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 LPL Financial Holdings Inc.
 LPL Holdings, Inc. 4707
Executive Drive, San Diego, CA 92121
 March 21, 2025 VIA EDGAR
 Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Jessica Livingston

     Re:
 LPL Financial Holdings Inc.

  
 LPL Holdings, Inc.

  
 Registration Statement on Form S-3 (File
 No. 333-285503 and 333-285503-01)

  
 Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 461 of the General
Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, LPL Financial Holdings Inc., a Delaware corporation, and LPL Holdings, Inc., a Massachusetts corporation (collectively, the
“ Registrants ”), hereby request that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on March 25, 2025, or as soon as possible
thereafter. The Registrants hereby authorize Thomas Fraser or Tristan VanDeventer of Ropes & Gray LLP, counsel to the Registrants, to orally modify or withdraw this request for acceleration.
 Please contact Thomas Fraser (Thomas.Fraser@ropesgray.com) / telephone:
 617-951-7063 of Ropes & Gray LLP as soon as the registration statement has been declared effective.
 [ Signature page follows ]

 Very truly yours,

 LPL FINANCIAL HOLDINGS INC. LPL
HOLDINGS, INC.

 By:

 /s/ Althea Brown

 Name:

 Althea Brown

 Title:

 Chief Legal Officer and Secretary
 [ Signature Page to Acceleration Request ]

March 7, 2025
Richard Steinmeier
Chief Executive Officer
LPL Financial Holdings Inc.
4707 Executive Drive
San Diego, CA 92121
Re:LPL Financial Holdings Inc.
Registration Statement on Form S-3
Filed March 3, 2025
File No. 333-285503
Dear Richard Steinmeier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Tom Fraser

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 LPL FINANCIAL HOLDINGS INC.

LPL HOLDINGS, INC.

 4707
Executive Drive

 San Diego, CA 92121

October 30, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:   Robert Arzonetti & Susan Block

Re:
 LPL Financial Holdings Inc.

LPL Holdings, Inc.

Registration Statement on Form S-3 (File
No. 333-274631)

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, LPL Financial Holdings Inc., a Delaware corporation, and LPL Holdings, Inc., a Massachusetts corporation (collectively, the “Registrants”), hereby request that the effective date for the
registration statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on November 1, 2023, or as soon as possible thereafter. The Registrants hereby authorize Marko S. Zatylny or Thomas Fraser
of Ropes & Gray LLP, counsel to the Registrants, to orally modify or withdraw this request for acceleration.

 Please call Thomas
Fraser of Ropes & Gray LLP, counsel to the Registrants, at (617) 951- 7063 as soon as the registration statement has been declared effective.

[Signature page follows]

Very truly yours,

LPL FINANCIAL HOLDINGS INC.

LPL HOLDINGS, INC.

By:

/s/ Dan H. Arnold

Name:

Dan H. Arnold

Title:

Chief Executive Officer, President, and Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

 [Signature Page to
Acceleration Request]

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 October 27, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Robert Arzonetti &
Susan Block

Re:
 LPL Financial Holdings Inc.

Registration Statement on Form S-3

Filed September 22, 2023

File No. 333-274631

Dear Mr. Arzonetti and Ms. Block:

 On
behalf of LPL Financial Holdings Inc. (“LPL” or the “Company”), we hereby submit to the Securities and Exchange Commission (the “Commission”), via EDGAR, Amendment No. 2 (the
“Amended Registration Statement”) to the above-referenced Registration Statement on Form S-3, filed with the Commission on September 22, 2023 (collectively with Amendment No. 1
filed on October 17, 2023, the “Registration Statement”).

 In response to an oral comment from the staff of the
Commission, the Amended Registration Statement includes an amended legal opinion filed with the Commission as Exhibit 5.1 to the Registration Statement, and an amended filing fee table filed with the Commission as Exhibit 107 to the Registration
Statement, as well as certain other updated information.

 Please do not hesitate to call me at (617)
951-7063 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Sincerely,

/s/ Thomas Fraser

Thomas Fraser

cc:
 Gregory M. Woods (LPL Financial Holdings Inc.)

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 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

 WWW.ROPESGRAY.COM

 October 17, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Robert
Arzonetti & Susan Block

Re:
 LPL Financial Holdings Inc.

Registration Statement on Form S-3

Filed September 22, 2023

File No. 333-274631

Dear Mr. Arzonetti and Ms. Block:

 On
behalf of LPL Financial Holdings Inc. (“LPL” or the “Company”), we hereby submit to the Securities and Exchange Commission (the “Commission”), via EDGAR, Amendment No. 1 (the “Amended
Registration Statement”) to the above-referenced Registration Statement on Form S-3, filed with the Commission on September 22, 2023 (the “Registration Statement”). The Amended
Registration Statement reflects revisions to the Registration Statement made in response to the comment letter, dated October 6, 2023, from the staff of the Commission (the “Staff”), as well as certain other updated
information.

 In addition, we are providing the following responses to the Staff’s comments. For reference purposes, the comments
contained in the Staff’s letter dated October 6, 2023 are reproduced below in italics and the corresponding responses are shown below the comments. All references to page numbers in the Company’s responses are to the page numbers in
the Amended Registration Statement. Capitalized terms used but not defined herein are used herein as defined in the Registration Statement.

Registration Statement on Form S-3 filed September 22, 2023

General

1.
 We note that LPL Holdings Inc., which appears to be a majority-owned subsidiary of LPL Financial Holdings
Inc., intends to issue convertible debt securities. Please provide us with your analysis as to why the use of Form S-3 is appropriate to register LPL Holding’s debt securities. In this regard, please see
General Instruction I.C.2 to to C.5 of Form S-3, which provide that a majority-owned subsidiary of an S-3 eligible company may offer securities registered on Form S-3 if they are non-convertible securities, other than common equity. Please also see Securities Act Forms C&DI paragraph 217.02 located on our website at
http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. In this regard, please also clarify what the LPL Holdings Inc. convertible debt is convertible into.

Securities and Exchange Commission

- 2 -

October 17, 2023

 Response to Comment 1:

The Company acknowledges the Staff’s comment and the requirements of General Instruction I.C.2. to C.5 of Form S-3 and respectfully submits that it intends to register solely non-convertible debt securities of LPL Holdings, Inc. Accordingly, the Company has revised its disclosure on
the cover page and page 6 to address the Staff’s comment.

2.
 We note that LPL Capital Partners, Inc. and LPL Insurance Associates, Inc. are named as co-registrants. Please provide us an analysis supporting your conclusion that LPL Capital Partners, Inc. and LPL Insurance Associates, Inc. are eligible to use Form S-3 to
register the guarantees of the debt securities of LPL Holdings, Inc.

 Response to Comment 2:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has determined no longer
to include subsidiary guarantees of the debt securities of LPL Holdings, Inc. registered under the Registration Statement. Accordingly, the Company has revised the Registration Statement to remove any references to the “Additional
Registrants” and any description of any subsidiary guarantees of the debt securities of LPL Holdings, Inc. registered under the Registration Statement.

Please do not hesitate to call me at (617) 951-7063 with any questions or further comments you may
have regarding this filing or if you wish to discuss the above responses.

Sincerely,

/s/ Thomas Fraser

Thomas Fraser

cc:
 Gregory M. Woods (LPL Financial Holdings Inc.)

