[***] per account/year
	  	 Asset pricing: [***] bps annually
 Billed quarterly in advance based on quarter end account balance, and subject to a minimum fee of $[***] per year.
  

ByAllAccounts fee is flat $[***] per account/year



 

			
	$[***] Minimum Annual Fee Commitment*
	
	 For advisors willing to commit to an annual minimum reporting fee of $[***] per year,
Envestnet offers discounted pricing.
 Advisors must choose one price schedule, either the asset pricing or account pricing
schedule.

		
	 Reporting & Billing Computation
only
	  	 Reporting & Full Billing
Administration

	 Account pricing:
                    $[***] per account

                         
                       $[***] for
 ByAllAccounts
	  	 Account Pricing:
                    $[***] per account

                         
                       $[***] for ByAllAccounts

		
	 Asset pricing: [***] bps

Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum
annual fee for ByAllAccounts is $[***]/account.
	  	 Asset Pricing: [***] bps

Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum
annual fee for ByAllAccounts is $[***]/account.


  

											
	$[***] Minimum Annual Fee Commitment*	  
	
	 For advisors that are willing to commit to an annual minimum relationship fee of $[***] per
year, Envestnet offers discounted pricing.
 Advisors must choose one price schedule, either the asset pricing or account pricing
schedule.
	   

  

		
	 Account Based Pricing –
Reporting & Billing
 Computation only
 (annual charge per account per year)
	 	  	 Account Based Pricing – Reporting &
Full Billing
 Administration
 (annual charge per account per year)
	 
	First 100 accounts	  	 	$[***]	  	  	First 100 accounts	  	 	$[***]	  
	Next 200 accounts	  	 	$[***]	  	  	Next 200 accounts	  	 	$[***]	  
	Next 700 accounts	  	 	$[***]	  	  	Next 700 accounts	  	 	$[***]	  
	Next 2,000 accounts	  	 	$[***]	  	  	Next 2,000 accounts	  	 	$[***]	  
	Over 3,000 accounts	  	 	$[***]	  	  	Over 3,000 accounts	  	 	$[***]	  

  

			
	 Asset Based Pricing – Reporting &
Billing
 Computation only
 (annual charge per account per year)
	  	 Asset Based Pricing – Reporting & Full
Billing
 Administration
 (annual charge per account per year)

	[***] bps of account value annually	  	[***] bps of account value annually
		
	 Billed quarterly in advance based on quarter end account balance,
 subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for ByAllAccounts is $[***]/account.
	  	Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for
ByAllAccounts is $[***]/account.


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


  
 27 










 Confidential Treatment Requested 

 


																			
	Additional Annual Fee Commitment Options**	  
		
	 Asset Based Pricing – Reporting
& Billing Computation only
 (annual charge per account per year)
	 	  	 Asset Based Pricing – Reporting & Full
Billing Administration
 (annual charge per account per year)
	 
	Minimum Asset Commitment	 	Fee	 	  	Minimum Annual Fee	 	  	Minimum Asset Commitment	  	Fee	 	  	Minimum Annual Fee	 
	$80M: bps	 	 	[***]	  	  	 	$[***]	  	  	$80M: bps	  	 	[***]	  	  	 	$[***]	  
	$200M: bps	 	 	[***]	  	  	 	$[***]	  	  	$200M: bps	  	 	[***]	  	  	 	$[***]	  
	$500M: bps	 	 	[***]	  	  	 	$[***]	  	  	$500M: bps	  	 	[***]	  	  	 	$[***]	  
	> $1,000M: bps	 	 	[***]	  	  	 	$[***]	  	  	> $1,000M: bps	  	 	[***]	  	  	 	$[***]	  
		
	Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for
ByAllAccounts is $[***]/account.	     	  	Billed quarterly in advance based on quarter end account balance, subject to a minimum fee of $[***] and a maximum fee of $[***] per year. The minimum annual fee for
ByAllAccounts is $[***]/account.	     

  

					
	Admin Fee	  
	 All Levels
	  	 	[***]%	  

 Above Admin Fee % applies to all stated fees (Any Account, Account Based ($), and Asset Based) as well as minimum and
maximum fees. 
 Envestnet offers two ways for data from statements to be entered directly into the reporting system. Consolidated level
statements (for example, private equity, bank statements, non-custodied assets) can be entered directly by the advisor via the web based user interface. For fully transactional data entry Envestnet must perform this data entry. Both methods require
a per account charge, and when Envestnet performs data entry there is surcharge for data entry: 
  

			
	Manual Account Pricing
	 Manual Account, Reporting & Billing Computation
	  	 Manual Account, Reporting & Full Billing
Admin.

