SecProbe.io

July 2, 2010
 Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. One Beacon Street
Boston, MA 02108

Re: LPL Investment Holdings Inc.
Registration Statement on Form S-1 Filed June 4, 2010
  File No. 333-167325

Dear Mr. Casady:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please provide us with copies of any study or  report that you cite or on which you rely.
Clearly mark the materials to identify the por tions that support your disclosure.  Confirm
that the industry reports or studies on which you rely were not prepared for you and that
you did not compensate the party that prepared  these reports or st udies.  Alternatively,
please file the expert’s consent as an exhibit to the registration statement.

2. Please tell us why you have not provided  the disclosure required by Item 506 of
Regulation S-K.
3. We note your use of factual assertions th roughout the prospectus.  The basis for your
comparative factual assertions and for your ma nagement’s beliefs must be clear from the
text of the prospectus or s upporting documentation must be pr ovided to us.  Please revise
your disclosure to address our concerns, or ad vise us as necessary.  In providing support,

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 2

clearly mark the location of the informati on you believe is supportive of the statement
referenced.  By way of example only, we  note the following factual assertions:

• During the period from 2004 to 2008, the independent channels experienced
substantial growth on both an absolute and relative basis, taking market share from
the captive channels, page 2;

• The independent channels pay advisors a greater share of brokerage commissions and
advisory fees than the captive channels  — generally 80-90% compared to 30-50%,
page 3;
• We are the established leader in the independent advisor market, page 4;

• Among the five largest U.S. broker-dealers by number of advisors, we offer the
highest average payout ratios to  our advisors, page 4; and

• We currently support the largest independent advisor base and the fifth largest overall
advisor base in the United States, page 69.
 Please review your entire prospectus  to address our concerns.

4. We note your reference to “payout ratios” th roughout the prospectus.  For example, you
refer to having high payout ra tios throughout the prospectus and your industry chart on
page 69 describes payout ranges based on type of  advisor.  Please explain this concept in
plain English and why it is im portant to your business.

5. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.
 Market, Ranking and Othe r Industry Data, page ii

 6. We refer to the last sentence of the para graph stating that you  cannot guarantee the
accuracy or completeness of certain industry data contai ned in the prospectus.
Disclaimers of this nature are inappropriate.  Please remove.
 Prospectus Summary, page 1

 Overview, page 1

 7. We refer to your statement here and on page 69 that you have grown your net revenues at
a 15% compound annual growth rate since 2000.  Please include a statement that there is
no guarantee that comparable growth rates wi ll materialize in the coming years.  Please

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 3

also balance this information with disclosure  that quantifies your net income or loss for
the relevant time period.  In addition, in an a ppropriate section of th e prospectus, please
separately show the change in  net revenue for each year and balance this information
with disclosure that quantifies changes in net income or loss for each relevant year.
Please make comparable changes to your di sclosure on page 4 regarding Adjusted
EBITDA growth.

Our Business, page 2

 8. We refer to your statement here and simila r statements throughout the prospectus that
your number of advisors has grown at a CAGR of 20% between 2004 and 2008.  Please
include a statement that there is no guarantee that you will attract advisors at comparable
rates in the coming years.  For example, we  note from your disclosure on page 38 that
you have fewer advisors for the three mont hs ended March 31, 2010 than you did for the
three months ended March 31, 2009.  Please add a statement here regarding the decrease
in advisors for the three m onths ended March 31, 2010 as comp ared to the three months
ended March 31, 2009 as well as a statemen t that the number of advisors in 2009
remained relatively the same as in 2008.

9. We refer to your statem ent that you provide a “ leading  integrated platform of technology
and clearing services.”  Pleas e provide us with any studies or reports on which you rely to
support your claim that you are lead ing provider of such services.
 Our Financial Model, page 4

 10. Please explain why you believe a majority of your revenue is recurr ing and predictable
and not correlated with financial markets.
 Our Competitive Strengths, page 4

 11. We refer to that bullet point on page 5 titled “Experienced and Committee Senior
Management Team.”  Please do not averag e your senior management’s years of
experience.
 Risks That We Face, page 6

 12. Please move this subsection to immediately follow the “Our Competitive Strengths”
subsection and expand your summary risk factor s so that the discussion is at least as
prominent as the discussion of your st rengths and sources of growth.