United States securities and exchange commission logo
October 6, 2023
Dan H. Arnold
Chief Executive Officer and President
LPL Financial Holdings Inc.
4707 Executive Drive
San Diego, CA 92121
Re:LPL Financial Holdings Inc.
Registration Statement on Form S-3
Filed September 22, 2023
File No. 333-274631
Dear Dan H. Arnold:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed September 22, 2023
General
1.We note that LPL Holdings Inc., which appears to be a majority-owned subsidiary of LPL
Financial Holdings Inc., intends to issue convertible debt securities. Please provide us
with your analysis as to why the use of Form S-3 is appropriate to register LPL
Holding's debt securities. In this regard, please see General Instruction I.C.2 to to C.5 of
Form S-3, which provide that a majority-owned subsidiary of an S-3 eligible company
may offer securities registered on Form S-3 if they are non-convertible securities, other
than common equity. Please also see Securities Act Forms C&DI paragraph 217.02
located on our website at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm.  In
this regard, please also clarify what the LPL Holdings Inc. convertible debt is convertible
into.
2.We note that LPL Capital Partners, Inc. and LPL Insurance Associates, Inc. are named
as co-registrants. Please provide us an analysis supporting your conclusion that LPL

 FirstName LastNameDan H. Arnold
 Comapany NameLPL Financial Holdings Inc.
 October 6, 2023 Page 2
 FirstName LastName
Dan H. Arnold
LPL Financial Holdings Inc.
October 6, 2023
Page 2
Capital Partners, Inc. and LPL Insurance Associates, Inc. are eligible to use Form S-3 to
register the guarantees of the debt securities of LPL Holdings, Inc.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Thomas Fraser

April 2, 2014

Via E -mail
Gregory M. Woods
Executive Vice President, Deputy General Counsel
LPL Financial Holdings Inc.
75 State Street
Boston, Massachusetts  02109

Re: LPL Financial Holdings Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 12, 2014
File No. 1-34963

Dear Mr. Wood s:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

cc: Marko S. Zatylny, Ropes & Gray LLP

March 25, 2014

Via E -mail
Gregory M. Woods
Executive Vice President, Deputy General Counsel
LPL Financial Holdings Inc.
75 State Street
Boston, Massachusetts  02109

Re: LPL Financial  Holdings Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 12, 2014
Response dated March 20, 2014
File No. 1-34963

Dear Mr. Woods :

We have reviewed your correspondence dated March 20, 2014, and we have the
following additional comment.

1. We note your response to our comment in ou r letter dated March 18, 2014.  We continue to
believe that the proposal  entails separate matters and  should be unbundled into two
proposals , so that shareholders have an opportunity to communicate to the board of directors
their views on each separate matter .  You may condition  the effectiveness of the
declassification  proposal on the adoption  of the dir ector -removal proposal , in which case
you should disclose prominently that a vote against declassification would have t he effect
of a vote against modification of the director -removal threshold .  For further guidance,
see Exchange Act Release No. 31326, Pa rt II.H (October 16, 1992).   Please revise your
proxy statement accordingly.

You may contact Alexandra M. Ledbetter, Attorney -Advisor, at (202) 551 -3317 or me at
(202) 551 -3830  with any questions .

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

cc: Marko S. Zatylny, Ropes & Gray LLP

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		Correspondence 2014-02

75 State Street, 24th Floor
Boston, MA 02109-1827

617 423 3644 office

March 26, 2014

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Suzanne Hayes

         Alexandra M. Ledbetter

Re:

 SEC Comment Letter dated March 25, 2014

LPL Financial Holdings Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 12, 2014

File No. 1-34963

Dear Ms. Hayes:

On behalf of LPL Financial Holdings Inc. (the “Company”), we are writing in response to your comment letter dated March 25, 2014 relating to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2014. We have, for your convenience, reproduced your comment, followed by the Company’s response, below.

Comment 1

We note your response to our comment in our letter dated March 18, 2014. We continue to believe that the proposal entails separate matters and should be unbundled into two proposals, so that shareholders have an opportunity to communicate to the board of directors their views on each separate matter. You may condition the effectiveness of the declassification proposal on the adoption of the director-removal proposal, in which case you should disclose prominently that a vote against declassification would have the effect of a vote against modification of the director-removal threshold. For further guidance, see Exchange Act Release No. 31326, Part II.H (October 16, 1992). Please revise your proxy statement accordingly.

Response to Comment 1:

In response to the Staff’s comment, the Company has revised its proxy statement throughout in order to unbundle into two separate matters the declassification proposal and the director-removal proposal. The definitive proxy statement will include (a) as Proposal 2, approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation that would declassify the Company’s board of directors and (b) as Proposal 3, approval of an amendment to the Company’s Amended and Restated

Securities and Exchange Commission

 - 2 -

 March 26, 2014

Certificate of Incorporation that would provide that directors may be removed with or without cause.  Proposals 2 and 3 will be cross-conditioned, such that the effectiveness of the declassification proposal will be conditioned on approval of the director-removal provision, and vice versa.

*          *          *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) it is the Staff’s view that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing is responsive to your comment.  If you should have any questions about this letter or require any further information, please call me at (617) 897-4370 or Marko S. Zatylny of Ropes & Gray LLP at (617) 951-7980.

Very truly yours,

/s/ Gregory M. Woods

Gregory M. Woods

Executive Vice President, Deputy General Counsel

LPL Financial LLC

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		Correspondence 2014-01

75 State Street, 24th Floor
Boston, MA 02109-1827

617 423 3644 office

March 20, 2014

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Suzanne Hayes

         Alexandra M. Ledbetter

Re:

 SEC Comment Letter dated March 18, 2014

LPL Financial Holdings Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 12, 2014

File No. 1-34963

Dear Ms. Hayes:

On behalf of LPL Financial Holdings Inc. (the “Company”), we are writing in response to your comment letter dated March 18, 2014 relating to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2014. We have, for your convenience, reproduced your comment, followed by the Company’s response, below.

Comment 1

We note that the second proposal appears to concern two separate matters, declassifying the Board of Directors and modifying the director removal provision. Please revise to unbundle this proposal into two proposals. See Exchange Act Rule 14a-4(a)(3). For guidance, refer to Question 101.02 of the Proxy Rules and Schedule 14A Compliance and Disclosure Interpretations, available on our website at: http://www.sec.gov/divisions/corpfin/guidance/14a-interps.htm.

Response to Comment 1:

The modification of the director removal provision described in the second proposal is a necessary (and non-discretionary) consequence of the Company's proposed declassification of its Board of Directors.  Title 8, Chapter 1, Section 141(k) of the General Corporation Law of the State of Delaware permits corporations to elect to provide that, in a classified board structure, directors may be removed only for cause. However, the section permits this election only if the board is classified and requires director removal with or without cause in the case of a corporation whose board of directors is not classified.  As such, as a matter of Delaware law, in conjunction with the proposed declassification of the Board of Directors of the Company, the Company is required to revise its certificate of incorporation to provide for removal of directors with or without cause.

Securities and Exchange Commission

 - 2 -

 March 20, 2014

For this reason, the Company believes that the director removal provision is not a separate matter from the proposal to declassify the Board of Directors and respectfully submits that including a separate proposal regarding modification of the director removal provision would not be appropriate.

In response to the Staff's comment, however, the Company will include the following disclosure in the definitive proxy statement on page 9, to clarify the consequence of the declassification proposal:

By declassifying the Board, we would further our goal of ensuring that our corporate governance policies maximize the accountability of our Board of Directors to our stockholders.  First, our stockholders would be able to register their views on performance of all directors on an annual basis.  In addition, as a consequence of declassification, our stockholders would gain additional rights to remove directors.  Delaware law provides that if a company has a single class of directors, any director may be removed with or without cause by stockholders. In contrast, our Amended and Restated Certificate of Incorporation currently provides that our directors may only be removed for cause.  The amendment that we propose to our Amended and Restated Certificate of Incorporation provides for a single class of directors and necessarily also modifies the director removal provision to provide for removal with or without cause in accordance with Delaware law.

*          *          *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) it is the Staff’s view that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing is responsive to your comment.  If you should have any questions about this letter or require any further information, please call me at (617) 897-4370 or Marko S. Zatylny of Ropes & Gray LLP at (617) 951-7980.

Very truly yours,

/s/ Gregory M. Woods

Gregory M. Woods

Executive Vice President, Deputy General Counsel

March 18, 2014

Via E -mail
Gregory M. Woods
Executive Vice President, Deputy General Counsel
LPL Financial Holdings Inc.
75 State Street
Boston, Massachusetts  02109

Re: LPL Financial Holdings Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 12, 2014
File No. 1-34963

Dear Mr. Wood s:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, w e may have  additional comments.

