SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

                                           CORRECTED  COPY

      June 11, 2007

Mail Stop 7010

Via U.S. mail and facsimile

Mr. Mark S. Casady
Chairman and Chief Executive Officer
LPL Investment Holdings, Inc.
One Beacon Street, Floor 22
Boston, MA   02108

Re: LPL Investment Holdings, Inc.
 Registration Statement on Form 10
 Filed on April 30, 2007
 File No.: 0-5260

Dear Mr. Casady:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. The registration statement becomes effective by operation of law 60 days after you filed it, and accordingly will trigger the registrant ’s reporting obligations
pursuant to Section 12(g) of the Exchange  Act.  However, we will not clear the
filing until you have complied with all outstanding comments.

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 2
2. Please provide updated financial statements and related disclosures as required by
Rule 3-12 of Regulation S-X.
3. Please remove any references to Section 27A  of the Securities Act, Section 21E of
the Exchange Act and the Private Secu rities Litigation Reform Act from your
registration statement.  These protections are only available to statements made by
companies that, a the time the statement is made, are subject to the reporting requirements of Section 13(a) or Section 15(d).

Item 1.  Business, page 2
4. Please advise the staff supplementally wh ether you have notified the third-party
sources referred to, i.e. Financial Planning and Cerulli Associates, Inc., as to the
use of their names in th e registration statement.

Selected Financial and Other Data, page 33
5. Please clearly label the results of you r predecessor compa ny, similar to the
presentation on the face of your income statement.
6. Please tell us what consideration you ga ve to presenting dividends declared per
share.  In this regard, it appears from your equity statement that the predecessor
company declared dividends.  Refer to In struction 2 to Item 301 of Regulation S-
K.
7. The balances presented here for total liabilities and total shareholders’ equity for
2006 do not agree to the balances seen on th e face of your balance sheet.  Please
advise or revise.
8. We note your presentation of gross margin here and on page 81.  Please disclose
to your readers how gross margin is calculated, since your income statement does not separately present costs of sales and services.

Management’s Discussion and Analysis
EBITDA, page 36
9. We note your presentation of the non-GAAP  measures “EBITDA” and “Adjusted
EBITDA” and have the following comments:

• Since the measure you refer to as EBITDA excludes items in addition to what its acronym suggests, please revise the title of the measure you present.  See
our response to question 14 of Frequen tly Asked Questions Regarding the Use

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 3
of Non-GAAP Financial Measures (our non-GAAP FAQ), available on our
website at www.sec.gov/divisions/co rpfin/faqs/nongaapfaq.htm .
• We read on page 36 that EBITDA ex cludes minority interest earnings;
however, based on the reconciliation on page 37, it is unclear that you have
excluded minority interest earnings in  your calculation.  Additionally, based
on your disclosures at the top of page  F-11, we assume that any minority
interest earnings would be immateri al.  Please advise or revise.
• Since you state that you use EBITDA as  a performance measure, please
ensure you have provided each bulleted disclosure required by our response to question 8 of our non-GAAP FAQ for each of  these measures.  In this regard,
it is unclear how or if management uses this measure to conduct or evaluate its
business.
• We note that the measure you call Adjusted EBITDA has been further adjusted to exclude non-cash share base d compensation expense.  We do not
believe that your current disclosures c oncerning this measure meet the burden
of demonstrating the usefulness of ex cluding this recurring item from your
performance measure.  Please refer to question 8 of our non-GAAP FAQ and
to SAB Topic 14G.  Furthermore, if you be lieve it is important to highlight the
changes in your non-cash share based co mpensation expense, it is unclear to
us why your narrative analys is of results of operati ons does not discuss the
changes in your non-cash share based compensation expense.  Please advise or revise.

