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    ROPES & GRAY LLP

ONE INTERNATIONAL PLACE

BOSTON, MA 02110-2624

WWW.ROPESGRAY.COM

July 9, 2010

VIA FEDEX AND EDGAR

    Re:

    LPL Investment Holdings Inc.

Registration Statement on Form S-1 Filed June 4, 2010

File No. 333-167325

Sonia Gupta Barros, Special Counsel

Kristina Aberg, Attorney-Adviser

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

          On behalf of LPL Investment Holdings Inc. (the “Company”), we hereby transmit via EDGAR for
filing with the Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 2
(“Amendment No. 2”) to the above-referenced Registration Statement relating to the offering of
shares of its common stock. Marked copies, which show changes from the Registration Statement as
filed on June 4, 2010, are being filed supplementally for the convenience of the staff of the
Division of Corporation Finance (the “Staff”) of the Commission. The Registration Statement has
been revised in response to the Staff’s comments and generally updates other information.

          In addition, we are providing the following responses to the comment letter dated July 2, 2010
regarding the Registration Statement from the Staff. To assist your review, we have presented the
text of the Staff’s comments in italics below. Please note that all references to page numbers in
our responses refer to the page numbers of Amendment No. 2. The responses and information
described below are based upon information provided to us by the Company.

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 portions 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 studies. Alternatively, please
file the expert’s consent as an exhibit to the Registration Statement.

    LPL Investment Holdings Inc.

    Page 2 of 28

Response to Comment 1:

          The Company acknowledges the Staff’s comment and has included the relevant portions of the
industry research reports on which the Company relied and/or cited in the prospectus in
supplemental correspondence sent directly to the Staff. The Company confirms that the reports and
studies were not prepared for the Company and that the Company did not provide compensation to the
parties that prepared these reports, other than payment of standard subscription fees applicable to
any purchaser of such reports.

    2.

    Please tell us why you have not provided the disclosure required by Item 506 of Regulation
S-K.

Response to Comment 2:

          The Company advises the Staff that the disclosure required by Item 506 of Regulation S-K
(Dilution) is not applicable to the Company. Item 506 of Regulation S-K is applicable only to
registrants that are not subject to the reporting requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”) immediately prior to filing of the
Registration Statement or a registrant that is subject to the reporting requirements of the
Exchange Act and has had losses in each of its last three fiscal years. The Company filed a
Registration Statement on April 30, 2007 on Form 10 pursuant to Section 12(g) of the Exchange Act
as it had, and continues to have, in excess of 500 security-holders. As such, the Company was
subject to the reporting requirements of Section 13(a) of the Exchange Act immediately prior to
filing the Registration Statement and continues to be subject to such requirements. The Company
has reported net income of $47.5 million, $45.5 million and $61.1 million for the years ended
December 31, 2009, 2008 and 2007, respectively.

    3.

    We note your use of factual assertions throughout the prospectus. The basis for your
comparative factual assertions and for your management’s beliefs must be clear from the text
of the prospectus or supporting documentation must be provided to us. Please revise your
disclosure to address our concerns, or advise us as necessary. In providing support, clearly
mark the location of the information 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

-2-

    LPL Investment Holdings Inc.

    Page 3 of 28

    •

    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.

Response to Comment 3:

          The Company has included the relevant portions of the industry research reports supporting the
factual assertions in the prospectus, including the factual assertions noted above, in supplemental
correspondence sent directly to the Staff.

    4.

    We note your reference to “payout ratios” throughout the prospectus. For example, you refer
to having high payout ratios 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 important to your business.

Response to Comment 4:

          The Company has revised the prospectus on page 4 to explain this concept in plain English and
describe its importance to the Company’s business.

    5.

    We note that you have not included any disclosure 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 you undertook to reach that conclusion.

Response to Comment 5:

          In connection with evaluating whether the Company’s compensation policies and practices for
employees generally are reasonably likely to have a material adverse effect on the Company, the
Company considered all of the components of its compensation program. As described in the
Compensation Discussion and Analysis section beginning on page 101 of the prospectus, the Company
delivers compensation to its senior executives primarily through a combination of annual base
salary, bonus payments and long-term equity incentives in the form of equity interests in the
Company. More specifically:

    •

    Annual base salaries are generally established based upon the executive’s expected
responsibilities at the time an executive is hired. Any subsequent modifications to annual
base salaries are influenced by the performance of the executive and by significant changes
in market conditions. As base salaries are generally stable, the Company does not believe
that they encourage excessive risk-taking.

    •

    Annual bonus payments are based upon the achievement of specified corporate performance
objectives, including financial performance metrics. The objectives for fiscal 2009 are
outlined on page 103 of the prospectus. In setting these corporate performance objectives,
the Company attempts to balance the financial objective with more qualitative performance
objectives which are designed to develop and strengthen the Company’s business. The
Company believes that this set of objectives encourages management to focus more on making
long-term investments to grow the Company’s business than on reducing investments to deliver
short-term results.

