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    ROPES & GRAY LLP

ONE INTERNATIONAL PLACE

BOSTON, MA 02110-2624

WWW.ROPESGRAY.COM

August 3, 2010

VIA FEDEX AND EDGAR

    Re:

    LPL Investment Holdings Inc.

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

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”) the following responses to
the comment letter dated July 30, 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. The
responses and information described below are based upon information provided to us by the Company.

General

1. We have reviewed your response to comment 1 from our letter dated July 2, 2010 and the back-up
materials provided to us. Please provide us with the original source material for the following
statement that appears on page 83. “In the 2010 rankings of the Top 1,000 Financial Advisors in
Barron’s survey, thirty-one of our advisors appear in the top 1,000 and three in the top 100.”

Response to Comment 1:

          The Company acknowledges the Staff’s comment and has included the relevant portions of the
Barron’s surveys on which the Company relied, along with explanatory information
from the Company, in supplemental correspondence sent directly to the Staff.

1

    LPL Investment Holdings Inc.

    Page 2 of 12

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
31

Overview, page 31

Adjusted Net Income and Adjusted Net Income per share, page 42

2. We have reviewed your response to comment 25 from our letter dated July 2, 2010. Please
reconcile the EBITDA Adjustments line item in your reconciliation (i.e. $46,089 for the fiscal year
ended December 31, 2009) to the actual adjustments made to net income to arrive at EBITDA presented
earlier. Within your response please make it clear how the amortization component of purchased
intangibles is treated within each reconciliation.

Response to Comment 2:

In response to the Staff’s comments, the Company will revise the tabular disclosure setting
forth its Adjusted Net Income reconciliations throughout the
prospectus in the manner set forth on Schedule 2
to this letter. The revisions include (i) in the Adjusted EBITDA table, bifurcating amortization
of purchased intangible assets and software and depreciation and amortization of all other fixed
assets so that amortization of purchased intangible assets and software in EBITDA can be compared
to the tax-effected amortization expense in Adjusted Net Income and (ii) in the Adjusted Net Income
table, itemizing each of the line items comprising EBITDA Adjustments to show the
tax-effected amounts.

Quantitative and Qualitative Disclosures About Market Risk, page 71

Market Risk, page 71

3. Please expand your disclosure to include a more detailed description of the risk limits on your
trading inventory. Also, please explain who is responsible for establishing and monitoring
compliance with these risk limits, and whether you exceeded risk limits at any time during the
fiscal year.

Response to Comment 3:

          In response to the Staff’s comments, the Company will revise the disclosure
about Market Risk as follows:

Quantitative and Qualitative Disclosures About Market Risk

Market Risk

          We maintain trading securities owned and securities sold but not yet purchased
in order to facilitate client transactions, to meet a portion of our
clearing deposit requirements at various clearing
organizations, and to track the performance of our research models. These securities
include mutual funds, debt securities issued by the U.S. government, money market funds, corporate debt
securities, certificates of deposit and equity securities.

          Changes in value of our trading
inventory may result from fluctuations in
interest rates, credit ratings of the issuer, equity prices and the correlation among these factors.
We manage our trading inventory by product type. Our activities to facilitate client transactions
generally involve mutual fund activities, including dividend reinvestments.
The balances are based upon pending client activities which are monitored by
our broker dealer support services department.  Because these positions arise from
pending client transactions, there are no specific trading or position limits.
Positions held to meet clearing deposit requirements consist of U.S. government securities.
The amount of securities deposited depend upon the requirements of the clearing organization.
The level of securities deposited is monitored by the settlement area
with broker dealer support
services.  Our research department develops model portfolios that are used by advisors in developing
client portfolios. We currently maintain 171 accounts based on model portfolios.  At the time the portfolio is developed,
we purchase the securities in that model portfolio in an amount equal to the account minimum for a client.
Account minimums vary by product and can range from $10,000 to $50,000 per model. We utilize these positions
to track the performance of the research department.  The limits on this activity are based at the inception
of each new model.