Operating Results for the Year Ended December 31, 2006…, page 43
10. We note your tabular presentation of re sults for 2005 and 2006, and the related
narrative analysis.  It appears that the balance presented for “Other” revenues on
the face of your income statement ha s been split between the categories
“Transaction and other fees” and “Other” in your MD&A analys is.  Similarly, it
appears that the balance for “Other” expenses on the face of your income
statement has been split be tween the categories “General and administrative” and
“Other” in your MD&A analysis.  Please revise your MD&A analysis to explain
these differences from the balances seen on the face of your income statement, as we believe your current presentation ma y be confusing to your readers.  Please
also apply this comment to your MD&A analysis of results  for 2004 and 2005.
11. We note that you provide what appears to be an overview of the changes in your
results at the bottom on page 43, and in this overview you discuss the impact of the Transaction.  We note that your current  disclosure focuses on the impact of
the Transaction on your 2006 results, and it is unclear to us why you do not also
address the impact of the Transaction on your 2005 results.  In this regard, we note your disclosure concerning compensation expense on page 46, and we believe it would be useful to your readers for you to summarize all impacts of the

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 4
Transaction in one location.  Please also  reconcile your disclosures on pages 46
and 49 to clarify the amount of compensati on expense related to the Transaction.

12. We note that for both your analysis of 2006 versus 2005, and 2005 versus 2004, you indicate that one of the primary drivers of your increased revenue was
increased production by mature IFA’s.  In or der to put this expl anation into better
context for your readers, please quantify the amount of total revenues attributable
to mature IFA’s.  In this regard, we note your statement on page 44 that in 2006
there was a 15% increase in mature IFA production; however, without an indication of the dollar amount of revenues attributable to mature IFA’s, this
disclosure is not very meaningful.

Segment Information, page 49
13. In your analysis of 2006 versus 2005, we read that your corporate and unallocated
expenses decreased $150 million; however, your corporate and unallocated expenses appear to have increase d from 2005 to 2006.  Please revise your
disclosure to clarify this matter.  Please  also provide a brief description of the
types of expenses that are reflected in your corporate and unallocated expenses to
make this analysis more transparent to your readers.
14. In your analysis of 2005 versus 2004, we read that income from continuing operations before income taxes at your Independent Financial Advisors segment
increased mainly due to growth in your gross margin.  Please define gross margin
and explain why it increased, as you do not appear to have provided this
information in your consolidated analysis of results.  We also note your reference
to gross margin at the bottom of page 51.

Summary of Changes in Cash a nd Cash Equivalents, page 51
15. We have the following comments on your analysis of cash flows:

• Please analyze all three years presented on your statement of cash flows,
similar to your analysis of results of  operations, as we believe that this
provides better analysis of your  liquidity to your readers.
• In your analysis of investing cash flows for 2005, please briefly explain the
cash flows related to discontinued operations.
• In your analysis of financing cash flows for 2005, it is unclear to us why you have not addressed the debt issued a nd stock repurchased as part of the
leveraged buyout transaction, given th e size of these line items on your
statement of cash flows.

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 5
Operating Capital Requirements, page 52
16. We read that you hypothecate securities held as margin collateral.   Please revise
to explain this in plain English.  Please also apply this comment to your use of the
word “hypothecate” in the footnotes to your financial statements.

Contractual Obligations, page 56
17. We read in footnote 3 that “No paymen ts are shown for the unhedged portion of
the senior credit facilities as the timing of principal payments and amounts of
interest paid will vary.”  The meaning of this statement is unclear as the line in your table titled “Senior Secured Credit Fa cilities and Senior Unsecured Notes,”
to which footnote 3 is attached, appe ars to capture both the hedged and the
unhedged portion of your senior credit facilit ies.  Please advise or revise.  With
regards to your variable interest paym ents, please provide an estimate of these
interest payments either in your contract ual obligations table or in the footnotes
below, based on the minimum principal payments seen in Note 14 to your financial statements and your variable in terest rate at year-end, or another
reasonable estimation process, as this app ears to represent a material contractual
obligation.  We will not object to disclosure clarifying that this is an estimate, and
you should disclose your estimation methodology.

Item 3. Properties, page 59
18. If material, disclosed the expiration da tes of material leased properties.

Item 4.  Security Ownership by Certain Be neficial Owners and Management, page 59
19. Identify the person(s) who exercise sole  or shared voting and investment power
over the share listed in the table for Hellman & Friedman Investment Funds and TPG Partners, IV, L.P., respectively.

