UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of common stock, par value $0.005 per share (the “Common Stock”), of Envestnet, Inc., a Delaware corporation (“Envestnet” or the “Company”). The Company’s principal executive offices are located at 35 East Wacker Drive, Suite 2400, Chicago, IL 60601.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c), (f). This statement is being filed by (1) TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), (2) TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII (A)”), (3) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV VII and TCV VII (A), the “Purchasers”), (4) Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership (“TCM VII”), (5) Technology Crossover Management VII, Ltd., a Cayman Islands exempted company (“Management VII”), (6) Jay C. Hoag (“Mr. Hoag”), (7) Richard H. Kimball (“Mr. Kimball”), (8) John L. Drew (“Mr. Drew”), (9) Jon Q. Reynolds, Jr. (“Mr. Reynolds”), (10) William J.G. Griffith IV (“Mr. Griffith”), (11) Robert W. Trudeau (“Mr. Trudeau”), (12) Christopher P. Marshall (“Mr. Marshall”), (13) Timothy P. McAdam (“Mr. McAdam”), (14) John C. Rosenberg (“Mr. Rosenberg”) and (15) David L. Yuan (“Mr. Yuan”). TCV VII, TCV VII (A), Member Fund, TCM VII, Management VII, Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Griffith, Mr. Trudeau, Mr. Marshall, Mr. McAdam, Mr. Rosenberg and Mr. Yuan are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is incorporated by reference as Exhibit 1 hereto.

TCV VII, TCV VII (A), Member Fund, TCM VII and Management VII (collectively, the “TCV Entities”) are each principally engaged in the business of investing in securities of privately and publicly held companies. TCM VII is the direct general partner of TCV VII and TCV VII (A). Management VII is the direct general partner of TCM VII, the ultimate general partner of TCV VII and TCV VII (A) and a general partner of Member Fund. The address of the principal business and office of each of the TCV Entities is 528 Ramona Street, Palo Alto, California 94301.

Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Griffith, Mr. Trudeau, Mr. Marshall, Mr. McAdam, Mr. Rosenberg and Mr. Yuan (collectively, the “Class A Directors”) are the Class A Directors of Management VII. The Class A Directors are each United States citizens and the present principal occupation of each is as a venture capital investor. The business address of each of the Class A Directors is 528 Ramona Street, Palo Alto, California 94301.

(d), (e). During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pursuant to the terms of a Warrant Purchase Agreement, dated August 18, 2011 (the “Warrant Purchase Agreement”), by and among TCV VII, TCV VII (A), Member Fund and FundQuest Incorporated (“FundQuest”), the Purchasers agreed to purchase from FundQuest a warrant to purchase, as of August 18, 2011, 1,388,888 shares of Common Stock at an exercise price of $10.80 per share in cash (the “Warrant”).

In consideration for the Warrant, TCV VII, TCV VII (A) and Member Fund paid to FundQuest $1,567,234.00, $813,903.44 and $13,583.25, respectively, or $2,394,720.69 in the aggregate, at the closing of the purchase of the Warrant on August 19, 2011.

In addition, between February 4, 2011 and August 19, 2011, the Purchasers purchased the following shares of Common Stock in the open market and in privately negotiated transactions with third-parties (the “Market Shares”):

The source of funds for the acquisition of the Warrant and the Market Shares by the Purchasers was from capital contributions from the respective partners of each of the Purchasers.

ITEM 4. PURPOSE OF TRANSACTION.

Warrant Purchase Agreement

The Purchasers agreed to purchase, and FundQuest agreed to sell, the Warrant pursuant to the Warrant Purchase Agreement.

A copy of the Warrant Purchase Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein.

Exchange Warrants

In connection with the purchase of the Warrant from FundQuest, the Company issued each of the Purchasers a new warrant of like tenor as the Warrant (the “Exchange Warrants”), each dated August 19, 2011. The Exchange Warrants represent, in the aggregate, the right to purchase the same number of shares of Common Stock that FundQuest was entitled to purchase under the Warrant, namely a number of shares of Common Stock equal to the lesser of (i) 1,388,888 and (ii) the number of shares of Common Stock representing 4.99% of the aggregate outstanding shares of Common Stock on a fully diluted basis on the date of exercise of the Exchange Warrant. The number of shares of Common Stock issuable upon exercise of the Exchange Warrants is subject to adjustments in the event of a capital reorganization or recapitalization of the Company and under certain other circumstances as set forth in the Exchange Warrants.

As of the date of this Schedule 13D, the Purchasers are entitled to purchase an aggregate of 1,388,888 shares of Common Stock under the Exchange Warrants. The Exchange Warrants are exercisable in whole or in part at any time and from time to time during their term at an exercise price of $10.80 per share. Payment of the exercise price must be made in cash. The Exchange Warrants expire on January 29, 2014. Prior to exercise, the Exchange Warrants may not be sold, transferred, assigned or otherwise disposed of unless such transfer is to a majority controlled subsidiary of the applicable Purchaser or to a person previously approved by Envestnet, which prior approval is at Envestnet’s sole discretion.

A copy of the form of Exchange Warrant issued to the Purchasers is attached hereto as Exhibit 3 and is incorporated by reference herein.

Registration Rights Agreement

Pursuant to the Warrant Purchase Agreement, FundQuest assigned all of its rights under a Registration Rights Agreement, dated as of February 22, 2010, by and among Envestnet and FundQuest (the “Registration Rights Agreement”), to the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to register with the Securities and Exchange Commission, upon the request of the Purchasers and on any one (1) occasion, the resale of the shares of Common Stock issuable upon the exercise of the Exchange Warrants and all other shares of Common Stock held by the Purchasers and then outstanding (the “Registrable Securities”), including the Market Shares. In the event that the Purchasers request that the Company register the Registrable Securities on a resale shelf registration statement on Form S-3, the Company has agreed to keep the registration statement effective for a period of up to two years, subject to the Company’s right to suspend the effectiveness of the registration statement or the use of the prospectus that is part of the registration statement during specified periods under certain circumstances. The Company has also agreed to provide the Purchasers with piggyback registration rights, on a pari passu basis with existing registration rights holders, in the event that the Company registers any such securities, either for its own account or for the account of other stockholders, subject to the right of the underwriters involved in any such transaction to limit the number of shares of Common Stock included in an underwritten offering, and subject to certain specified exceptions.

The Company is obligated to pay all of the expenses it incurs in connection with such registrations (other than underwriting discounts and commissions, if any) as well as reasonable fees and expenses of one counsel to the Purchasers in connection with the exercise of their registration rights. The Company has agreed to indemnify the Purchasers and related persons against certain liabilities under the securities laws in connection with the sale of securities under such registrations.