          At December 31, 2009 and 2008, the fair value of our trading securities owned were $15.4 million and $10.8 million, respectively.  Securities sold but not yet purchased were $4.0 million and $3.9 million
respectively, at December 31, 2009 and 2008. See Note 6 of our consolidated
 financial statements for information regarding the fair value of trading securities
owned and securities sold but not yet purchased associated with our client facilitation
activities. See Note 7 of our consolidated financial statements for information regarding
the fair value of securities held to maturity.

          We do not enter into contracts
involving derivatives or other similar financial instruments for trading or proprietary purposes.

          We also have market risk on
the fees we earn that are based on the market value of advisory and
brokerage assets, assets on which trail commissions are paid and
assets eligible for sponsor payments.

Principal and Selling Stockholders, page 120

4. We note your response to comment 43 from our letter dated July 2, 2010. Please include a
specific reference in the selling stockholder table to the Form 8-K that will contain the
information

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    LPL Investment Holdings Inc.

    Page 3 of 12

regarding the “Other Selling Stockholders.” Please also disclose the number of “Other
Selling Stockholders” that will be included in the line item.

Response to Comment 4:

          In response to the Staff’s comments, the Company will include in the preliminary prospectus
distributed to investors a specific reference in the selling stockholder table to the Form 8-K that
will contain the information regarding the “Other Selling Stockholders” and will disclose the
number of selling stockholders that will be included in the Form 8-K.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-27

5. In an amended filing, please include the typed signature of your independent auditor within the
report.

Response to Comment 5:

          The Company will revise the disclosure in the prospectus to include the typed signature of the
Company’s independent auditor within the report.

Reportable Segment, page F-38

6. We note your response to comment 49 from our letter dated July 2, 2010 and your conclusion that
the Independent Advisor Services operating segment and the Institution Services operating segment
have similar economic characteristics. Please provide us with a more detailed analysis of the
inputs that you considered which enabled you to reach the conclusion that these operating segments
have similar economic characteristics based upon the historical results of these segments. In your
response, please provide to us the actual gross margin as a percentage of net revenue results for
both of these segments for the historical period you analyzed in order to reach your conclusion.

Response to Comment 6:

          The
Company acknowledges the Staff’s comment and provides the
following analysis describing the
Company’s conclusion that the Independent Advisor Services (“IAS”) operating segment and the
Institution Services (“IS”) operating segment have similar economic characteristics:

          The Financial Accounting Standards Board (“FASB”) has indicated that one of the
characteristics that should be used to evaluate whether operating segments have similar economic
characteristics is that of having similar long-term financial performance, as measured by similar
long-term margins. Both metrics that are available at the business channel level (net revenues and
gross margin) demonstrate the similar economic characteristics of the business channels. Gross
margin is calculated as net revenues less production expenses. Production expenses consist of the
following expense categories from the Company’s consolidated statements of income: (i) commissions
and advisory fees and (ii) brokerage, clearing and exchange
expenses. The Company considers

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    LPL Investment Holdings Inc.

    Page 4 of 12

both historical
and expected future performance in the gross margin of both channels
in assessing the similarity of their economic
characteristics.

          To
address the Staff’s request, the Company has included
Schedule 6A and Schedule 6B that
provide a more detailed analysis of the inputs the Company considered which enables it to reach the
conclusion that the IAS and IS operating segments have similar economic characteristics based upon
the historical results of these segments.

    •

    Schedule 6A shows percentage change in IAS and IS revenue and gross margin from 2009
compared to 2008, and the first six months of 2010 compared to the
first six months of 2009. In both
periods the gross margin trend is quite similar with 2009 declining by 11% for IAS and 9%
for IS. Growth in gross margin is 15% in the first six months of 2010 for IAS and 13% for
IS. It should be noted that these analyses cover periods of significant change in the
financial services industry, with the steep market declines in the second half of 2008
followed by a rapid recovery. Despite the very unstable economic environment, these
historical results enable the Company to conclude that the IAS and IS operating segments
have similar economic characteristics.

    •

    Schedule 6B includes the most recent ten historical quarters and illustrates the
consistent gross margin trend of the IS and IAS channels which is caused by their similar
economic characteristics, products and services, production and distribution process, type
of customers, methods used to distribute products and services and regulatory environment.
Approximately one third of the IS
business clears through Pershing which has a lower margin due to revenues that are retained
by the clearing firm. This portion of the IS business was a legacy relationship that was
acquired. New relationships that join the IS channel are added to the Company’s
self-clearing platform and the Company also migrates relationships from Pershing to the
Company’s self-clearing platform upon request.