	Advisor enters manual data: $[***]/account/year	  	Advisor enters manual data: $[***]/account/year
		
	 Envestnet enters manual data: $[***]/ account/year plus
  

•      Plus $[***] per statement entry at a consolidated level (i.e. account
level detail, not security level detail), or
  
 •      Plus $[***] per hour to enter individual transactions from statement.
	  	 Envestnet enters manual data: $[***]/account/year plus

 

•      Plus $[***] per statement entry at a consolidated level (i.e. account
level detail, not security level detail), or
  
 •      Plus $[***] per hour to enter individual transactions from statement.



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


  
 28 










 Confidential Treatment Requested 

 

 Client Permissioned Account Aggregation (ByAllAccounts) 

Envestnet offers aggregation of accounts that are not otherwise available through a direct custodial interface or through DST, DAZL or DTCC. These
services are provided using ByAllAccounts and are subject to an additional fee per account as follows: 
  

							
	 Client Permissioned Account Aggregation (ByAllAccounts)

(annual charge per account per year)
	   

  
	  	ByAllAccounts fees are a data surcharge that is added to the account fees or minimum fees shown above.
	 All accounts
	  	 	$[***]	  	  
	 Certify existing interface (takes 2-10 business days)
	  	 	$[***]	  	  
	 Develop & Certify new interface (takes 2-12 weeks)
	  	 	$[***]	  	  

  

	*	DST, DAZL, and DTCC are available under these pricing sections for a one-time provisioning fee of $[***]. 


	**	DST, DTCC, DAZL are available under these pricing sections, and require a minimum annual reporting/aggregation fee >$[***] to Envestnet.


  

					
	Admin Fee	  
	 All Levels
	  	 	[***]%	  

 Above Admin Fee % applies to all stated fees with exception of fees for certifying existing interface and developing and
certifying new interface. 
  

			
	 Miscellaneous Fees:
	  	
	Manual entry of cost basis data at setup 	  	$[***] / tax lot
	Manual entry of historical data	  	$[***] / hour

 Fees do not include charges for converting historical performance data which typically equate to [***]% - [***]% of first
year fees, depending on data quality. 

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


  
 29 










 Confidential Treatment Requested 

 

 SECTION 7: OTHER PRODUCTS AND PROGRAMS 

 
 PMC Tax Sensitive Overlay (aka Ongoing Tax
Management) 
 Tax-aware portfolio management that leverages optimization software while keeping the tax-aware portfolio close to the
manager’s model portfolio. 
 Tax Sensitive Overlay – Bill 

No minimum annual account fee 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 All Assets
	  	 	[***]	% 	 	 	[***]	% 

 Tax Sensitive Overlay – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 

 PMC Tax Management Services (aka Tax Transition) 
 Individualized solution to customize realization of large unrealized gains or other unique circumstances. 
 Tax Management Services – Bill 
 No minimum annual
account fee 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 All Assets
	  	 	[***]	% 	 	 	[***]	% 

 Tax Management Services – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 


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


  
 30 










 Confidential Treatment Requested 

 

 Socially Responsible Investments (SRI) Personal Conviction Screens 

The SRI Personal Conviction Screens program is designed for advisors whose clients wish to integrate Environmental, Social and Governance
(ESG) factors into their investments. Utilizing the investment models of independent investment money managers, this integrated solution screens out, on a best efforts basis, a clients' exposure to securities of companies that are not aligned with
their personal convictions. 
 SRI – Bill 

No minimum annual account fee 
  

					
	 Account Size
	  	List	 
	 All Assets
	  	 	[***]	% 

 SRI – Admin Fee 

 

					
	 Enterprise Total
	  	List	 
	 All Levels
	  	 	[***]	% 

 Time Segmented Distribution (TSD) and Retirement Outcome Advisor (ROA) Reporting Fee – License Fee

 TSD and ROA are separate services. If an advisor chooses both services, 2 license fees will apply. 

TSD/ROA – Bill 
  

													
	  	  	1 Seat at a time	 	  	50 Seats (Volume Pricing)	 	  	100 Seats (Volume Pricing	 
	 Rate per Seat*
	  	$	[***]	  	  	$	[***]	  	  	$	[***]	  

 TSD/ROA – Admin Fee 
  

													
	 Enterprise Total
	  	1 Seat at a time	 	 	50 Seats (Volume Pricing)	 	 	100 Seats (Volume Pricing)	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 	 	 	[***]	% 

  

	*	License Fee is charged per Entitlement. The License Fee applies to both advisors and administrative users. 