A copy of the Registration Rights Agreement is attached hereto as Exhibit 4 and is incorporated by reference herein.

Written Consent

On August 18, 2011, FundQuest and the Purchasers received a Consent to Warrant Transfer and Assignment of Registration Rights from the Company (the “Written Consent”) pursuant to which the Company provided its consent to the sale of the Warrant to the Purchasers, as required by the terms of the Warrant, and its acknowledgement of the assignment of FundQuest’s rights under the Registration Rights Agreement to the Purchasers.

A copy of the Written Consent is attached hereto as Exhibit 5 and is incorporated by reference herein.

The Reporting Persons acquired the Exchange Warrants and the Market Shares for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, (i) investigate, evaluate, discuss, negotiate or agree to exercise all or a portion of the Exchange Warrants or acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended, in privately negotiated transactions or otherwise, (ii) investigate, evaluate, discuss, negotiate or agree to retain and/or sell, exchange or otherwise dispose of all or a portion of the Exchange Warrants, the shares of Common Stock issuable upon the exercise of the Exchange Warrants, the Market Shares or other shares of Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, in change of control transactions or tender offers or otherwise and/or (iii) request representation on the Company’s board of directors or enter into discussions with management or the board of directors regarding strategic transactions (including those involving the Company’s securities). In addition, in light of current market price levels of the Common Stock, and subject to the Reporting Persons’ continuing review of the other factors listed below, the Purchasers are evaluating additional acquisitions of shares of Common Stock in the open market or in privately negotiated transactions in the short term. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b). As of the close of business on August 24, 2011, the Reporting Persons owned directly and/or indirectly the following shares:

Each of the Purchasers has the sole power to dispose or direct the disposition of the shares of Common Stock which it holds directly, and will have the sole power to dispose or direct the disposition of the shares of Common Stock acquired upon exercise of its respective Exchange Warrant. In addition, each of the Purchasers has the sole power to vote or direct the vote of the shares of Common Stock which it holds directly, and will have the sole power to vote or direct the vote of the shares of Common Stock acquired upon exercise of its respective Exchange Warrant.

Management VII, as the ultimate general partner of TCV VII and TCV VII (A) and a general partner of Member Fund, and TCM VII, as the direct general partner of TCV VII and TCV VII (A), may also be deemed to have the sole power to dispose or direct the disposition of the shares held by TCV VII and TCV VII (A) and, with respect to Management VII, certain of the shares held by Member Fund and have the sole power to direct the vote of such shares. Each of Management VII and TCM VII disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

Under the memorandum and articles of association of Management VII, the Class A Directors have the shared power to dispose or direct the disposition of the shares held by TCV VII and TCV VII (A) and certain of the shares held by Member Fund and the shared power to direct the vote of such shares. Each of the Class A Directors disclaims beneficial ownership of the securities owned by Management VII, TCM VII, TCV VII, TCV VII (A) and Member Fund except to the extent of their respective pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a)–(b), each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock, including shares of Common Stock underlying the Exchange Warrants, owned beneficially or of record by any other Reporting Person.

(c). During the past 60 days, the Purchasers purchased the Warrant, as summarized in Item 4 above, and acquired the following shares of Common Stock through open market purchases made through broker-dealers on the dates set forth below:

Except as set forth herein, none of the Reporting Persons have effected any transaction in any securities of the Company during the past 60 days.

(d). Not applicable.

(e). Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 4 above summarizes certain provisions of the Warrant Purchase Agreement, the Exchange Warrants, the Registration Rights Agreement, and the Written Consent. A copy of the Warrant Purchase Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein. A copy of the form of Exchange Warrant is attached hereto as Exhibit 3 and is incorporated by reference herein. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4 and is incorporated by reference herein. A copy of the Written Consent is attached hereto as Exhibit 5 and is incorporated by reference herein.

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Joint Filing Agreement.

Exhibit 2 Warrant Purchase Agreement, dated August 18, 2011, among FundQuest Incorporated, TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P.

Exhibit 3 Form of Warrant to Purchase Common Stock of Envestnet, Inc., issued to TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P.

Exhibit 4 Registration Rights Agreement, dated February 22, 2010, among Envestnet, Inc. (formerly known as Envestnet Asset Management Group, Inc.) and FundQuest Incorporated.

Exhibit 5 Consent to Warrant Transfer and Assignment of Registration Rights, dated August 18, 2011, between Envestnet, Inc. and FundQuest Incorporated.

Exhibit 6 Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference from Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 2, 2011).

Exhibit 7 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009).

Exhibit 8 Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010).

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 26, 2011

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement.

Exhibit 2 Warrant Purchase Agreement, dated August 18, 2011, among FundQuest Incorporated, TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P.

Exhibit 3 Form of Warrant to Purchase Common Stock of Envestnet, Inc., issued to TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P.

Exhibit 4 Registration Rights Agreement, dated February 22, 2010, among Envestnet, Inc. (formerly known as Envestnet Asset Management Group, Inc.) and FundQuest Incorporated.

Exhibit 5 Consent to Warrant Transfer and Assignment of Registration Rights, dated August 18, 2011, between Envestnet, Inc. and FundQuest Incorporated.

Exhibit 6 Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference from Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 2, 2011).

Exhibit 7 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009).

Exhibit 8 Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010).

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.005 per share, of Envestnet, Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 26th day of August, 2011.

Exhibit 2

EXECUTION VERSION

Confidential

WARRANT PURCHASE AGREEMENT

By and Among

TCV VII, L.P.,

TCV VII (A), L.P. and

TCV MEMBER FUND, L.P.,

as Purchasers

and

FUNDQUEST INCORPORATED

as Seller

Dated as of

August 18, 2011

TABLE OF CONTENTS

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WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2011, by and among TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII (A)”), and TCV MEMBER FUND, L.P., a Cayman Islands exempted limited partnership (collectively with TCV VII and TCV VII (A), the “Purchasers”), and FundQuest Incorporated, a Delaware corporation (the “Seller”).

RECITALS

WHEREAS, the Seller is the record and beneficial owner of a Warrant, dated February 8, 2010 (the “Warrant,” a copy of which is attached hereto as Exhibit A), to purchase shares of common stock, par value $0.005 per share (“Common Stock” and such shares issuable upon exercise of the Warrant, the “Warrant Shares”), of Envestnet, Inc., a Delaware corporation (the “Company”);

WHEREAS, the Purchasers desire to acquire from the Seller, and the Seller desires to sell to the Purchasers, all of its right, title and interest in and to the Warrant (the “Warrant Purchase”), on the terms and subject to the conditions contained herein; and

WHEREAS, this Agreement and the transactions contemplated hereby have been approved by all requisite action on the part of the Seller and the Purchasers.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND TERMS

Section 1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

“Agreement” shall mean this Agreement, together with the Schedules and Exhibits hereto, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in the City of New York are authorized or obligated by Law or executive order to close.