1. We note that the second proposal appears to concern two separate matters, declassifying
the Board of Directors and modifying the director removal provision.  Please revise to
unbundle this proposal into two pro posals.  See Exchange Act Rule 14a -4(a)(3).  For
guidance, refer to Question 101.02 of the Proxy Rules and Schedule 14A  Compliance and
Disclosure Interpretations , available on our website at:
http://www.sec.gov/divisions/corpfin/guidance/14a -interps.htm .

Gregory M. Woods
LPL Financial Holdings Inc.
March 18, 2014
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exc hange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of t he United States.

You may contact Alexandra M. Ledbetter, Attorney -Advisor, at (202) 551 -3317 or me at
(202) 551 -3830  with any questions .

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

cc: Marko S. Zatylny, Ropes & Gray LLP

January 17, 2014

Via E -mail
Dan H. Arnold
Chief Financial Officer
LPL Financial Holdings, Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings, Inc.
Form 10 -K
Filed February 26, 2013
File No. 001-34963

Dear Mr. Arnold:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director

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		SEC Comment Letter Response 2014-01

LPL FINANCIAL HOLDINGS INC.

75 State Street

Boston, MA 02109

January 13, 2014

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn: Suzanne Hayes

Re:

 SEC Comment Letter dated December 27, 2013

 LPL Financial Holdings Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 26, 2013

 File No. 001-34963

Dear Ms. Hayes:

On behalf of LPL Financial Holdings Inc. (the “Company”), we are writing in response to your comment letter dated December 27, 2013 relating to the Company's Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”) filed with the Securities and Exchange Commission on February 26, 2013. We have, for your convenience, reproduced your comments, followed by the Company's responses, below.

Form 10-K for the Fiscal Year Ended December 31, 2012

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 71

Risk Management, page 73

1.    Please expand your risk management discussion to describe in more detail the communication channels used to report risk related information from your subsidiaries to the Risk Oversight Committee and the Board of Directors. You should address:

•

 Whether you have identified triggering events that require reports/communications to the committee;

•

 Whether each subsidiary has a designated risk officer; and

•

 Potential challenges due to acquisition related activities, for example subsidiaries using different, potentially incompatible, technologies.

Response to Comment 1:

In response to the Staff’s comment, the Company plans to expand its risk management discussion in its upcoming annual report on Form 10-K for the year ended December 31, 2013 substantially as set forth below (the “Proposed Disclosure”). In particular, the disclosure will describe in greater detail the Company’s enterprise risk management framework and the related communication channels used to report risk-related information from the Company’s subsidiaries, particularly LPL Financial LLC (“LPL Financial”), its principal operating subsidiary.

The Company has escalation policies in place that determine which events require communication to the Risk Oversight Committee of LPL Financial (the “ROC”), in which the Company has centralized corporate-level risk management functions. The composition of the ROC and its use of subcommittees covering key areas of risk are designed to ensure that each business line, including the Company’s various subsidiaries, is represented on or has access to the ROC. Participation by senior management in the ROC and its subcommittees is intended to ensure that significant risk-related issues and events, regardless of subsidiary, are reported to the ROC and escalated to the Board of Directors or its Audit or Compensation Committees as appropriate. The Company has not encountered significant challenges to its risk management activities due to acquisitions.

Securities and Exchange Commission

 - 2 -

 January 13, 2014

The Proposed Disclosure will be substantially as follows:

Risk Management

We have established various committees of the Board of Directors to manage the risks associated with our business. Our Audit Committee was established for the primary purpose of overseeing (i) the integrity of our unaudited and audited consolidated financial statements, (ii) our compliance with legal and regulatory requirements that may impact our unaudited and audited consolidated financial statements or financial operations, (iii) the independent auditor’s qualifications and independence and (iv) the performance of our independent auditor and internal audit function. Our Compensation and Human Resources Committee was established for the primary purpose of (i) overseeing our efforts to attract, retain and motivate members of our senior management team in partnership with the Chief Executive Officer, (ii) carrying out the Board’s overall responsibility relating to the determination of compensation for all executive officers to achieve the proper risk-reward balance and not encourage unnecessary or excessive risk-taking, (iii) overseeing all other aspects of our compensation and human resource policies and (iv) overseeing our management resources, succession planning and management development activities. As mandated by the Audit Committee, we also have established a Risk Oversight Committee comprised of a group of our senior-most executives to oversee the risk management activities of the Company.

We employ an enterprise risk management framework ("ERM") that is intended to address key risks and responsibilities, enable us to execute our business strategy, and protect our firm and its franchise. Our framework is designed to promote clear lines of risk management accountability and a structured escalation process for key risk information and events.

Our risk management governance approach includes our Board of Directors (the “Board”) and certain of its committees; the Risk Oversight Committee of LPL Financial (the “ROC”) and its subcommittees; the Internal Audit Department and the Governance, Risk and Compliance (“GRC”) Department of LPL Financial; and business line management. We regularly reevaluate and, when necessary, modify our processes to improve the identification and escalation of risks and events.

Audit Committee of the Board.  In addition to its other responsibilities, the Audit Committee of the Board (the “Audit Committee”) reviews our policies with respect to risk assessment and risk management, as well as our major financial risk exposures and the steps management has undertaken to control them. The Audit Committee provides reports to the Board at each of the Board’s regularly scheduled quarterly meetings.

Compensation and Human Resources Committee of the Board.  In addition to its other responsibilities, the Compensation and Human Resources Committee of the Board assesses whether our compensation arrangements encourage inappropriate risk-taking, and whether risks arising from our compensation arrangements are reasonably likely to have a material adverse effect on the Company.

Risk Oversight Committee of LPL Financial.  The Audit Committee has mandated that the ROC oversee our risk management activities, including those of our subsidiaries.  Our Chief Executive Officer serves as chair, and the Chief Risk Officer of LPL Financial serves as vice chair, of the ROC, which generally meets on a monthly basis with ad hoc meetings as necessary. Each member of the Management Committee of LPL Financial and the three other Managing Directors (Managing Director, Chief Investment Officer; Managing Director, Independent Advisor Services; and Managing Director, Institution Services) serve on the ROC.  Additional members of the Company’s senior management team are also included as ex-officio members, representing the key control areas of the Company. These individuals include, but are not limited to, the Chief Compliance Officer, Brokerage and the Chief Compliance Officer, Advisory of LPL Financial, as well as the Chief Information Security Officer and the Chief Privacy Officer of LPL Financial. Participation in the ROC by senior officers is intended to ensure that the ROC covers the key risk areas of the Company, including its subsidiaries, and that the ROC thoroughly reviews significant matters relating to risk priorities, policies and control procedures and related exceptions, certain new and complex products and business arrangements, transactions with significant risk elements, and identified emerging risks.

Securities and Exchange Commission

 - 3 -

 January 13, 2014

The chair of the ROC provides reports to the Audit Committee at each of the Audit Committee’s regularly scheduled quarterly meetings and, as necessary or requested, to the Board of Directors. The reports generally cover topics addressed by the ROC at its meetings since the immediately preceding report. If warranted, matters of material risk are escalated to the Audit Committee or Board of Directors more frequently.

Subcommittees of the Risk Oversight Committee.  The ROC has established multiple subcommittees that cover key areas of risk. The subcommittees meet regularly and are responsible for keeping the ROC informed and escalating issues in accordance with the Company’s escalation policies. The responsibilities of such subcommittees include, for example, oversight of the approval of new and complex investment products offered to advisors’ clients; oversight of the Company’s investment advisory business; issues and trends related to advisor compliance and examination findings; whistle-blower hotline allegations; and oversight of disclosures related to our financial reporting.

Internal Audit Department. The Internal Audit Department provides independent verification of the effectiveness of the Company’s internal controls by conducting risk assessments and audits designed to identify and cover important risk categories. The Internal Audit Department provides regular reports to the ROC and reports to the Audit Committee at least as often as quarterly.

Control Groups. The GRC Department provides compliance oversight and guidance, and conducts various risk and other assessments to address regulatory and firm-specific risks and requirements. The GRC Department reports to the Chief Risk Officer, who reviews the results of the firm’s risk management process with the ROC, the Audit Committee and the Board as necessary. We also consider the Internal Audit Department to be a control group.