Item 6.  Executive Compensation

Compensation of Directors, page 63
20. Include a narrative discussion of the cas h paid and option awarded to Jeffrey
Stiefler for the year ended December 31, 2006.

Summary Compensation Table, page 64
21. Include the Stock Awards and Option Awards for Mr. William E. Dwyer that are shown in the table on page 66 or expl ain in a footnote why these amounts are
excluded from the Summary Compensation Table.  Disclose the assumptions

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 6
underlying the valuation of the option and st ock awards as noted in footnote (1)
on page 66.

Stockholders’ Agreement, page 73
22. The stockholders agreement should be discussed in greater detail and a copy of the agreement should be filed as an exhib it to the Form 10 registration statement.
The expanded discussion should incl ude, but not be limited the following
disclosure:

• the number of directors you can designa te to the Board of Directors,

• clarify the references to “customa ry tag along” and “drag-along common
stock”, and

• discuss restrictions on certain affiliate transactions.

Item 7.  Certain Relationships and Relate d Transactions, and Director Independence

Other Arrangements, page 73
23. Discuss the material terms of the outstanding loans between the company and its employees, including interest ra tes and repayment provisions.
24. The service agreements between Linsco  and affiliates of the Company’
stockholders should be filed as exhibits to the registration statement.  The material
terms of these agreements should be discussed.

Item 8.  Legal Proceedings, page 73
25. Include disclosure of the May 2005 Accepta nce Waiver and Consent entered into
with the NASD which resulted in your payment of fines of $2.40 million and payment  to clients in refunds and transaction remediation of $2.37 million.

Item 9.  Market Price of and Dividends on Holdings’ Common Equity and Related

Stockholder Matters, page 74
26. State the number of holders of bonus cr edits to purchase your common stock.
Also state that due to signif icant restrictions on transfer  of the bonus credits, there
is no market for the bonus credits and none is expected to develop.

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 7

Item 10.  Recent Sales of Unregistered Securities, page 75
27. Briefly state the facts reli ed upon to make the Item 701 exemption available for
each offering in which you relied upon it.
28. Describe the January 2, 2007 sale of secu rities to certain employees of UVEST in
greater detail.  Indicate the section of  the Securities Act under which exemption
from registration is claimed and briefl y state the facts relied upon to make the
exemption available.

Item 11.  Description of Registrant’s Securities to  be Registered, page 74
29. We note in the introductory paragraph you state that this summary of your
Amended and Restated 2000 Stock Bonus Pl an and related bonus credits is not
complete.  Please revise to clarify that you discuss all of the material terms of the
bonus plan and bonus credits in the filing.

Financial Statements for the Year Ended December 31, 2006

Report of Independent Registered Public Accounting Firm, page F-1
30. Please help us to understand how your audi tors’ reference to “auditing standards
generally accepted in the United States of America” complies with the PCAOB’s
Auditing Standard No. 1 and the related PC AOB’s Staff Questions and Answers.

Note 2 – Summary of Significant Accounting Policies
Mortgage Loans Held for Sale, page F-13
31. Please clarify, if true, that  you sell all mortgage loans that you originate.

Goodwill, page F-14
32. Either here or elsewhere in your footnot es, please provide the disclosures required
by paragraph 45(c) of SFAS 142, in total and for each reportable segment, or tell us why they are not applicable.

Trademark and Trade Name, page F-14
33. We read that your trademark and trade name were determined to have an indefinite life.  Please explain to us in more detail how you determined an
indefinite life was appropriate.  Your re sponse should address each of the criteria
in paragraph 11 of SFAS 142.  Please revi se your accounting policy to disclose

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
June 11, 2007 Page 8
your methodology for determining fair value for purpose of your annual impairment testing.

Derivative Instruments and Hedging Activities, page F-14
34. We read that amounts accumulated in other comprehensive income for effective cash flow hedges are “generally” reclassified into earnings in the same period or periods during which the forecasted transact ion affects earnings.  Please revise to
either explain the exceptions to this policy indicated by your use of the word
“generally” or remove the word “generally.”

Revenue Recognition Policies, page F-15
35. We read t