“Closing” shall mean the closing of the transactions contemplated by this Agreement, as provided for in Section 2.1 hereof.

“Closing Date” shall have the meaning set forth in Section 2.1 hereof.

“Common Stock” shall have the meaning set forth in the recitals hereto.

“Company” shall have the meaning set forth in the recitals hereto.

“Consents” shall have the meaning set forth in Section 3.5(b) hereof.

“Contract” shall mean any written bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Warrant” shall have the meaning set forth in Section 2.3 hereof.

“Governmental Authority” shall have the meaning set forth in Section 3.5(b) hereof.

“Holders” shall have the meaning given to such term in the Registration Rights Agreement.

“Laws” shall mean any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree, administrative order or decree, administrative or judicial decision, and any other executive or legislative proclamation.

“Liens” shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or other adverse interests or restrictions on title or transfer.

“Person” shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity or organization.

“Purchasers” shall have the meaning set forth in the preamble hereto.

“Registrable Common Stock” shall have the meaning given to such term in the Registration Rights Agreement.

“Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of February 22, 2010, by and among the Company and the Seller, as in effect on the date of this Agreement, a copy of which is attached hereto as Exhibit B.

“Related Party” shall have the meaning set forth in Section 8.13 hereof.

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“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller” shall have the meaning set forth in the preamble hereto.

“Transfer” shall have the meaning given to such term in the Warrant.

“Warrant” shall have the meaning set forth in the recitals hereto.

“Warrant Purchase” shall have the meaning set forth in the recitals hereto.

“Warrant Shares” shall have the meaning set forth in the recitals hereto.

Section 1.2 Other Definitional Provisions.

(a) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c) The term “dollars” and character “$” shall mean United States dollars.

(d) The word “including” shall mean including, without limitation, and the words “include” and “includes” shall have corresponding meanings.

ARTICLE II

CLOSING;

PURCHASE AND SALE OF SHARES

Section 2.1 Closing. The closing of the Warrant Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, at 9:00 a.m. (local time), on the date hereof following the satisfaction of the conditions precedent specified in Article VI, or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Section 2.2 Purchase and Sale of the Warrant. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall, and hereby does, sell, convey, assign, transfer and deliver to the Purchasers the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof, and title thereto, free and clear of any and all Liens, except for any Liens arising under the Securities Act or any applicable state securities Laws or created by a Purchaser or arising out of the ownership of the Exchange Warrants by the Purchasers solely as a result of the identity or contractual obligations of the Purchasers, and the Purchasers shall, and hereby do, severally and not jointly, purchase, acquire and accept from the Seller, all right, title and interest in and to the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof.

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Section 2.3 Conveyance. At the Closing, the Seller shall deliver (or cause to be delivered) to each Purchaser a new warrant of like tenor as the Warrant in the form attached hereto as Exhibit C, issued by the pursuant Company in the name of such Purchaser to Section 2(d) of the Warrant, to purchase a percentage of the Warrant Shares issuable upon exercise of the Warrant set forth opposite such Purchaser’s name on Schedule I hereto (each such warrant issued to a Purchaser, an “Exchange Warrant”). The Exchange Warrants shall, in the aggregate, entitle the Purchasers to purchase 100% of the Warrant Shares subject to the Warrant.

Section 2.4 Assignment of Registration Rights. Effective as of the Closing and in connection with and subject to the consummation of the Warrant Purchase, (i) the Seller hereby assigns and transfers all of its rights under the Registration Rights Agreement to the Purchasers, as subsequent Holders of Registrable Common Stock, pursuant to Section 11 of the Registration Rights Agreement, and (ii) each of the Purchasers hereby consents and agrees to be bound by the terms of the Registration Rights Agreement as a subsequent Holder party to the Registration Rights Agreement pursuant to Section 11 thereof (such assignment and transfer, the “Registration Rights Assignment”).

Section 2.5 Consideration. At the Closing, in consideration of such sale, conveyance, assignment, transfer and delivery of the Warrant by the Seller and the Registration Rights Assignment, each Purchaser, severally and not jointly, shall pay or cause to be paid to the Seller the amount set forth opposite such Purchaser’s name on Schedule II hereto in exchange for the Exchange Warrant delivered by (or on behalf of) the Seller to such Purchaser pursuant to Section 2.3 hereof and the Registration Rights Assignment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows:

Section 3.1 Organization. The Seller is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all corporate power and authority to own, lease and operate all of its properties and assets and to conduct its business as it is now being conducted.

Section 3.2 Authority; Binding Effect. The Seller has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller, and no other corporate action on the part of the Seller is required to authorize the execution, delivery and performance hereof, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid

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and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting enforcement of creditors’ rights generally and (ii) equitable limitations on the availability of specific remedies (whether considered in a proceeding in equity or at Law).

Section 3.3 Title to Warrant; Warrant and Registration Rights Agreement.

(a) The Seller is the record and beneficial owner of the Warrant and has good and valid title to the Warrant, free and clear of all Liens, except Liens arising under the Securities Act or any applicable state securities Laws. The Warrant is currently exercisable by the Seller on the terms set forth therein, and upon exercise of the Warrant in accordance with the terms thereof the Seller has the sole right to receive the Warrant Shares issuable thereunder, free and clear of all Liens, except Liens arising under the Securities Act or any applicable state securities Laws.

(b) The Seller has delivered to the Purchasers a true, complete and correct signed copy of each of the Warrant and the Registration Rights Agreement. The Warrant and the Registration Rights Agreement, each in the form so delivered, are in full force and effect. The Registration Rights Agreement is a legal, valid and binding obligation of the Seller.

(c) The Warrant has not been exercised or Transferred, in whole or in part, by the Seller, and no exercise form or notice of exercise has been delivered to the Company with respect thereto. The Seller has not exercised any of its rights under the Registration Rights Agreement, and the Seller has not provided notice to the Company of any exercise thereof. The Seller has not transferred or assigned any of its rights under the Registration Rights Agreement.

(d) No event has occurred which, with or without notice, lapse of time or both, would result in a breach or violation of or constitute a default on the part of the Seller under any term or condition of the Warrant or the Registration Rights Agreement. The Seller does not have any reason to believe that the Company will be unable to perform any of its obligations under the Exchange Warrants or the Registration Rights Agreement in accordance with their terms.