Business Line Management.  Each business line is responsible for managing its risk, and business line management is responsible for keeping senior management, including the members of the ROC, informed of operational risk and escalating risk matters (as defined by the Company’s escalation policies). We have conducted firm-wide escalation training for our employees.  Certain business lines, including Broker/Dealer Support Services and Business Technology Services, have dedicated personnel with responsibilities for monitoring and managing risk-related matters. Business lines are subject to oversight by the control groups, and the Finance, Legal, Business Technology Services and Human Capital Departments also execute certain control functions and report matters to the ROC, Audit Committee and Board as appropriate.

In addition to various committees the ERM framework, we have written policies and procedures that govern the conduct of business by our advisors, our employees, our relationship with advisors' clients and the terms and conditions of our relationships with product manufacturers. Our client and advisor policies address the extension of credit for client accounts, data and physical security, compliance with industry regulation and codes of ethics to govern employee and advisor conduct, among other matters.

*       *       *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) it is the Staff's view that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to your comments. If you should have any questions about this letter or require any further information, please call me at (858) 909-7484 or Marko S. Zatylny of Ropes & Gray LLP at (617) 951-7980.

Securities and Exchange Commission

 - 4 -

 January 13, 2014

Sincerely,

/s/ Dan H. Arnold

Dan H. Arnold

Chief Financial Officer

LPL Financial Holdings Inc.

December 27, 2013

Via E -mail
Dan H. Arnold
Chief Financial Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2012
 Filed February 26, 2013
 File No. 001-34963

Dear M r. Arnold :

We have reviewed your filing  and have the following comment .

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies 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 filing and the information you provide in
response to this comment , we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Item 7A. Quantitative and Qualitative Disclosures About Market Risk , page 71

Risk Management, page  73

1. Please  expand your risk management discussion to describe in more detail the
communication channels used to report risk related information from your subsidiaries to
the Risk Oversight Committee and the Board of Director s.  You should address:

 Whether you have identified triggering events that require reports/communications to the
committee;

 Whether each subsidiary has a designated risk officer; and

 Potential challenges due to acquisition related activities, for example subsidiaries using
different, potentially incompatible, technologies.

Dan H. Arnold
LPL Financial Holdings Inc.
December 27, 2013
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact me at (202)  551-3675 with any questions you may h ave.

Sincerely,

        /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

March 22, 2013

Via E -mail
Mark S. Casady
Chairman and Chief Executive Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Preliminary  Proxy Statement on Schedule 14A
Filed March 15, 2013
File No. 001 -34963

Dear Mr. Cassady :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Direc tor

CORRESP
1
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CORRESP

 LPL FINANCIAL HOLDINGS INC.

75 State Street

Boston, MA 02109

 March 21,
2013

 BY EDGAR

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Suzanne Hayes; Eric Envall

Re:
LPL Financial Holdings Inc.

Preliminary Proxy Statement on Schedule 14A

 Filed March 15, 2013

 File No. 001-34963

Dear Ms. Hayes and Mr. Envall:

 On
behalf of LPL Financial Holdings Inc. (the “Company”), we are writing in response to your comment letter dated March 20, 2013 relating to the Company’s Preliminary Proxy Statement filed with the Securities and Exchange
Commission on March 15, 2013. We have, for your convenience, reproduced your comment, followed by the Company’s response, below.

Preliminary Proxy Statement on Schedule 14A

 Proposal 1: Approval of Increase in Board Size, page 4

 1. We note that your independent
directors nominated ten individuals to the board, and if approved, Proposal 1 would create an 11 member board. Please revise your proxy statement to describe whether the board has any current intentions to appoint an 11th director. If there are no
such current intentions, please affirmatively state in the proxy statement that at this time you do not have any plans to appoint an 11th director as well as disclosing what your reasons are for increasing the size of the board to 11 if you do not
intend to appoint a director to fill that seat.

 Response to Comment 1:

In response to the Staff’s comment, the Company intends to include the following revised disclosure in its Definitive Proxy Statement
on page 4:

Securities and Exchange Commission

-2-

March 21, 2013

 The Board of Directors regularly reviews the Company’s corporate governance policies and procedures.
Through this review, the Board determined that it would be in the best interest of the Company and its stockholders to increase the size of our Board of Directors from nine (9) members to eleven (11) members, with such precise number of
directors to be fixed exclusively pursuant to a resolution of the Board adopted from time to time. This increase would give the Board greater flexibility to add selected talents and skills through additional members from time to time and
allow greater continuity on the Board during periods of change. At this time, the Board does not have definitive plans to appoint an eleventh director, but this increase would give the Board flexibility to add one additional
director in the future without the need for a special meeting of stockholders. Under our certificate of incorporation, until the Sponsors cease collectively to beneficially own at least 40% of the outstanding shares of Common Stock, the number of
directors may not be increased without, in addition to any vote otherwise required by law, the affirmative vote or written consent of at least 60% of the outstanding shares of Common Stock. By increasing the size of the Board to 11, our Board would
have the flexibility to add one additional director without the delay and expense associated with convening a special meeting of stockholders. We believe that this flexibility is desirable to enable us to move quickly to secure the service of a
qualified director candidate that may become known to us in the future, as a result of an active search that we may subsequently initiate or otherwise.

 *        *        *

 The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) it is the Staff’s view that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 We hope that the foregoing has been responsive to your comments. If you should
have any questions about this letter or require any further information, please call me at (617) 897-4340 or Marko S. Zatylny of Ropes & Gray LLP at (617) 951-7980.

 Sincerely,

 /s/ Stephanie L. Brown

 Stephanie L. Brown

 Managing Director, General Counsel and Secretary

March 20 , 2013

Via E -mail
Mark S. Casady
Chairman and Chief Executive Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Preliminary  Proxy Statement on Schedule 14A
Filed March 15, 2013
File No. 001 -34963

Dear Mr. Casady :

We have limited our review  of your filing  to those issues we have addressed in our
comments .  In some of our comments, we may ask you to provide us with information  so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, we may have  additional comments.

Preliminary Proxy Statement on Schedule 14A

Proposal 1:  Approval of Increase in Board Size, page 4

1. We note that  your independent directors nominated  ten individuals to the board, and if
approved , Proposal 1 would create an 11 member board.  Please revise your proxy
statement to describe whether the board has any current intentions to appoint an 11th
director.   If there are no such current intentions, please affirmatively state in the proxy
statem ent that at this time you do not have any plans to appoint an 11th director as well as
disclosing what your reasons are for increasing the size of the board to 11 if you do not
intend to appoint a director to fill that seat.

We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Mark S. Casady
LPL Financial Holdings Inc.
March 20 , 2013
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact  Eric Envall  at (202) 551 -3234  or me at  (202) 551 -3675  with any other
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director

February 8, 2013

Via E -mail
Dan H. Arnold
Chief Financial Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2011
 Filed February 27, 2012
File No. 001-34963

Dear Mr. Arnold :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Hugh West

Hugh West
Accounti ng Branch Chief

CORRESP
1
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		Correspondence 2013-01

LPL FINANCIAL HOLDINGS INC.

75 State Street

Boston, MA 02109

January 10, 2013

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Hugh West

 Staci Shannon

Re:

 SEC Comment Letter dated December 7, 2012

 LPL Financial Holdings Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed February 27, 2012

 Form 10-Q for the Quarterly Period ended September 30, 2012

 Filed October 31, 2012

 File No. 001-34963

Dear Mr. West and Ms. Shannon:

On behalf of LPL Financial Holdings Inc. (the “Company”), we are writing in response to your comment letter dated December 7, 2012 relating to the Company's Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) and Form 10-Q for the quarterly period ended September 30, 2012 (the "Form 10-Q") filed with the Securities and Exchange Commission on February 27, 2012 and October 31, 2012, respectively. We have, for your convenience, reproduced your comments, followed by the Company's responses, below.