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


  
 31 










 Confidential Treatment Requested 

 

 Time Segmented Distribution (TSD)/Retirement Outcome Advisor (ROA) Reporting Fee – Per Account
Fee 
 TSD and ROA are separate services. If an account utilizes both services, both fees will apply. 

TSD/ROA – Bill 
  

					
	 	  	Per Account	 
	 Rate per Account (Transfer Price to Fidelity)
	  	$	[***]	  
	 % Revenue to Fidelity
	  	 	[***]	% 
	 Fidelity Mark-up
	  	$	[***]	  
	 Rate per Account
	  	$	[***]	  

 TSD/ROA – Admin Fee 

 

					
	 Enterprise Total
	  	Per Account	 
	 All Levels
	  	 	[***]	% 

 Annuities Services 
 Annuities Services – Bill 
 Minimum annual account fee:
$[***] 
  

									
	 Account Size
	  	List	 	 	Disc 1	 
	 First $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Next $500K
	  	 	[***]	% 	 	 	[***]	% 
	 Over $1MM
	  	 	[***]	% 	 	 	[***]	% 

 Annuities Services – Admin Fee 

 

									
	 Enterprise Total
	  	List	 	 	Disc 1	 
	 All Levels
	  	 	[***]	% 	 	 	[***]	% 


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


  
 32 










 Confidential Treatment Requested 

 

 SECTION 8: PARTNER ADVANTAGE PROGRAM 

 
 Partner Advantage 

Partner Advantage is available to firms that make an asset-based commitment to use the MAR SMA and UMA programs. Partner Advantage includes the
proposal generator, research, and billing. It does not include performance reporting or wholesaling. Selected strategies and managers will be made available at reduced fees. Partner Advantage is available for firms converting $[***]
million in SMA/UMA assets. The Platform Fee shown below for Partner Advantage applies to both SMA and UMA accounts. 

Partner Advantage – Bill 
 SMA minimum annual account fee: $[***] 
  

					
	 Account Size
	  	 	 
	 All Assets
	  	 	[***	]% 

 Partner Advantage – Admin Fee 

 

					
	 Enterprise Total
	  	 	 
	 All Assets
	  	 	[	***]% 

 SMA and UMA accounts in the Partner Advantage program will also be eligible for an Admin Fee of [***]% of the Portfolio
Administration Spread. 

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


  
 33 










 Confidential Treatment Requested 

 

 Overview/Notes of FBS - Envestnet Platform Fee Schedule 

 

	1.	The fee schedules include both the platform fee to be charged to the account holder (such fee is specified as a percentage in the applicable table entitled
“Bill” and is based on the amount of assets in such account holder’s account(s) in any of the Programs) and the percent of such platform fee that will be paid to FBS through an Administrative Services Fee, (such Administrative
Services Fee is specified in the applicable table entitled “Admin Fee” and is based on the aggregate amount of assets in accounts in the Programs including NFS and FBS accounts (see note 5 below) during the applicable period (such
aggregate amount is referred to as the “enterprise level”)). 

  

	2.	Tiered Pricing: Pricing is tiered both at the account level and at the enterprise level. The ‘account level’ tiering determines the platform fee that will be
charged to the account holder. The ‘enterprise level’ tiering determines the percent of the aggregate platform fees that will be paid to FBS as an Admin Fee (see note 12). 


 

	3.	Billing Fees: The pricing to each account (i.e., the ‘bill’ side) is consistent to the client account regardless of the cumulative enterprise assets.


  

	4.	Householding: Program fees are calculated based on the total assets held within a household within each Program, including separately managed account portfolios, wrap
accounts, home office model management, rep as pm, advisor directed UMA, multi-manager accounts and reporting only. A household includes all accounts held by members of an immediate family, i.e., parents, siblings, spouse, and children. Assets held
in all separately managed account portfolios (equity SMA, fixed income SMA, and mutual fund holdings) within a household are summed to calculate fees for those accounts. Similar calculations are made within the other Program types (i.e., wrap
accounts and multi-manager accounts). 

  

	5.	Administrative Service Fee Schedule: All Envestnet program assets at Fidelity, with the exception of the Strategic Advisors Mutual Fund Portfolio program, are summed to
determine the enterprise level within the applicable Admin Fee schedule to be used. This includes assets custodied at FBS and NFS. In addition, Envestnet’s non-MAS managed account assets with [***] will be added to the total of Fidelity assets
to determine the Enterprise total. Assets in the Strategic Advisor Wrap Portfolios are summed separately to determine the Admin Fee schedule that applies to those assets. Once the total assets reach a new threshold, a higher portion of the platform
fee collected on all subsequent assets will be paid to FBS according to the applicable Admin Fee schedule. 