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 4

Risk Factors, page 12

 13. We note that LPL Investment Holdings Inc.  is the parent company of your collective
businesses.  We also note your disclosure that  your ability to wit hdraw capital from your
broker-dealer subsidiaries could be restricte d, which in turn could limit your ability to
fund operations, repay debt, and redeem or pur chase shares of your outstanding stock.
Please consider adding a risk f actor to discuss any material risks to your business arising
from your reliance on dividends from your s ubsidiaries for your funds.  Please also
expand your disclosure to describe the mate rial restrictions th at apply to your
subsidiaries’ ability to pay dividends to you.

If the counterparties to the deriva tive instruments we use…, page 14

 14. We note your disclosure in this risk fact or regarding the risk s you may face if your
counterparties fail to honor their obligations  under derivative instruments.  In an
appropriate section of the prospectus, please describe who the counterparties may be.  For
example, describe if they are affiliates of banks, broker-dealers, insurance companies or others.  Please also name any key counte rparties upon which you currently rely.

Use of Proceeds, page 28

 15. Please clarify if you will use all offering pr oceeds received by you for repayment of
indebtedness.
16. Please tell us if any of the indebtedness that  is to be repaid by  offering proceeds was
incurred in the last year.  If so, please provi de the disclosure requi red by Instruction 4 to
Item 504 of Regulation S-K.
 Dividend Policy, page 29

 17. We note your disclosure that your indebtedne ss contains restricti ons on paying dividends
on your capital stock and restricting dividends  or other payments to you.  Please revise
your disclosure to briefly describe and quantify such restrictions or cross reference to the
specific discussion of such restrictions  elsewhere in the prospectus.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 35

 18. Please revise your MD&A so that there is more focus on analysis as required by our
MD&A Release No. 33-8350; 34-48960; FR-72 (December 19, 2003).  In that release,
we explained that “MD&A requires . . . an ‘a nalysis’ of known mate rial trends, events,
demands, commitments and uncertainties.  MD&A should not be merely a restatement of financial statement information in a narra tive form….  A thorough analysis often will
involve discussing both the intermediate e ffects of those matters and the reasons

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 5

underlying those intermediate effects.”  Fo r example, on page 46 you state that more
market sensitive products such as mutual f unds and variable annui ties experienced an
increase over the prior year pe riod and there was a decrease of  sales of financial products
with more predictable cash flows such as fixed annuities and insurance products.  On
page 50, in your comparison of 2009 compared to 2008, you state that there was a decrease in demand for market sensitive pr oducts and an increase in sales of products
with more predictable cash flows.  Please ex plain the reason for the change and describe
any material trends.  Please also explain the reasons for the changes in net cash from
operating activities from peri od to period on page 55.
 Our Sources of Revenue, page 35

 19. Please include disclosure as to the percenta ge of total revenue each source of revenue
constitutes.
 How We Evaluate Growth, page 37

 20. Please disclose the calculation of gross marg in, including how this calculation reconciles
to the Consolidated Stat ements of Operations.

21. We refer to the table on page 38 and numb er of advisors liste d under Non-Financial
Metrics.  It appears from your disclosure  that the number of advisors increased
significantly in the first three months of 2009 and 2010 as compared to  the prior year end,
whereas their appears to be modest growth co mparing the number of advisors at year end
for 2007, 2008, and 2009.  Please discuss.
22. We refer to footnote (1) to the table on page 38 and your statement that you added 750
net new advisors during 2009.  The disclosure in  the table, however,  suggests that you
added only 30 advisors from December 31, 2008 to December 31, 2009.  Please tell us
the reason for this discrepancy.
 Adjusted EBITDA, page 38

 23. Please tell us how each individual adjustment that management has made to arrive at
Adjusted EBITDA from EBITDA are not repr esentative of your core business and why
you do not expect them to continue in the future.
 Adjusted Net Income and Adjusted Net Income per share, page 40

 24. Please tell us why management determined that it would be more appr opriate to tax effect
the EBITDA adjustments based upon what appear s to be the statutory rates as opposed to
your effective tax rate.