Form 10-K for the Fiscal Year Ended December 31, 2011

Management's Discussion and Analysis, page 33

Results of Operations, page 45

Commissions, page 46

1.    We understand certain recurring commission revenues include fees generated based on the current market value of investment holdings in trail-eligible assets, similar to your advisory fees which are generated based on your advisory assets under management. In an effort to provide greater transparency and more meaningful information to an investor, please provide in your future filings a table that summarizes the activity within your investment holdings in trail-eligible assets for the periods presented, similar to the rollforward of advisory assets under management at the top of page 47.

Response to Comment 1:

We advise the Staff that we are unable to provide a table summarizing the activity within our clients' investment holdings in trail-eligible assets as we do for advisory assets under management. The recordkeeping for the underlying assets that qualify and do not qualify as trail-eligible, the principal or face amount of investments purchased and sold within each client account, asset flows data, and daily valuations are maintained directly by the product sponsors, which do not provide us with this level of detail. The product sponsors only provide the periodic trail commissions payment, accompanied by a summary of accounting of payments by client by advisor and by client by product.

Securities and Exchange Commission

 - 2 -

 January 10, 2013

We advise the Staff supplementally that fees generated based on the current market value of clients' investment holdings in trail-eligible assets (“trail revenues”) are generally paid to LPL Financial LLC (“LPL”) by mutual fund product sponsors quarterly in arrears and by annuity product sponsors monthly in arrears, based upon the market value of the trail-eligible assets over the payment period. We estimate and accrue the amount of these trail revenues for each reporting period based upon the summary of accounting provided by the product sponsors, and an analysis of the historical receipts from approximately 500 mutual fund and annuity product sponsors, adjusted for estimated changes in market levels. When LPL collects the amounts for the reporting period, we compare the actual receipts to our estimated receipts. To date, these comparisons have not yielded any material differences between the actual receipts and our estimates. We also periodically confirm our understanding of the payment frequency and measurement period with a sample of the mutual fund companies and annuity product sponsors.

In our discussion of critical accounting policies and estimates in the Form 10-K, we state that management must estimate a portion of trail revenues for each accounting period for which the proceeds have not yet been received. We also explain that the estimates are necessary because a significant volume of mutual fund and variable annuity purchases and sales are transacted by financial advisors directly with product sponsors, and we describe the factors on which the estimates are based. In addition, we present investors with a relevant point-in-time metric, advisory and brokerage assets that are custodied by us and brokerage positions held at product sponsors. In future filings, and as set forth below in our response to Comment 2, we will expand our accounting policy in an effort to provide greater transparency about our trail revenues and how we estimate such revenues. We believe that with this additional disclosure, investors will have a better understanding of our trailing commission revenues.

Notes to Consolidated Financial Statements, page F-8

Note 2 - Summary of Significant Accounting Policies, page F-9

Revenue Recognition Policies, page F-9

2.    We note your disclosure that commissions include mutual fund and variable annuity trails, which are recognized as earned. Please tell us, and revise your future filings to explain your definition of “as earned.” In this regard, your disclosure should clearly differentiate between mutual funds with front-end commissions and those with no front-end commissions or sales fees. Further, expand your disclosure to specifically identify what your “trailing revenues” represent. In your response, provide us with the literature that you rely upon for your accounting treatment (i.e., mutual fund commissions with and without front-end fees, as well as trailing revenues), and address whether you believe you are within the scope of ASC 946-605-25-8 that states certain distributors of mutual funds should recognize fees when received.

Response to Comment 2:

In future filings, we will revise the disclosure of our revenue recognition policies to provide further clarity around “as earned” and “trailing revenues.”

With respect to mutual fund products, we advise the Staff that we act as a selling agent and not as a distributor of mutual funds, and thereby are not responsible for the offering costs of the shares of any mutual fund company. Accordingly, we do not believe we are within the scope of ASC 946-605-25-8. As selling agent, we receive a front-end sales commission from the distributor at the point of sale, as well as a trailing commission for providing ongoing support, awareness and education to clients of our advisors. Subsequent penalties for early redemption (e.g., deferred contingent sales charges) are paid by the client and retained by the distributor. Accordingly, we do not recognize revenues or expenses for these types of transactions.

Front-end sales commissions are recognized as revenue on a trade-date basis, as the earnings process is considered to be complete, in accordance with ASC 940-605-25-3. We recognize revenue for trailing commissions as earned over the period in which the related services are performed, provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable and collectability is reasonably assured.

Securities and Exchange Commission

 - 3 -

 January 10, 2013

The literature upon which we rely for our accounting treatment of trailing commissions is ASC 940-20-25-2 and SEC Staff Accounting Bulletin No. 104. This accounting guidance focuses primarily on the reasonable assurance of collectability of payment for the performance of services where we have persuasive evidence that an arrangement exists with a fee that is fixed or determinable.

In order to provide clarity around our definition of “as earned” and what our “trailing revenues” represent, we expect to revise the disclosure of our revenue recognition policy for commissions revenue to read substantially as follows in our upcoming Annual Report on Form 10-K:

Commission - Commission revenue represents gross commissions generated by the Company's advisors for their clients' purchases and sales of securities, and various other financial products such as mutual funds, variable and fixed annuities, alternative investments, fixed income, insurance, group annuities, and option and commodity transactions. The Company generates two types of commission revenues: front-end sales commissions that occur at the point of sale, as well as trailing commissions for which the Company provides ongoing support, awareness, and education to clients of its advisors.

The Company recognizes front-end sales commissions as revenue on a trade-date basis, which is when the Company's performance obligations in generating the commissions have been substantially completed. The Company settles a significant volume of transactions that occur directly between its advisors and product sponsors, particularly with regard to mutual fund, 529 plan, and fixed and variable products. As a result, management must estimate a portion of its commission revenues earned from clients for purchases and sales of these products for each accounting period for which the proceeds have not yet been received. These estimates are based on the amount of commissions earned from transactions in these products in prior periods.

Commission revenue includes mutual fund, 529 plan, and fixed and variable product trailing fees which are recurring in nature. These trailing fees are earned by the Company based on a percentage of the current market value of clients' investment holdings in trail-eligible assets, and recognized over the period during which services are performed. Because trail commission revenues are generally paid in arrears, management estimates the majority of trail commission revenues earned during each period. These estimates are based on a number of factors including market levels and the amount of trail commission revenues received in prior periods.

The amount of such accruals are shown as commissions receivable from product sponsors and others, and are classified within receivables from product sponsors, broker-dealers and clearing organizations in the consolidated statements of financial condition.

A substantial portion of the commission revenue is ultimately paid to the advisors. The Company records an estimate for commissions payable based upon payout ratios for each product for which the Company has accrued commission revenue. Such amounts are recorded by the Company as production expense.

Securities and Exchange Commission

 - 4 -

 January 10, 2013

3.    We note your revenue recognition policies related to commission and advisory fees; however, it is unclear how you have considered gross versus net revenue reporting (ASC 605-45). Please revise your disclosure in future filings to specify the revenue arrangements that you analyze under ASC 605-45 for gross versus net revenue reporting, and identify which arrangements you report on a net basis and a gross basis. In your disclosure regarding your gross versus net analysis, specifically address how you consider commissions revenue for which a substantial portion is ultimately paid to the advisors, and advisory fees for which a substantial portion is paid to the related advisor. Additionally, provide us with a more detailed analysis of how you considered each of the factors included in ASC 605-45-45-3 through 45-18. Your response should address how the following criteria impact your revenue reporting analysis:

•

     Whether you or another party are the primary obligor in your commission and advisory

revenue arrangements; and

•

     Whether your commissions and fees are fixed in percentage terms.

Response to Comment 3:

We advise the Staff that we record commissions and advisory fees on either a gross or net basis in accordance with ASC 605-45-45 based on the facts and circumstances of each arrangement.

In determining the appropriate recognition of commissions, we review the terms and conditions of the brokerage account agreements between LPL and our advisors' clients, our representative agreements with our advisors, which includes payout rates and terms, and our selling agreements with product sponsors for packaged investment products such as mutual funds, annuities, insurance and alternative investments. In determining the appropriate recognition of advisory fees, we review the terms and conditions of the advisory agreements between our advisors' clients and the applicable Registered Investment Advisor (“RIA”), our representative agreements with our advisors and agreements with third parties who provide specific investment management or investment strategies.