  

	6.	Admin Fee based on Percentage: The portion of the Admin Fee to be paid to FBS is calculated using a single percentage. That percentage applies to all levels of the
‘account level’ tiering. 

  

	7.	A portion of the minimum fee per account will be paid to FBS according to the applicable Admin Fee Schedule. 


 

	8.	Platform Fee Discounts: Each product solution is priced with Admin Fee schedules to give FBS some flexibility in selling the platform. Although it is possible to build
additional discounted fee schedules into the Envestnet billing system, each schedule must be entered manually. If additional discount schedules are desired, it is preferred that those schedules be defined at the onset. The admin fee percentage for a
newly added discount schedule will match the discount schedule listed for the nearest first tier (e.g., if a schedule is established for a product with a first tier equal to [***]bp, the admin fee percentage will match that listed for [***]bp. A new
schedule starting at [***]bp will match that listed for [***]bp.) 

  

	9.	Reporting and Administrative Services are available for accounts custodied at Fidelity or other custodial systems that provide data to Envestnet’s systems
electronically. 

  

	10.	Separate development fees will be charged to any advisor that requires further customization of the platform to accommodate its own investment programs, for example:
development of product profiles, asset allocation diagrams, questionnaire scoring, performance hypotheticals, etc. These fees will generally be a one-time charge. Revenues from these development activities will be retained in full by Envestnet.


  

	11.	Separate development fees will be charged to any advisor to fulfill a request for additional separate account managers on that firms the platform. The fee to develop
the first product profile, setup the manager/product on the Envestnet data base and in APL, setup the manager/product on the website, train/test the manager on APL and test the connection, complete sub-manager contracts will be $[***]. Each
additional product from this same manager will cost $[***] to setup. Revenues from these development activities will be retained in full by Envestnet. 


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


  
 34 










 Confidential Treatment Requested 

 


	12.	The “Bill” and “Admin Fee” amounts specified above for the Strategic Advisers Wrap Portfolios include amounts to be paid to SAI by Envestnet
pursuant to the separate agreement between Envestnet and SAI. Such amounts are included in the percentages specified in such tables solely for the parties’ convenience, and notwithstanding the inclusion of such amounts in such percentages in
such tables, Envestnet shall pay all amounts due from Envestnet to SAI directly to SAI in accordance with the terms of such separate agreement between Envestnet and SAI (the remaining portion of the percentage specified in the Admin Fee table will
be paid by Envestnet to FBS, as applicable). 

  

	13.	With respect to the fee schedule set forth above for the Strategic Advisers Mutual Fund Portfolios, if amounts payable by Envestnet pursuant to such fee schedule for a
particular period for a given account are less than the amounts otherwise payable by Envestnet to SAI with respect to such account for such period pursuant to the separate sub-advisory agreement (the “Sub-Management Agreement”) between
Envestnet and SAI (the difference between such amounts is referred to herein as the “SAI Shortfall”), then Envestnet shall (i) withhold the amount of the SAI Shortfall from amounts that are due and payable by Envestnet to FBS
hereunder in respect of other accounts that do not have an SAI Shortfall for such period, and (ii) promptly remit the amount of the SAI Shortfall to SAI in accordance with the terms of the Sub-Management Agreement on behalf of FBS.


 Billing Procedures 
 Program fees will be billed quarterly, in advance, and utilize the period ending balance (PEB) account values. Envestnet will calculate the total Client fees and submit the fee debit instructions through
the FBS fee deduction tool for deduction from each Client’s account. FBS, will process Envestnet’s instructions to debit Program fees due from Clients pursuant to authority to do so granted to Envestnet in an agreement between each Client
and Envestnet. Envestnet shall release the fees as follows: (i) Envestnet will remit to FBS the custody fee and the Admin Fee, ; (ii) Envestnet will remit the relevant Advisor’s portion of the fee to the Advisor; and (iii) the
remaining portion of the fee shall be released to Envestnet (and Envestnet shall be responsible for paying any applicable sub-advisory fees to the appropriate Money Manager). Prior to the aforementioned release of fees, Envestnet shall send to each
Client a fee statement, at least quarterly, indicating all amounts to be disbursed from the Client’s account. All fees shall be based on the amount of assets under management in each Client account during the applicable period of determination,
calculated on a pro rata basis for any partial period, as applicable, and payable by Clients in accordance with the terms of the applicable Advisory Agreement. 

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


  
 35