(e) The “Initial Exercise Date” as defined in the Warrant is July 29, 2010 and the Warrant will expire at 5:00 P.M., Eastern time, on January 29, 2014. As of the date of this Agreement, (i) the “Warrant Price” as defined in the Warrant is $10.80 per Warrant Share, and (ii) the “Warrant Share Number” as defined in the Warrant is 1,388,888.00 shares of Common Stock.

Section 3.4 Company Approvals; Conveyance and Transfer.

(a) The Seller has received the prior written approval of the Company with respect to the Warrant Purchase and the Transfer of the Warrant to the Purchasers in accordance with Section 2(d) of the Warrant. Any assignments or other instruments to be executed and delivered by the Seller in order to effect the transfer of the Warrant to the Purchasers and the issuance of the Exchange Warrants to the Purchasers in accordance with Section 2.3 hereof have been or will be, at or prior to the Closing, duly executed and delivered by the Seller.

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(b) The Seller has no reason to believe that upon the Closing the Purchasers will not have valid, legal, beneficial and record title to the Exchange Warrants transferred by the Seller pursuant hereto and any Warrant Shares issuable upon the exercise thereof, free and clear of all Liens, except Liens arising under the Securities Act or any applicable state securities Laws or created by a Purchaser or arising out of the ownership of the Exchange Warrants by the Purchasers solely as a result of the identity or contractual obligations of the Purchaser, or that the Exchange Warrants will not be exercisable pursuant to the terms thereof for the Warrant Shares. From and after the Closing, the Seller will no longer hold any Registrable Common Stock and will no longer be a “Holder” party to the Registration Rights Agreement.

Section 3.5 No Violation; Consents and Approvals.

(a) The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the Warrant Purchase, the Registration Rights Assignment and the other transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation or bylaws or any other applicable organizational documents of the Seller, as currently in effect, (ii) conflict with or violate any Laws applicable to the Seller or by which its properties or assets are bound or are subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payments under, or result in the creation of a Lien on any of the properties or assets of the Seller under, any Contract to which the Seller is a party or by which its properties or assets are bound or subject, which breach, default, conflict, right of termination, amendment, acceleration, cancellation, payment or Lien would impair or prevent the Seller’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by the Seller do not, and the performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby will not, require the Seller to make any filing with, obtain any permit, authorization, consent or approval of, or give any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party.

Section 3.6 Brokers. The Seller has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any brokers’ or finders’ fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

Section 3.7 Possession of Adequate Knowledge. The Seller possesses such information concerning the Company and its business as it deems necessary in order to evaluate the merits of the transactions contemplated by this Agreement and is not relying on any representation or warranty in this regard by the Purchasers. The Seller (a) is familiar with the business of the Company, (b) has obtained any and all publicly available information regarding

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the Company that the Seller has determined is necessary or appropriate in making the decision to sell the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof to the Purchasers and in determining the sale price therefor, and (c) is not relying on, and has not received, any representation or statement by the Purchasers (except as expressly set forth herein) or any of their respective directors, officers, stockholders, agents or representatives regarding (x) the business, financial condition or prospects of the Company or (y) the value of the Warrant or the Warrant Shares to be issued upon exercise thereof. The Seller acknowledges and agrees that (A) the price to be paid for the Warrant hereunder by the Purchasers may not equal the difference between the Warrant Price (as defined in the Warrant) and the trading price of the Warrant Shares to be issued upon exercise thereof (or the fair market value of the Warrant or the Warrant Shares) on the date hereof and (B) after the Closing, the value of the Warrant and the Warrant Shares to be issued upon exercise thereof may increase or decrease as a result of a number of factors, including without limitation (I) changes in the Company’s business, financial condition, business relationships or prospects or (II) general industry, market or economic conditions. Without limiting the generality of the foregoing, the Seller acknowledges that (i) the Purchasers currently may have, and later may come into possession of, information with respect to the business, financial condition or prospects of the Company that is not known to the Seller and that may be material to a decision to sell the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof, (ii) the Seller has determined to sell the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof notwithstanding the Seller’s lack of knowledge of such information and (iii) the Purchasers shall have no liability to the Seller with respect to the nondisclosure of such information to the Seller or the nondisclosure of any other information in connection with the transaction contemplated hereby.

Section 3.8 No Other Contracts. The Seller is not currently a party to any Contract with the Company, other than the Warrant and the Registration Rights Agreement, or any Contract with respect to the Warrant or the Warrant Shares to be issued upon exercise thereof, other than the Warrant, this Agreement and the Registration Rights Agreement.

Section 3.9 Not An Affiliate. The Seller is not an “affiliate” of the Company as defined in Rule 144 under the Securities Act and, to the knowledge of the Seller, the Warrant is not a “restricted security” as defined in Rule 144 under the Securities Act.

Section 3.10 No Other Representations. Except for the representations and warranties contained in this Article III and the warranties that inure to the benefit of a purchaser of stock under Section 8-108 of the Uniform Commercial Code, the Purchasers acknowledge and agree that neither the Seller nor any Affiliates of the Seller nor any other Person has made or makes any other express, implied or statutory representation or warranty with respect to the Seller’s sale of the Warrant hereunder, including any representations or warranties as to the Company, its business, its future financial condition or results of operations, including with respect to any financial projections.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASERS

Each of the Purchasers hereby represents and warrants, severally and not jointly, to the Seller as follows:

Section 4.1 Organization. Such Purchaser is an exempted limited partnership duly formed, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to own, lease and operate all of its properties and assets and to conduct its business as it is now being conducted.

Section 4.2 Authority; Binding Effect. Such Purchaser has all requisite exempted limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary exempted limited partnership action on the part of such Purchaser, and no other exempted limited partnership action on the part of such Purchaser is required to authorize the execution, delivery and performance hereof, or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms (assuming due authorization, execution and delivery hereof by the Seller), except to the extent enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting enforcement of creditors’ rights generally and (ii) equitable limitations on the availability of specific remedies (whether considered in a proceeding in equity or at law).

Section 4.3 No Violation; Consents and Approvals.

(a) The execution and delivery of this Agreement by such Purchaser do not, and the performance of this Agreement by such Purchaser and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the exempted limited partnership agreement or other applicable constituent or organizational documents, in each case as currently in effect, of such Purchaser, (ii) conflict with or violate any Laws applicable to such Purchaser or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the properties or assets of such Purchaser under, any Contract to which such Purchaser is a party or by or to which such Purchaser or any of its properties or assets are bound or subject, which breach, default, conflict, right of termination, amendment, acceleration or cancellation, payment or Lien would impair such Purchaser’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

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(b) The execution and delivery of this Agreement by such Purchaser do not, and the performance by such Purchaser of this Agreement and the consummation of the transactions contemplated hereby will not, require such Purchaser to obtain any Consents from any Governmental Authority or any third party, except for applicable requirements of the Securities Act and the Exchange Act.