-3-

    LPL Investment Holdings Inc.

    Page 4 of 28

    •

    The Company grants long-term equity incentives to its executives to encourage management
to focus on the long-term value of its business. Furthermore, these equity grants are
subject to service-based vesting requirements. The Company believes that its approach of
tying a meaningful portion of executive compensation to the long-term value of the
Company’s equity is a valuable tool in managing and mitigating any risks associated with
its compensation policies and practices.

          The overall design of the Company’s executive compensation program aligns the interests of the
Company’s senior executives with those of the Company’s stockholders. For other employees,
compensation consists primarily of base salary with an annual bonus payment that represents a small
percentage of total compensation. Accordingly, the Company believes compensation for all of its
employees, including senior executives, has been structured so that inappropriate risk-taking is
not encouraged or incentivized.

Market, Ranking and Other Industry Data, page ii

    6.

    We refer to the last sentence of the paragraph stating that you cannot guarantee the accuracy
or completeness of certain industry data contained in the prospectus. Disclaimers of this
nature are inappropriate. Please remove.

Response to Comment 6:

          The Company has removed the sentence on page ii of the prospectus stating that the Company
cannot guarantee the accuracy or completeness of certain industry data contained in the prospectus.

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 will materialize in the coming years. Please also balance this
information with disclosure that quantifies your net income or loss for the relevant time
period. In addition, in an appropriate section of the 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 disclosure on page 4 regarding Adjusted EBITDA growth.

Response to Comment 7:

          The Company has revised the disclosure in the prospectus on pages 1 and 74 to remove
references to net revenue growth. In addition, the Company has revised the disclosure on page 4 of
the prospectus to provide net revenue, net income, Adjusted EBITDA and Adjusted Net Income
growth rates for the periods presented in the Selected Consolidated Financial Data beginning on
page 34 and included a statement that there is no guarantee that comparable growth rates will
materialize in the future.

-4-

    LPL Investment Holdings Inc.

    Page 5 of 28

Our Business, page 2

    8.

    We refer to your statement here and similar 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 months 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
months ended March 31, 2010 as compared to the three months ended March 31, 2009 as well as a
statement that the number of advisors in 2009 remained relatively the same as in 2008.

Response to Comment 8:

          The Company has revised the disclosure in the prospectus on pages 2 and 76 with respect to the
growth of its advisors generally and on page 2 and 40 to describe and explain the changes in
advisors between March 31, 2009 and March 31, 2010 and between 2009 and 2008.

    9.

    We refer to your statement that you provide a “leading integrated platform of technology and
clearing services.” Please provide us with any studies or reports on which you rely to
support your claim that you are leading provider of such services.

Response to Comment 9:

          In response to the Staff’s comments, the Company has revised the disclosure on page 2 and 76
to state that the Company provides a “comprehensive integrated platform of technology and clearing
services.”

Our Financial Model, page 4

    10.

    Please explain why you believe a majority of your revenue is recurring and predictable and
not correlated with financial markets.

Response to Comment 10:

          The Company has revised the prospectus on page 4, 37 and 38 to explain the concept of
recurring revenue and explain why it believes that a majority of its revenue is recurring and
predictable.

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 average your senior management’s years of experience.

Response to Comment 11:

          The Company has revised the prospectus on page 5 to remove the sentence regarding the average
years of experience of its senior management.

-5-

    LPL Investment Holdings Inc.

    Page 6 of 28

Risks That We Face, page 6

    12.

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

Response to Comment 12:

          The Company has revised the prospectus on page 6 to move the subsection titled “Risks That We
Face” to immediately follow the “Our Competitive Strengths” subsection and expanded the Company’s
summary risk factors so that the discussion is at least as prominent as the discussion of the
Company’s strengths and sources of growth.

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 withdraw capital from your
broker-dealer subsidiaries could be restricted, which in turn could limit your ability to fund
operations, repay debt, and redeem or purchase shares of your outstanding stock. Please
consider adding a risk factor to discuss any material risks to your business arising from your
reliance on dividends from your subsidiaries for your funds. Please also expand your
disclosure to describe the material restrictions that apply to your subsidiaries’ ability to
pay dividends to you.

Response to Comment 13:

          The Company has revised the prospectus on page 26 to include an additional risk factor
regarding the limitations on the business arising from its reliance on dividends from its
subsidiaries. In addition, the Company notes that because it conducts its business operations
principally at the subsidiary level, the Company relies on dividends from its subsidiaries
primarily to service its debt and not for its day-to-day operations and has accordingly revised the
risk factor on page 17.

If the counterparties to the derivative instruments we use..., page 14

    14.

    We note your disclosure in this risk factor regarding the risks 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 counterparties upon which you currently rely.

Response to Comment 14:

          In response to the Staff’s comment, the Company has revised the prospectus to include the key
counterparties upon which it currently relies in “Management’s Discussion and Analysis of Financial
Conditi