The Company’s channel structure was not established until late 2007 upon completion of several
acquisitions and, as a result, financial information for 2007 and prior is not available. Since
this time, the Company has undertaken a number of restructuring and integration projects that have
caused the product mix and economics of acquired entities to be more homogeneous. The Company continues to evaluate margin improvement opportunities and anticipate
that margins within the IAS and IS channels will become even more similar in the future.

          The Company’s operating segments have similar economic characteristics and similar long-term
financial performance, as measured by similar long-term margins as well as similar products and
services, production and distribution process, types of customers, methods used to distribute
products and services and regulatory environment. As a result the Company believes aggregating
operating segments into one reporting segment and disclosure is appropriate.

* * * * *

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    LPL Investment Holdings Inc.

    Page 5 of 12

We would appreciate the opportunity to discuss at your convenience any questions or further comments you
may have on the above responses. Please do not hesitate to call me at
617-951-7294.

Very truly yours,

/s/
Julie H. Jones

Julie H. Jones

    cc:

    LPL Investment Holdings Inc.

Stephanie L. Brown

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Schedule 2

Adjusted EBITDA, page 42

     Set forth below is a reconciliation from our net income to Adjusted EBITDA for the years ended
December 31, 2009, 2008 and 2007 and the three months ended March 31, 2010 and 2009 (in thousands):

    For the Three

    Months Ended

    March 31,

    For the Year Ended December 31,

    2010

    2009

    2009

    2008

    2007

    (unaudited)

    Net income

    $
    25,554

    $
    14,797

    $
    47,520

    $
    45,496

    $
    61,069

    Interest expense

    24,336

    25,941

    100,922

    115,558

    122,817

    Income tax expense

    19,162

    11,988

    25,047

    47,269

    46,764

    Amortization of
purchased intangible
assets and software(a)

    14,111

    15,123

    59,577

    61,702

    56,068

    Depreciation and
amortization of all
other fixed assets

    11,479

    12,272

    48,719

    38,760

    22,680

    EBITDA

    $
    94,642

    $
    80,121

    $
    281,785

    $
    308,785

    $
    309,398

    EBITDA Adjustments:

    Share-based
compensation
expense(b)

    $
    2,536

    $
    1,225

    $
    6,437

    $
    4,160

    $
    2,159

    Acquisition and
integration related
expenses(c)

    140

    822

    3,037

    18,326

    16,350

    Debt amendment costs(d)

    121

    —

    —

    —

    —

    Restructuring and
conversion costs(e)

    7,979

    (259
    )

    64,658

    15,122

    —

    Other(f)

    39

    39

    151

    3,778

    1,172

    Total EBITDA Adjustments

    10,815

    1,827

    74,283

    41,386

    19,681

    Adjusted EBITDA

    $
    105,457

    $
    81,948

    $
    356,068

    $
    350,171

    $
    329,079

    (a)

    Represents amortization of intangible assets and software as a result
of our purchase accounting adjustments from our merger transaction in
2005 with the Majority Holders and our 2007 acquisitions of UVEST, the
Affiliated Entities and IFMG.

    (b)

    Represents share-based compensation expense related to vested
stock options awarded to employees and non-executive directors based
on the grant date fair value under the Black-Scholes valuation model.

    (c)

    Represents acquisition and integration costs primarily as a result of
our 2007 acquisitions of the Affiliated Entities and IFMG.

    (d)

    Represents debt amendment costs incurred in 2010 for amending and
restating the credit agreement to increase the revolving credit
facility and to extend its maturity.

    (e)

    Represents organizational restructuring charges incurred in 2008 and
2009 for severance and one-time termination benefits, asset
impairments, lease and contract termination fees and other transfer
costs.

    (f)

    Represents impairment charges in 2008 for our equity investment in
Blue Frog, other taxes and employment tax withholding related to a
nonqualified deferred compensation plan.

Adjusted Net Income and Adjusted Net Income per share, page 44