Section 4.4 Nature of Investment.

(a) Such Purchaser is acquiring the Warrant and the Warrant Shares to be issued upon exercise thereof as principal for its own account for investment purposes only and not with a view to distributing or reselling the Warrant or the Warrant Shares to be issued upon exercise thereof or any part thereof.

(b) Such Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares to be issued upon exercise thereof, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Warrant and the Warrant Shares to be issued upon exercise thereof and, at the present time, is able to afford a complete loss of such investment.

(c) Such Purchaser acknowledges that it has had access to all publicly available information regarding the Company that such Purchaser has determined is necessary or appropriate in making the decision to purchase the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof from the Seller and in determining the purchase price therefor.

(d) Such Purchaser is not purchasing the Warrant or the right to receive the Warrant Shares to be issued upon exercise thereof as a result of any advertisement, article, notice or other communication regarding the Warrant or such Warrant Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(e) Such Purchaser understands and acknowledges that (i) the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and the Seller will rely upon the accuracy and truthfulness of, the foregoing representations and such Purchaser hereby consents to such reliance.

Section 4.5 Brokers. Such Purchaser has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any brokers’ or finders’ fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

Section 4.6 Possession of Adequate Knowledge. Such Purchaser possesses such information concerning the Company and its business as it deems necessary in order to

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evaluate the merits of the transactions contemplated by this Agreement and is not relying on any representation or warranty in this regard by the Seller. Such Purchaser (a) is familiar with the business of the Company and (b) is not relying on, and has not received, any representation or statement by the Seller (except as expressly set forth herein) or any of its directors, officers, stockholders, agents or representatives regarding (x) the business, financial condition or prospects of the Company or (y) the value of the Warrant or the Warrant Shares to be issued upon exercise thereof. Such Purchaser acknowledges and agrees that (A) the price to be paid for the Warrant hereunder by the Purchasers may not equal the difference between the Warrant Price (as defined in the Warrant) and the trading price of the Warrant Shares to be issued upon exercise thereof (or the fair market value of the Warrant or the Warrant Shares) on the date hereof and (B) after the Closing, the value of the Warrant and the Warrant Shares to be issued upon exercise thereof may increase or decrease as a result of a number of factors, including without limitation (I) changes in the Company’s business, financial condition, business relationships or prospects or (II) general industry, market or economic conditions. Without limiting the generality of the foregoing, such Purchaser acknowledges that (i) the Seller currently may have, and later may come into possession of, information with respect to the business, financial condition or prospects of the Company that is not known to such Purchaser and that may be material to a decision to purchase the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof, (ii) such Purchaser has determined to purchase the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof notwithstanding such Purchaser’s lack of knowledge of such information and (iii) the Seller shall have no liability to such Purchaser with respect to the nondisclosure of such information to such Purchaser or the nondisclosure of any other information in connection with the transaction contemplated hereby. The foregoing however, does not limit or modify the representations and warranties of the Seller in Section 3 of this Agreement or the right of the Purchasers to rely thereon.

Section 4.7 No Other Representations. Except for the representations and warranties contained in this Article IV, the Seller acknowledges and agrees that neither the Purchasers nor any Affiliates of the Purchasers nor any other Person has made or makes any other express, implied or statutory representation or warranty with respect to Purchasers’ acquisition of the Warrants or the Warrant Shares to be issued upon exercise thereof hereunder, including any representations or warranties as to the Company, its business, its future financial condition or results of operations, including with respect to any financial projections.

ARTICLE V

COVENANTS

Section 5.1 Commercially Reasonable Efforts. Upon the terms and subject to the conditions of this Agreement, the Seller and the Purchasers each agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI hereof).

Section 5.2 Notification of Certain Matters. The Seller shall give prompt notice to each Purchaser, and each Purchaser shall give prompt notice to the Seller, of the

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occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation or warranty of the Seller or such Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing or (ii) the Seller or such Purchaser, as the case may be, to fail to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.2 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Section 5.3 No Transfers or Other Actions. The Seller agrees that it shall not, prior to the delivery of the Exchange Warrants to the Purchasers pursuant to Section 2.3 hereof, directly or indirectly, (i) sell, assign, transfer or convey, or otherwise propose, offer or agree to sell, assign, transfer or convey, any interest in the Warrant or any of the Warrant Shares to be issued upon exercise thereof (other than to the Purchasers pursuant to this Agreement), (ii) grant or suffer to exist any Lien on the Warrant or any of the Warrant Shares to be issued upon exercise thereof (except Liens arising under the Securities Act or any applicable state securities Laws), (iii) enter into any agreement or understanding, or waive any rights, with respect to the Warrant or any of the Warrant Shares to be issued upon exercise thereof, (iv) exercise the Warrant or (v) take any other action in its capacity as holder of the Warrant that would reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, the rights of Purchasers (including as holders of the Warrant or any of the Warrant Shares to be issued upon exercise thereof) or, other than with respect to any actions taken in connection with any Contract between the Seller and the Company or between the Seller and an Affiliate of the Company, the value of the Warrant.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following condition:

(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal; provided, that the parties shall use their commercially reasonable efforts to have any temporary or preliminary order or injunction lifted.

Section 6.2 Conditions to the Obligations of the Purchasers. The obligation of each of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived, to the extent permitted by applicable Law, by such Purchaser):

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(a) Representations and Warranties. The representations and warranties of the Seller contained in Article III hereof that are qualified as to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of the date when made and at and as of the Closing Date, as though such representations and warranties were made at and as of such date.

(b) Performance. The Seller shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by the Seller on or prior to the Closing Date.

(c) Approval of the Company. Each of the Purchasers shall have received a duly executed copy of the prior written approval of the Company with respect to (i) the Warrant Purchase and the Transfer of the Warrant to the Purchasers in accordance with Section 2(d) of the Warrant and (ii) the Registration Rights Assignment, a copy of which is attached hereto as Exhibit D.

(d) Exchange Warrants. Each of the Purchasers shall have received the duly executed Exchange Warrant to be issued to such Purchaser pursuant to Section 2.3 hereof.

Section 6.3 Conditions to the Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived, to the extent permitted by applicable Law, by the Seller):

(a) Representations and Warranties. The representations and warranties of each Purchaser contained herein which are qualified as to materiality shall be true and correct in all respects, and such representations and warranties as are not so qualified shall be true and correct in all material respects, as of the date when made and at and as of the Closing Date, as though such representations and warranties were made at and as of such date.