Advisors licensed with us are able to conduct commission-based business through our brokerage platform and fee-based advisory business through our corporate RIA. Advisory fee revenues represent fees charged on our corporate RIA platform to clients of our advisors based on the value of advisory assets.

We also support stand-alone RIAs (“Independent RIAs”) who conduct their advisory business through separate entities by establishing their own RIAs, rather than using our corporate RIA. These Independent RIAs retain 100% of their advisory fees charged to clients for the advisory services that they provide, and engage us for technology, clearing, administrative and custody services, as well as for access to certain of our investment platforms.

We consider the determination of the primary obligor in the arrangement, the entity that has the responsibility for determination of product or service specifications, and the entity that has latitude in establishing prices, to be strong indicators in ascertaining whether to report revenues on a gross or net basis. Other considerations include credit risk, discretion in supplier selection and general inventory risk. After weighing all of the above factors we believe that gross revenue reporting is appropriate for all commissions and for our corporate RIA advisory fees, and that net revenue reporting is appropriate for Independent RIA advisory fees.

Securities and Exchange Commission

 - 5 -

 January 10, 2013

The following table details our analysis of the factors included in ASC 605-45-45-3 through 45-18 for commissions and advisory fees:

ASC 605-45 Indicator

 Commissions

 Advisory Fees

 Corporate

 RIA

 Independent

RIA

The entity is the primary obligor in the arrangement

 Gross: we are primarily responsible for the execution of clients' purchases and sales as we settle each trade. Advisors must be registered with and licensed through LPL in order to receive a commission. Client brokerage accounts are the responsibility of LPL. Furthermore, we maintain the relationship with the product sponsors and with the industry clearing houses. Therefore we are the primary obligor in the arrangement.

 Gross: we are the RIA. Advisors receiving advisory fees through our corporate RIA must be registered with and licensed through LPL. Therefore, we are the primary obligor in the arrangement.

 Net: certain advisors have established their own Independent RIA; as an Independent RIA, the advisor is the primary obligor in the arrangement.

The entity has general inventory risk

 Gross: we are required to post capital and, acting as the clearing agent, we are subject to settlement risk. Furthermore, we bear general inventory risk if the advisor does not perform on behalf of the client.

 Gross: we are required to post capital and, acting as the clearing agent and as custodian of clients' assets, we have general inventory risk. Furthermore, we bear general inventory risk if the advisor does not perform on behalf of the client.

 Gross: we are required to post capital and, acting as the clearing agent and as custodian of clients' assets, we have general inventory risk.

The entity has latitude in establishing price

 Gross: we establish a recommended pricing grid for use by advisors in charging their clients. Additionally, we determine the amount of commissions that are ultimately paid to the advisor. For certain investment products (e.g., mutual

CORRESP
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		Correspondence 2012-12

LPL Financial Holdings Inc.

9785 Towne Centre Drive

San Diego, CA 92121-1968

858 450 9606 office

December 20, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Hugh West

 Staci Shannon

Re:

 SEC Comment Letter dated December 7, 2012

 LPL Financial Holdings Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed February 27, 2012

 Form 10-Q for the Quarterly Period ended September 30, 2012

 Filed October 31, 2012

 File No. 001-34963

Ladies and Gentlemen:

This letter is to confirm our telephone conversation on December 18, 2012 with Ms. Shannon of the staff of the Securities and Exchange Commission wherein we agreed that we would provide our response to the staff's comment letter dated December 7, 2012 during the week of January 7, 2013.

Very truly yours,

/s/ Dan H. Arnold

Dan H. Arnold

Chief Financial Officer

LPL Financial Holdings Inc.

Member FINRA/SIPC

December 7, 2012

Via E -mail
Dan H. Arnold
Chief Financial Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Form 10 -K for the Fiscal Year Ended December 31 , 2011
 Filed February 27 , 2012
 Form 10 -Q for the Quarterly Period Ended September 30, 2012
Filed October 31, 2012
File No. 001-34963

Dear Mr. Arnold :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.   We have reviewed your
filing s and have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your  disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts a nd circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Manageme nt’s Discussion and Analysis, page 33

Results of Operations, page 45

Commissions, page 46

1. We understand certain recurring commission revenues include fees generated based on
the current market value of investment holdings  in trail -eligible assets, s imilar to your
advisory fees which are generated based on your a dvisory assets under management .  In
an effort to provide greater transparency and more meaningful information to an investor,

Dan H. Arnold
LPL Financial Holdings Inc.
December 7, 2012
Page 2

 please provide in your future filings a table that summarizes the activity within your
investment holdings  in trail -eligible assets for the periods presented, similar to the
rollforward of advisory assets under management at the top of page 47.

Notes to Con solidated Financial Statements , page F -8

Note 2 – Summary of Significant Accounting Policies, page F -9

Revenue Recognition Policies, page F -9

2. We note your disclosure that commissions include mutual fund and variable annuity
trails, which are recognized as earned.  Please tell us, and revise your future filings to
explain your definition of “as earned .”  In this regard, your disclosure should clearly
differentiate between mutual funds with front -end commissions and those with no front -
end commissions or s ales fees.  Further, expand your disclosure to specifically identify
what your “trailing revenues” represent.  In your response, provide us with the literature
that you rely upon for your accounting treatment  (i.e., mutual fund commissions with and
without  front -end fees, as well as trailing revenues) , and address whether you believe you
are within the scope of ASC 946 -605-25-8 that states certain distributors of mutual funds
should recognize fees when received .

3. We note your revenue recognition policies re lated to commission and advisory fees;
however, it is unclear how you have considered gross versus net revenue reporting (ASC
605-45).  Please revise your disclosure in future filings to specify the revenue
arrangements that you analyze under ASC 605 -45 fo r gross versus net revenue reporting,
and identify which arrangements you  report on a net basis and a gross basis.  In your
disclosure regarding your gross versus net analysis, specifically address how you
consider commissions revenue for which a substantial portion is ultimately paid to the
advisors, and advisory fees for whic h a substantial portion is paid to the related advisor.
Additionally, provide us with a more detailed analysis of how you considered each of the
factors included in ASC 605 -45-45-3 through 45 -18.  Your response should address how
the following criteria im pact your revenue reporting analysis:

 Whether you or another party are the primary obligor in your commission and
advisory revenue arrangements; and
 Whether your commissions and fees are fixed in percentage terms.

Form 10 -Q for the Quarterly Period Ende d September 30, 2012

Notes to Condensed Consolidated Financial Statements, page 7

Note 5 - Fair Value Measurements, page 11

Dan H. Arnold
LPL Financial Holdings Inc.
December 7, 2012
Page 3

 4. We note that your contingent consideration related to NPR, Concord, and Veritat are
level 3 recurring fair value measurements.  Please revise your disclosure in future filings
to include quantitative information about the significant unobservable inputs related to
this contingent consideration, and disclose a narrative description of the sensitivity of the
measurement to changes in  unobservable inputs, including interrelationships between the
inputs.  Refer to ASC 820 -10-50-2(bbb) and ASC 820 -10-50-2(g).

Management’s Discussion and Analysis , page 27

Critical Accounting Policies and Estimates, page 55

5. We note your disclosure that  there were no material changes in those policies you
consider to be significant, except for changes made in your revenue recognition and
share -based compensation policies.  Please tell us, and revise your future filings to
disclose, the specific changes t hat were made within the respective policies , the reporting
period in which the changes were made , and quantify the impact within your financial
statements as a result of such changes.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s includ e the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comment s as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Staci Shannon at (202) 551-3374 or me at (202) 551 -3872  with any
questions.

Sincerely,

 /s/ Hugh West

Hugh West
Accounting Branch Chief

February 21, 2012
 Via E-mail

Stephanie L. Brown Managing Director and General Counsel LPL Investment Holdings Inc. One Beacon Street Boston, MA  02108
Re: LPL Investment Holdings Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 9, 2011 File No. 001-34963

Dear Ms. Brown:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
     /s/ Suzanne Hayes
Suzanne Hayes Assistant Director

CORRESP
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Correspondence

 LPL INVESTMENT HOLDINGS INC.