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 6

25. We note that you have adjusted net income  for the EBITDA Adjustments and for the
amortization of purchased intangible assets .  Please tell us wh y the amortization of
purchased intangible assets wa s not included in the EBITDA adjustment for depreciation
and amortization, which agrees directly to th e Consolidated Statements of Operations.

26. We note that you present an Adjusted Net In come per share amount.  Please disclose a
reconciliation of this per share amount to fully diluted ne t income per share as calculated
in accordance with GAAP.
 Liquidity and Capital Resources, page 54

 27. We note that the redemption date for your  outstanding senior unsecured subordinated
notes has passed.  Please update your disclosu re to reflect whether the redemption has
occurred.
 Certain Covenants and Events of Default, pages 58

 28. Please expand your disclosure to  address the actual or reas onably likely effects of
compliance or non-compliance with those ce rtain covenants on your  financial condition
and liquidity.
 Critical Accounting Policies, page 62

 Valuation of Goodwill and Other Intangibles, page 62

 29. Please expand your disclosure related to goodwil l to provide information for investors so
that they can better assess the probability of  a future material impairment charge.  In
responding to this comment, please disclose the following information for each reporting
unit that is at risk of failing the first step of impairment testing which compares the fair
value of the reporting unit with its  carrying amount, including goodwill:

• Percentage by which fair value exceeded car rying value as of the date of the most
recent test;
• Description of the methods and key assump tions used and how the key assumptions
were determined;

• Discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty  should provide specifics to  the extent possible (e.g.,
the valuation model assumes recovery fr om a business downturn within a defined
period of time); and

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 7

• Description of potential events and/or cha nges in circumstances that could reasonably
be expected to negatively affect the key assumptions.
 Quantitative and Qualitative Disclosu res About Market Risk, page 67

 30. Please provide quantitative disclosure for your  market risk.  See Item 305 of Regulation
S-K.  Please also disclose your  history of margin calls for your most recent three fiscal
years.
 Business, page 69

 Our Financial Advisors, page 71

 31. Please explain in greater deta il the relationship between you and your advisors, including
the fees your advisors pay to you for your serv ices and how commissions are paid to your
advisors.  Please explain the material terms of  any independent contractor agreement that
you enter into with your advisors.
Our Service Value Proposition, page 72

 32. We refer to the discussion in the second paragr aph of Net Promoter Scores as reflected in
a study recently prepared on your behalf.  Please identify the management consulting
firm and file an expert’s consen t as an exhibit to the registration statement.  Refer to Item
509 of Regulation S-K.
 Our Product Access, page 75

 33. We note that you do not manufacture any financ ial products.  Please discuss the material
terms of any arrangements or agreements you have with providers of your financial
products.

Executive Compensation, page 95

 Compensation Discussion and Analysis, page 95

 34. We note your disclosure that the Compen sation Consultants pr ovided you with a
benchmark review of executive compensation.  Please disclose any benchmarks you used
for each element of compensation and where actual compensation for that particular
element fell in relation to the benchmark.

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 2, 2010 Page 8

Bonus, page 96

 35. We refer to the table on page 97 of ta rget and actual bonus amounts for your named
executive officers.  We note that your name d officers received bonuses in excess of their
target amounts.  Please discuss the factor s considered by the compensation committee in
awarding bonuses that exceeded the target amou nts.  We also note your statement that the
compensation committee has the discretion to pay bonuses below the established amounts.  Refer to Item 402(b)(2)(vi) of Regulation S-K.
 Long-Term Equity Incentive Program, page 97

 36. We refer to the Grants of Plan-Based Awards on page 101