(b) Performance. Each Purchaser shall have performed and complied with, in all material respects, all agreements, conditions, covenants and obligations required by this Agreement to be performed or complied with by the Purchasers on or prior to the Closing Date.

(c) Payment of Purchase Price. All of the Purchasers shall have delivered to the Seller by wire transfer of federal or other immediately available funds to the account designated by the Seller the amount set forth opposite such Purchaser’s name on Schedule II hereto.

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ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual written agreement of the Seller and the Purchasers;

(b) by either the Company or the Purchasers, if the Closing has not occurred on or before August 19, 2011 (the “End Date”); provided that the right to terminate this Agreement pursuant to this Section 7.1 shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to occur by such time; or

(c) by either the Company or the Purchasers, if a Governmental Authority shall have issued any order, injunction or other decree or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the transactions contemplated hereby.

Section 7.2 Effect of Termination. If this Agreement is terminated pursuant to Section 7.1 hereof, this Agreement shall become void and of no effect without liability of any party hereto (or any representative or Affiliate of such party) to any other party hereto.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier service, or if sent by facsimile (with receipt of confirmation of delivery) or electronic mail (with receipt confirmed), to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

To the Seller:

FundQuest Incorporated

75 State Street, 6th Floor

Boston, MA 02109

Attention: Lincoln Ross

Fax: (617) 526-7377

E-mail: lross@fundquest.com

With a copy to:

BNP Paribas Investment Partners USA Holdings Inc.

200 Park Avenue

New York, New York 10166

Attention: Robin Meister

Fax: (212) 681-3295

E-mail: robin.meister@bnpparibas-ip.com

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With a copy (which shall not constitute notice) to:

BNP Paribas Investment Partners

14, rue Bergère

75009 Paris - France

Attention: Charlotte Dennery

Fax: +33 1 58 97 20 09

E-mail: charlotte.dennery@bnpparibas.com

With a copy (which shall not constitute notice) to:

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Attention: Alison Dreizen

Fax: (212) 354-8113

E-mail: adreizen@whitecase.com

To the Purchasers:

Technology Crossover Ventures

528 Ramona Street

Palo Alto, CA 94301

Attention: General Counsel

Fax: (650) 614-8222

E-mail: cnewell@tcv.com

     rfenton@tcv.com

With a copy to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention:         Peter F. Kerman

                 Joshua M. Dubofsky

Fax: (650) 463-2600

E-mail: peter.kerman@lw.com

     josh.dubofsky@lw.com

Any such notification shall be deemed delivered (i) upon receipt, if delivered personally, (ii) on the next Business Day, if sent by national courier service for next Business Day delivery or (iii) when confirmation of delivery or receipt is received, if sent by facsimile or electronic mail.

Section 8.2 Amendment; Waiver. The parties may waive or amend any provision of this Agreement if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Purchasers and the Seller, or in the case of an extension or waiver, by the party against whom the extension or waiver is to be effective. No failure or delay

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by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 8.3 Time of Essence. Each of the parties hereto hereby agrees that, with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Section 8.4 Assignment. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto; provided that any Purchaser may assign any or all of its rights and obligations hereunder (including its rights and obligations to purchase any or all of the Exchange Warrants) to any other Purchaser at any time prior to the Closing.

Section 8.5 Entire Agreement. This Agreement (including the Schedules and Exhibits hereto) contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

Section 8.6 Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Purchasers or the Seller, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement; provided that the Company shall be a third party beneficiary of Sections 2.4 and 4.3 hereof.

Section 8.7 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses.

Section 8.8 Governing Law; Jurisdiction. This Agreement shall be governed by the Laws of the State of New York, its rules of conflict of laws notwithstanding. The Seller and each of the Purchasers hereby agree and consent to be subject to the exclusive jurisdiction of any federal or state Court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and to the jurisdiction of any direct appellate court therefrom. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 8.1 hereof.

Section 8.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be as effective as delivery of a manually executed counterpart thereof.

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Section 8.10 Headings. The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 8.11 Survival. The (a) representations and warranties in this Agreement shall be considered to have been relied upon by the parties to whom they were made and shall survive the Closing and (b) covenants and agreements contained in this Agreement shall survive the Closing until fully performed, and, in any such case a claim with respect to a breach of any such representation, warranty, covenant or agreement may be brought at any time prior to the termination of this Agreement by the parties hereto.

Section 8.12 Further Assurances. From time to time after the Closing Date, at the request of the other parties hereto and at the expense of the party so requesting, the Seller and the Purchasers shall execute and deliver to such requesting party such documents and take such other action as such requesting party may reasonably request in order to consummate the transactions contemplated hereby.

Section 8.13 Limited Liability of Members. Notwithstanding any other provision of this Agreement, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement or any of the transactions contemplated hereby will be had against any current or future director, officer, employee, stockholder, general or limited partner or member of any of the Purchasers or the Seller, as applicable, or of any of the foregoing (collectively, a “Related Party” of the Purchasers or the Seller, as applicable), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly understood and agreed that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party, as such, for any obligation of the Purchasers or the Seller, as applicable, under this Agreement or any documents or instruments delivered in connection with this Agreement or any of the transactions contemplated hereby or for any claim based on, in respect of or by reason of such obligations or their creation.

Section 8.14 Severability. If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

Section 8.15 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

Signature Page to Warrant Purchase Agreement

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

Signature Page to Warrant Purchase Agreement

Schedule I

SCHEDULE OF PURCHASERS

Schedule II

SCHEDULE OF THE SELLER

Exhibit 3

FORM OF WARRANT

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

WARRANT

TO PURCHASE

SHARES OF COMMON STOCK

OF

ENVESTNET, INC.

No. W-        

August 19, 2011

FOR VALUE RECEIVED, the undersigned, Envestnet, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that

or its registered assigns is entitled to subscribe for and purchase, at the Warrant Price per share, a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock equal to the product of              multiplied by the Warrant Share Number. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 6 hereof.

1. Term. The right to subscribe for and purchase Warrant Shares represented hereby shall commence on July 29, 2010 (the “Initial Exercise Date”) and shall expire at 5:00 P.M., Eastern time, on January 29, 2014 (such period being the “Term”).

2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part at any time and from time to time during the Term.

(b) Method of Exercise. The Holder hereof may exercise this Warrant, on one (1) or more occasions, on any Business Day, in whole or in part, by the surrender of this Warrant (with the exercise form attached hereto duly completed and executed) at the principal office of the Issuer, and by payment to the Issuer of an amount of consideration therefor equal to the Warrant Price multiplied by the number of Warrant Shares with respect to which this Warrant is then being exercised, payable by certified or official bank check or checks or wire transfer of immediately available funds.