One Beacon Street

Boston, MA 02108

January 23, 2012

 BY EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Suzanne Hayes

Re:
Comment Letter Dated January 6, 2012

LPL Investment Holdings Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 9, 2011

Form 8-K Filed April 27, 2011

File No. 001-34963

 Dear Ms. Hayes:

 LPL Investment Holdings Inc. (the “Company”) respectfully submits this letter in response to comments contained in your
letter dated January 6, 2012 relating to the Company’s Annual Report on Form 10-K and Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2011 and April 27, 2011, respectively. We have, for
your convenience, reproduced the Staff’s comments, followed by the Company’s responses, below.

 Form 10-K for the Fiscal Year
Ended December 31, 2010

 Item 1. Business

 Our Financial Advisors, page 2

 1. We note that you disclose the compound annual growth
rate for your advisor base. Please also disclose in this section the annual growth rate for the most recently completed fiscal year.

Response to Comment 1:

 We confirm that
for any future periods in which we discuss the compound annual growth rate for our advisor base, we will also disclose the annual growth rate for the most recently completed fiscal year.

Securities and Exchange Commission

 -
 2
 -

January 23, 2012

 Item 1A. Risk Factors

 Regulatory developments and our failure to comply with regulations…, page 17

 2. In
future filings, please expand this risk factor to specifically discuss any pending legislation, rules or regulations that could have a material effect on you.

 Response to Comment 2:

 We confirm that in future filings we will expand this risk factor
to specifically discuss any pending legislation, rules or regulations that could have a material effect on us. For example, future filings will discuss certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including
the potential implementation of a more stringent fiduciary standard for broker-dealers and enhanced regulatory oversight of incentive compensation.

 Our indebtedness could adversely affect our financial health…, page 20

 3. In
future filings, please revise this risk factor to specifically describe the effects your indebtedness could have on you. Among other things, the revised risk factor should describe and quantify your debt service obligations, describe and quantify
the effect of one and two notch credit rating downgrades and describe the financial and restrictive covenants contained in your debt agreements.

 Response to Comment 3:

 We confirm that in future filings we will revise this risk factor
to specifically describe the effects our indebtedness may have on us. Specifically, we expect to revise the disclosure to read substantially as follows in our upcoming Annual Report on Form 10-K (revised language in bold):

Our indebtedness could adversely affect our financial health and may limit our ability to use debt to fund future capital needs.

 At December 31, 2011, we had total indebtedness of $xxx billion. Our level of indebtedness could increase our
vulnerability to general adverse economic and industry conditions. It could also require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to
fund working capital, capital expenditures and other general corporate purposes. In addition, our level of indebtedness may limit our flexibility in planning for changes in our business and the industry in which we operate, place us at a
competitive disadvantage compared to our competitors that have less debt and limit our ability to borrow additional funds.

Securities and Exchange Commission

 -
 3
 -

January 23, 2012

 Our Third Amended and Restated Credit Agreement (“senior secured credit
agreement”) requires quarterly repayments of our term loans. These payments equal approximately $3.50 million per quarter through March 31, 2013, $2.70 million per quarter through March 31, 2015 and $1.45 million per quarter through
March 31, 2017. In addition, we have a revolving credit facility under our senior secured credit facility with an available balance of $163.5 million. This facility matures on June 28, 2013, and we will be obligated to repay any
outstanding balance under this facility at that time. Our ability to make scheduled payments on or to refinance indebtedness obligations depends on our financial condition and operating performance, which are subject to prevailing economic and
competitive conditions and to certain financial, business and other factors beyond our control.

 We may not be able to maintain
a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. In addition, as discussed above, we are limited in the amount of capital that we can draw from our
broker-dealer subsidiaries. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to sell assets, seek additional capital or seek to
restructure or refinance our indebtedness. These alternative measures may not be successful or feasible. Our Third Amended and Restated Credit Agreement (“senior secured credit
agreement”) restricts our ability to sell assets. Even if we could consummate those sales, the proceeds that we realize from them may not be adequate to meet any debt service obligations then due. Furthermore, if an
event of default were to occur with respect to our senior secured credit agreement or other future indebtedness, our creditors could, among other things, accelerate the maturity of our indebtedness.

In addition, as a result of reduced operating performance or weaker than expected financial condition, rating agencies could
downgrade our senior unsecured subordinated notes, which would adversely affect the value of shares of our common stock.

 Our senior secured credit agreement permits us to incur additional indebtedness. Although our senior secured credit agreement contains restrictions on the incurrence of additional indebtedness, these
restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us from incurring obligations that
do not constitute “indebtedness” as defined in our senior secured credit agreement. To the extent new debt or other obligations are added to our currently anticipated debt levels, the substantial indebtedness risks described above would
increase.

Securities and Exchange Commission

 -
 4
 -

January 23, 2012

 A credit rating downgrade would not impact the terms of or our repayment obligations
under our senior secured credit agreement. However, any such downgrade would negatively impact our ability to obtain comparable rates and terms on any future refinancing of our debt and could restrict our ability to refinance.

We supplementally advise the Staff that the financial and restrictive covenants contained in our senior secured credit agreement, which is our only
currently outstanding debt agreement, are summarized in the risk factor titled “Restrictions under certain of our outstanding indebtedness….” In future filings, we will revise this risk factor to clarify that we are referring to our
senior secured credit agreement and will specifically reference the leverage ratio test and interest coverage ratio test included therein.

Item 6. Selected Financial Data, page 34

 4. It appears that you have identified Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per Share as non-GAAP on pages 41 and 43 of your filing, but these measures are not clearly labeled as
non-GAAP in each location where they are used including here. Please revise your disclosure in future filings, including your earnings releases furnished in Forms 8-K, to clearly label these measures as non-GAAP wherever presented in the filing,
including when they are part of a financial metric. Refer to Item 10(e) of Regulation S-K.

 Response to Comment 4:

We confirm that in future filings, including our earnings releases furnished in Forms 8-K, we will expressly label these measures as non-GAAP wherever
presented.

 5. You disclose that the 2010 gross margin measure excludes $222 million in share-based compensation to advisors related to the
restriction on common stock that was released upon closing of your IPO in the fourth quarter of 2010. As you are adjusting this measure for the year ended December 31, 2010 to exclude these charges, it appears to be a non-GAAP measure for that
period. Please revise your disclosure in future filings to change the label of this measure in 2010 to reflect that it has been adjusted. Also, revise your disclosure to clearly label the 2010 adjusted gross margin and adjusted gross margin as a %
of net revenue as non-GAAP.

 Response to Comment 5:

 We advise the Staff that in future filings we will revise our disclosure to identify gross margin as a non-GAAP measure. In addition, we will revise our disclosure regarding gross margin to identify more
clearly the expense categories from the consolidated statements of income that are deducted from net revenues for the purposes of computing gross margin, including the $222 million in share-based compensation that we excluded in 2010.

Securities and Exchange Commission

 -
 5
 -

January 23, 2012

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Our Operating Expenses

 Production Expenses, page 38

 6. You disclose here that you refer to your production
expenses, including brokerage, clearing and exchange fees as production payout. You also disclose on page 38 that you adjusted your production payout measure for 2010 to exclude the $222 million in share- based compensation charges triggered by your
initial public offering. You also provide disclosure and discussion of a production payout percentage on page 49 for each period presented. Furthermore, your Form 10-Q for the Quarterly Period Ended September 30, 2011 provides definitions of
production expenses and production payout that appear contradictory. You disclose on page 27 of the Form 10-Q that you refer to production expenses including brokerage, clearing, and exchange fees as production payout. However, on page 39 of the
Form 10-Q you disclose that your production payout includes all production expenses except brokerage, clearing and exchange expenses for the three months ended September 30, 2011 and 2010. In light of the adjustments to these measures and
changes in their respective definitions between periods, please address the following:

•

 Revise your disclosure in future filings to clearly and consistently define how you calculate the production payout measure and percentage metric
that you disclose.

