Second Amendment to Registration Rights Agreement



 Exhibit 4.4 
 EXECUTION COPY 
 ENVESTNET ASSET MANAGEMENT GROUP, INC. 

 SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 
 Reference is made to the Registration Rights Agreement dated as of March 22, 2004 among Envestnet Asset Management Group, Inc., a
Delaware corporation, then known as Envestnet Asset Management, Inc. (the “Company”) and the persons listed on Schedule A thereto, as amended by that certain First Amendment to Registration Rights Agreement, dated as of August 30,
2004 (the “Registration Rights Agreement”). Capitalized terms used herein shall have the meaning set forth in the Registration Rights Agreement. 
 Effective March 24, 2005 (the “Effective Date”), the Company and the undersigned holders of at least 66 2/3% of the Registrable Common Stock issued and outstanding hereby agree as follows:

 1. Section 1.1 of the Registration Rights Agreement is hereby amended by restating the first sentence thereof to read as
follows: 
 Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in that certain
Second Amended and Restated Stockholders’ Agreement dated as of March 24, 2005, among the Company and certain stockholders of the Company parties thereto. 
 2. Section 9.1 of the Registration Rights Agreement is hereby amended by inserting the following at the end thereof: 
 Notwithstanding anything to the contrary contained herein, any Permitted Transferee that is a charity shall not be subject to the terms of this Section 9.1. 
 3. Schedule A to the Registration Rights Agreement is hereby amended by adding FMR Corp., a Delaware corporation, as a Holder, and FMR.
Corp. hereby agrees to become subject to the restrictions applicable to Holders under the Registration Rights Agreement. 
 4.
Except as amended hereby, the Registration Rights Agreement shall continue in full force and effect as heretofore. 







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

							
	THE COMPANY:	 		 	ENVESTNET ASSET MANAGEMENT GROUP, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Judson Bergman

		 		 		 	Chief Executive Officer
			
	HOLDERS:	 		 	FMR CORP., a Delaware corporation
				
		 		 	By:	 	 /s/ Karen Hammond

		 		 		 	Karen Hammond, Treasurer
			
		 		 	THE ENVESTNET GROUP, INC., a Delaware corporation
				
		 		 	By:	 	 /s/ Judson Bergman

		 		 		 	Judson Bergman, Chief Executive Officer
			
		 		 	Siva Suresh
			
		 		 	By: GRP Management Services Corp, as trustee under that certain Voting Trust Agreement dated as of March 1, 2005
				
		 		 	By:	 	 /s/ Steven E. Lebow

		 		 	Name:	 	Steven E. Lebow
		 		 	Title:	 	Chairman
			
		 		 	Karen McCue
			
		 		 	By: GRP Management Services Corp, as trustee under that certain Voting Trust Agreement dated as of March 1, 2005
				
		 		 	By:	 	 /s/ Steven E. Lebow

		 		 	Name:	 	Steven E. Lebow
		 		 	Title:	 	Chairman









			
	Mohan Ananda
	
	By: GRP Management Services Corp. as trustee under that certain Voting Trust Agreement dated as of March 1, 2005
		
	By:	 	 /s/ Steven E. Lebow

	Name:	 	Steven E. Lebow
	Title:	 	Chairman
	
	Suresh Kolachalam
	
	By: GRP Management Services Corp, as trustee under that certain Voting Trust Agreement dated as of March 1, 2005
		
	By:	 	 /s/ Steven E. Lebow

	Name:	 	Steven E. Lebow
	Title:	 	Chairman
	
	S. Ramesh
	
	By: GRP Management Services Corp. as trustee under that certain Voting Trust Agreement dated as of March 1, 2005
		
	By:	 	 S. Ramesh

	Name:	 	
	Title:	 	
	
	Dr. C. Siva
	
	By: GRP Management Services Corp. as trustee under that certain Voting Trust Agreement dated as of March 1, 2005
		
	By:	 	 Dr. C. Siva

	Name:	 	
	Title:	 	










			
	GRP II, L.P.
	
	By: GRPVC, L.P., its General Partner
	
	By: GRP Management Services Corp., a Delaware corporation, its General Partner
		
	By:	 	 /s/ Steven E. Lebow

	Name:	 	 Steven E. Lebow

	Title:	 	 Chairman

	
	GRP II Partners, LP., a Delaware limited partnership
	
	By: GRPVC, L.P., its General Partner
	
	By: GRP Management Services Corp., a Delaware Corporation, its General Partner
		
	By:	 	 /s/ Steven E. Lebow

	Name:	 	 Steven E. Lebow

	Title:	 	 Chairman

	
	GRP II Investors, L.P., a Delaware limited partnership
	
	By: Merchant Capital, Inc., its General Partner
		
	By:	 	 /s/ Steven E. Lebow

	Name:	 	 Steven E. Lebow

	Title:	 	 Chairman











			
	 /s/ Michael Apker

	Michael Apker
	
	 /s/ Vigneswara Mokkarala

	Vigneswara Mokkarala
	
	 /s/ Scott Grinis

	Scott Grinis
	
	Foundation Capital III, L.P.
	By: Foundation Capital Management Co. III, LLC
		
	By:	 	 /s/ Warren Weiss

	Name:	 	 Warren Weiss

	Title:	 	 Manager

	
	Foundation Capital III Principals Fund, L.P.
	By: Foundation Capital Management Co. III, LLC
		
	By:	 	 /s/ Warren Weiss

	Name:	 	 Warren Weiss

	Title:	 	 Manager

	
	LMS Capital (Bermuda) Limited
		
	By:	 	 /s/ Daniel Bordage

	Name:	 	 DANIEL BORDAGE

	Title:	 	 DIRECTOR