(c) Issuance of Stock Certificates. In the event of any exercise of the rights represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i) certificates for the Warrant Shares so purchased shall be dated the date of such exercise and, together with any other securities issuable upon such exercise and any other property to which the Holder may be entitled upon such exercise, shall be delivered to the Holder within a reasonable time, not exceeding seven (7) Business Days after such exercise and delivery of all necessary information reasonably requested by the Issuer or its transfer agent, with the certificates for the Warrant Shares so purchased being in such denominations as may be specified in the applicable exercise form and registered in the name of the Holder or its Permitted Transferee (as applicable), and the Holder or its Permitted Transferee (as applicable) shall be deemed for all purposes to be the holder of record of the Warrant Shares so purchased as of the date of such exercise, and (ii) unless this Warrant has expired, a new Warrant representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time.

(d) Transferability of Warrant. The Holder of this Warrant may not sell, transfer, assign, or otherwise dispose of, either voluntarily or involuntarily and with or without consideration (“Transfer”) this Warrant unless such Transfer is to (i)             or any majority-controlled subsidiary thereof or (ii) a person previously approved by the Issuer (together with             or any majority-controlled subsidiary thereof, a “Permitted Transferee”), which prior approval shall be in the sole and absolute discretion of the Issuer.

(e) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Act and any applicable state securities laws.

(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

(iii) The restrictions imposed by this Section 2(e) upon the transfer of this Warrant and the Warrant Shares to be purchased upon exercise hereof shall terminate

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(A) when such securities shall have been effectively registered under the Act and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144, or (B) upon the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer, addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Act. Whenever such restrictions shall cease and terminate as to any such securities, the holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of Warrant Shares, new stock certificates) of like tenor not bearing the applicable legend required by paragraph (ii) above relating to the Act and applicable state securities laws.

(f) Continuing Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof or of any Warrant Shares issued upon such exercise, acknowledge in writing its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

(g) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant. In lieu of any fractional Warrant Share to which the Holder would otherwise be entitled, the Issuer shall make a cash payment equal to the Warrant Price multiplied by such fraction.

(h) Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Issuer or, in the case of mutilation, on surrender and cancellation of this Warrant, the Issuer at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

(i) Rights of Stockholders. The Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Issuer that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Issuer or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

3. Covenants.

(a) The Issuer represents, warrants, covenants and agrees that all Warrant Shares which may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free and clear from all taxes, claims,

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liens, charges, encumbrances or other restrictions (other than as provided herein and restrictions under federal and applicable state securities laws). The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the exercise in full of all outstanding Warrants.

(b) The Issuer shall not by any action (including, without limitation, amending the Certificate of Incorporation or by-laws of the Issuer or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action) avoid or seek to avoid (directly or indirectly) the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms. The Issuer will (i) not permit the par value of its Common Stock to exceed the Warrant Price, (ii) not amend or modify any provision of the Certificate of Incorporation or by-laws of the Issuer in any manner that would adversely affect in any way the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holders, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and non-assessable shares of Common Stock, free and clear from all taxes, claims, liens, charges, encumbrances or other restrictions (other than as provided herein and restrictions under federal and applicable state securities laws), and (iv) use its reasonable best efforts to obtain all such authorizations, exemptions or consents from, and make such filings with, any public regulatory body having jurisdiction thereof as may be necessary to enable the Issuer to perform its obligations under this Warrant.

(c) If any shares of the Common Stock required to be reserved for issuance upon exercise of this Warrant require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified or such approval to be obtained or filing made unless such registration or qualification is necessitated by a transfer of this Warrant to any Permitted Transferee.

(d) The Issuer covenants and agrees to provide the Holder of this Warrant and of the Warrant Shares with the registration rights set forth in the Registration Rights Agreement, dated February 22, 2010, among the Issuer and FundQuest Incorporated.

4. Representations of the Issuer. The Issuer represents and warrants to, and agrees with, the Holders as of the date hereof as follows:

(a) The Issuer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b) The Issuer has all requisite power and authority to (i) execute, deliver and perform its obligations under this Warrant and (ii) issue the Warrant Shares issuable upon due exercise of this Warrant.

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(c) Each of (i) the execution, delivery and performance of this Warrant, (ii) the offering, issuance and delivery of this Warrant and the Warrant Shares issuable upon exercise of this Warrant, and (iii) fulfillment of and compliance with the terms and provisions of this Warrant have been duly authorized by the Issuer.

(d) Assuming the accuracy of the representations of the Holder contained in Section 4 of that certain Warrant Purchase Agreement between Holder and FundQuest Incorporated, dated August 18, 2011, the offering, issuance, sale and delivery of this Warrant and the Warrant Shares under the circumstances contemplated by this Warrant constitute exempt transactions under the registration provisions of the Act, and do not require the registration of this Warrant or the Warrant Shares under the Act.

(e) The capitalization of the Issuer is as set forth on Schedule A of this Warrant. All of the issued and outstanding shares of the Capital Stock of the Issuer have been duly authorized, validly issued and fully paid, and are not subject to, nor were they issued in violation of, any preemptive rights. Except as set forth on Schedule A, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the Capital Stock of the Issuer pursuant to which the Issuer is or may become obligated to issue shares of Capital Stock or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of Capital Stock of the Issuer. The Issuer does not have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) with the shareholders of the Issuer on any matter.

(f) This Warrant has been duly executed and delivered by the Issuer and constitutes the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.

(g) The execution and delivery by the Issuer of this Warrant and the consummation by the Issuer of the transactions contemplated hereby will not: (i) violate any provision of the Certificate of Incorporation or by-laws of the Issuer; (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental authority applicable to the Issuer or by which any of its properties or assets may be bound; or (iii) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any lien upon any of the properties or assets of the Issuer under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement, collective bargaining agreement or other agreement, instrument or obligation to which the Issuer is a party, or by which it or any of its properties or assets is bound, except, in the case of (iii) above, for such violations, breaches, conflicts or defaults that would not reasonably be expected to have a material adverse effect on the Issuer and its subsidiaries taken as a whole.

(h) No action, consent, waiver, authorization or approval of, registration or filing with or any other action by any governmental authority or any non-governmental entity or

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person (including, without limitation, any creditor, partner or shareholder of the Issuer, and any consent, approval, authorization, declaration or filing or the expiration of any waiting periods under applicable law) is currently required in connection with (i) the execution, delivery and performance of this Warrant by the Issuer, (ii) the issuance of the Warrant Shares issuable in accordance with this Warrant, and (iii) the performance by the Issuer of its obligations under this Warrant, or as a condition to the legality, validity or enforceability of this Warrant or the consummation of the transactions contemplated hereby, other than such authorizations and approvals as have already been obtained and are in full force and effect.

5. Adjustment of Warrant Share Number. The Warrant Share Number shall be subject to adjustment from time to time upon the happening of certain events, and the Holder hereof shall have additional rights, as follows:

(a) Recapitalization, Reorganization, Reclassification, Share Exchange, Consolidation, Merger or Sale.

(i) Without limiting any other provision hereof, in case the Issuer shall do any of the following (each a “Triggering Event”) (a) consolidate with or merge into any other person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving person but, in connection with such consolidation or merger, any Common Stock of the Issuer shall be changed into or exchanged for securities of any other person or cash or any other property, or (c) transfer of all or a majority of its properties or assets to any other person, or (d) effect a capital reorganization or reclassification of its Common Stock, or (e) liquidate, dissolve or wind up or (f) enter into any other transaction similar to any of the foregoing, then, in the case of each such Triggering Event, lawful, proper and adequate provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the stock, securities, cash and/or other property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (and in any such case, appropriate and equitable provision also shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including this Section 5) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities, cash or other property thereafter deliverable upon the exercise of any Warrants).

(ii) Notwithstanding anything contained in this Warrant to the contrary, the Issuer will not effect any Triggering Event unless, prior to the consummation thereof each person (other than the Issuer) which may be required to deliver any stock, securities, cash and/or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Issuer under this Warrant (and if the Issuer shall

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survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (b) the obligation to deliver to such Holder such stock, securities, cash and/or other property as, in accordance with the foregoing provisions of this Section 5(a), such Holder shall be entitled to receive, and such person shall have similarly delivered to such Holder an opinion of counsel for such person, which opinion of counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 5(a)) shall be applicable to the securities, cash or property which such person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

(iii) The above provisions of this Section 5(a) shall similarly apply to successive Triggering Events.

(b) In the event the Issuer proposes to consummate a Triggering Event or declare, make or pay a dividend or other distribution, whether in cash, securities or other property with respect to its Common Stock, including in liquidation or partial liquidation or by way of return of capital (each, a “Section 5 Event”), the Issuer shall give each Holder written notice of such proposed Section 5 Event at least ten (10) Business Days prior to the record date for determining holders of Common Stock for the purpose of such Section 5 Event and, if no record date is required, at least five (5) Business Days prior to the proposed closing date of such proposed Section 5 Event.

6. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

“Act” has the meaning specified in the legend hereto.

“Board” means the Board of Directors of the Issuer.

“Business Day” means any day (other than a day which is a Saturday, a Sunday or a day on which banks in New York City are authorized or required by law to be closed).

“Capital Stock” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any person of any other type.

“Common Stock” means the common stock, $0.005 par value, of the Issuer.

“Certificate of Incorporation” means the Certificate of Incorporation of the Issuer as in effect on the Closing Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with its terms and pursuant to applicable law (subject to the restrictions set forth in this Warrant).

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“Closing Date” means the Effective Date as defined in that certain Platform Services Agreement, dated February 8, 2010, by and between Envestnet Asset Management Group, Inc. and FundQuest Incorporated.

“Holders” mean the persons who shall from time to time own any Warrant. The term “Holder” means one of the Holders.

“Initial Exercise Date” has the meaning specified in Section 1 hereof.

“Issuer” has the meaning specified in the first paragraph hereof.

“Permitted Transferee” has the meaning specified in Section 2(d) hereof.

“person” means an individual, a corporation, a partnership, a trust, a limited liability company, an unincorporated organization or a government organization or an agency or political subdivision thereof.

“Requisite Holders” means at any time the Holders of Warrants (other than the Issuer or any Subsidiary thereof) exercisable for a majority of the Warrant Shares issuable under the Warrants at the time outstanding.

“SEC” means the U.S. Securities and Exchange Commission.

“Section 5 Event” has the meaning specified in Section 5(b) hereof.

“Subsidiary” means any corporation at least fifty percent (50%) of the outstanding Voting Stock of which shall at the time be owned directly or indirectly by the Issuer or by one (1) or more of its Subsidiaries, or by the Issuer and one (1) or more of its Subsidiaries.

“Term” has the meaning specified in Section 1 hereof.

“Transfer” has the meaning specified in Section 2(d) hereof.

“Triggering Event” has the meaning specified in Section 5(a)(i) hereof.

“Voting Stock” means any class or classes (however designated) of Capital Stock having ordinary voting power for the election of a majority of the members of the Board (or other governing body) of the Issuer, other than Capital Stock having such power only by reason of the happening of a contingency.

“Warrants” means this Warrant and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(c) or 2(d) hereof or of any of such other Warrants.

“Warrant Price” means $10.80.

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“Warrant Share Number” means a number of shares of Common Stock equal to the lesser of (i) 1,388,888.00 and (ii) the number of shares of Common Stock representing four and ninety nine hundredths percent (4.99%) of the aggregate outstanding shares of Common Stock on a fully diluted basis on the date of exercise of this Warrant.

“Warrant Shares” means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

7. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Requisite Holders; provided, that no such amendment or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision of this Section 7 without the consent of the Holder of this Warrant.

8. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

9. Notices. All notices and other communications provided for hereunder shall be in writing and delivered by hand or sent by first class mail or sent by telecopy (with such telecopy to be confirmed promptly in writing sent by first class mail), and if to the Holder of this Warrant or of Warrant Shares issued pursuant hereto, addressed to such Holder at its last known address or telecopy number appearing on the books of the Issuer maintained for such purposes, and if to the Issuer, addressed to:

Envestnet, Inc.

35 East Wacker Drive, Suite 2400

Chicago, Illinois 60601

Attention: General Counsel

Facsimile: (312) 827-2801

or to such other address or addresses or telecopy number or numbers as the Issuer may most recently have designated in writing to the Holder by such notice. All such communications shall be deemed to have been given or made when so delivered by hand or sent by telecopy, or three (3) Business Days after being so mailed.

10. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Shares issued pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Shares.

11. Modification and Severability. The provisions of this Warrant will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Warrant, or the application thereof to any person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision will be substituted therefor in order to carry

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out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Warrant and the application of such provision to other persons, entities or circumstances will not be affected by such invalidity or unenforceability.

12. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

13. Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price for any such shares or as a shareholder of the Issuer, whether such liability is asserted by the Issuer, by any creditor of the Issuer or any other person.

*    *    *

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IN WITNESS WHEREOF, the Issuer has duly executed this Warrant.

Dated: August 19, 2011.