•

 Tell us and clearly disclose in future filings the extent to which you changed the calculation during any of the periods presented. Identify the
date at which you changed the definition, and discuss why you believed it was appropriate to make such a change.

•

 Change the title of the adjusted production payout measure and adjusted production payout percentage for 2010 to reflect the fact that it has been
adjusted to exclude the $222 million in share-based compensation charges.

•

 Clearly label the adjusted production payout measure and percentage as non-GAAP where used throughout the document and provide a reconciliation to
the unadjusted measures and percentages.

 Response to Comment 6:

As provided in our filings, production expenses are comprised of the following: gross commissions and advisory fees that are earned and paid out to
advisors based on the sale of various products and services; production bonuses for achieving certain levels of production;

Securities and Exchange Commission

 -
 6
 -

January 23, 2012

recognition of share-based compensation expense from stock options and warrants granted to advisors and financial institutions based on the fair value of the awards at each interim reporting
period; amounts designated by advisors as deferred commissions in a non-qualified deferred compensation plan that are marked to market at each interim reporting period; and brokerage, clearing and exchange fees. Our production payout includes all of
the production expenses, except brokerage, clearing and exchange expenses. Our production payout percentage is calculated as commission and advisory fees divided by commission and advisory revenues, and we exclude brokerage, clearing and exchange
fees from this measure.

 We advise the Staff that though our Annual Report on Form 10-K and page 27 of our Quarterly Report on Form 10-Q
incorrectly stated that brokerage, clearing and exchange expenses were included in production payout, the actual calculations of production payout excluded such amounts, consistent with our other filings in fiscal 2011. There was no change in
calculation during the periods presented.

 In future filings, we will revise our disclosures regarding production payout to define this
measure clearly and consistently. We present production payout as a percentage, and we believe this percentage or ratio is best categorized as a statistical or operating measure rather than a non-GAAP financial measure. However, we will include
disclosure in our description of production payout to state that it is an operating or statistical measure rather than a GAAP-based measure. Specifically, we expect to revise the disclosure under “Operating Expenses – Production
Expenses” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to read substantially as follows in our upcoming Annual Report on Form 10-K (revised language in bold):

Production Expenses. Production expenses are comprised of the following: gross commissions and advisory fees that are
earned and paid out to advisors based on the sale of various products and services; production bonuses for achieving certain levels of production; recognition of share-based compensation expense from stock options and warrants granted to advisors
and financial institutions based on the fair value of the awards at each interim reporting period; amounts designated by advisors as deferred commissions in a non-qualified deferred compensation plan that are marked to market at each interim
reporting period; and brokerage, clearing and exchange fees. Our production payout, a statistical or operating measure, includes all production expenses except brokerage, clearing and exchange expenses. Substantially all of the production
payout is variable and correlated to the revenues generated by each advisor. Our production payout percentage is calculated as commission and advisory fees divided by commission and advisory revenues, and we exclude brokerage, clearing and
exchange fees from this measure.

 Upon closing of our IPO in the fourth quarter of 2010, the restriction of approximately
7.4 million shares of common stock issued to advisors under the Fifth Amended and Restated 2000 Stock Bonus Plan was released. Accordingly, we recorded a share-based

Securities and Exchange Commission

 -
 7
 -

January 23, 2012

compensation charge of $222.0 million in the fourth quarter of 2010, representing the offering price of $30.00 per share multiplied by 7.4 million shares. This charge has been
classified as production expense, but has been excluded from our production payout for 2010 for consistency and comparability to other periods presented because this charge related to equity awards granted in prior periods.

How We Evaluate Growth

January 6, 2012
 Via E-mail

Stephanie L. Brown Managing Director and General Counsel LPL Investment Holdings Inc. One Beacon Street Boston, MA  02108
Re: LPL Investment Holdings Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 9, 2011 Form 8-K Filed April 27, 2011 File No. 001-34963

Dear Ms. Brown:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  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 f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 1.  Business

 Our Financial Advisors, page 2

 1. We note that you disclose the compound annua l growth rate for your advisor base.
Please also disclose in this se ction the annual growth rate fo r the most recently completed
fiscal year.

Stephanie L. Brown LPL Investment Holdings Inc. January 6, 2012 Page 2

 Item 1A.  Risk Factors

 Regulatory developments and our failure to comply with regulations…, page 17

 2. In future filings, please expand this risk factor to specifically discuss any pending
legislation, rules or regul ations that could have a material effect on you.
 Our indebtedness could adversely aff ect our financial health…, page 20

 3. In future filings, please revise  this risk factor to specifi cally describe the effects your
indebtedness could have on you.  Among other things, the revised risk factor should
describe and quantify your debt service oblig ations, describe and quantify the effect of
one and two notch credit rating downgrades a nd describe the financial and restrictive
covenants contained in your debt agreements.
 Item 6.  Selected Financial Data, page 34

 4. It appears that you have iden tified Adjusted EBITDA, Adjusted Earnings, and Adjusted
Earnings per Share as non-GAAP on pages 41 and 43 of your filing, but these measures
are not clearly labeled as non- GAAP in each location where they  are used including here.
Please revise your disclosure in future filin gs, including your earnings releases furnished
in Forms 8-K, to clearly label these meas ures as non-GAAP wherever presented in the
filing, including when they are part of a fi nancial metric.  Refer to Item 10(e) of
Regulation S-K.
5. You disclose that the 2010 gross margin measure excludes $222 million in share-based
compensation to advisors related to the re striction on common stoc k that was released
upon closing of your IPO in the fourth qua rter of 2010.  As you are adjusting this
measure for the year ended December 31, 2010 to exclude these charges, it appears to be
a non-GAAP measure for that period.  Please revi se your disclosure in future filings to
change the label of this measure in 2010 to refl ect that it has been adjusted.  Also, revise
your disclosure to clearly labe l the 2010 adjusted gross margin  and adjusted gross margin
as a % of net revenue as non-GAAP.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Our Operating Expenses

 Production Expenses, page 38

 6. You disclose here that you refer to y our production expenses, including brokerage,
clearing and exchange fees as production payout.   You also disclose on page 38 that you
adjusted your production payout measure for 2010 to exclude the $222 million in share-

Stephanie L. Brown LPL Investment Holdings Inc. January 6, 2012 Page 3

 based compensation charges triggered by your initial public offering.  You also provide
disclosure and discussion of a production pa yout percentage on page  49 for each period
presented.  Furthermore, your Form 10-Q fo r the Quarterly Period Ended September 30,
2011 provides definitions of production expe nses and production payout that appear
contradictory.  You disclose on page 27 of the Form 10-Q that you refer to production
expenses including brokerage, clearing, a nd exchange fees as production payout.
However, on page 39 of the Form 10-Q you disclose that yo ur production payout
includes all production expenses except broke rage, clearing and exchange expenses for
the three months ended September 30, 2011 and 2010.  In light of the adjustments to these measures and changes in their respect ive definitions between periods, please
address the following:
 Revise your disclosure in future filings to clearly and consistently define how you
calculate the production payout  measure and percentage metric that you disclose.

 Tell us and clearly disclose in future f ilings the extent to which you changed the
calculation during any of the periods pres ented.  Identify the date at which you
changed the definition, and discuss why you be lieved it was appropriate to make such
a change.
 Change the title of the adjusted produc tion payout measure and adjusted production
payout percentage for 2010 to refl ect the fact that it has been adjusted  to exclude the
$222 million in share-based compensation charges.
 Clearly label the adjusted production payout measure a nd percentage as non-GAAP
where used throughout the document a nd provide a reconciliation to the unadjusted
measures and percentages.

How We Evaluate Growth, page 39
 7. It appears that your “Rec urring revenues” measure re presents a non-GAAP measure
under Item 10(e) of Regulation S-K as it has been adjusted to exclude certain revenues
from your GAAP-based “Total net revenues.”  In future filings, please clearly label such
measures as non-GAAP.
 Liquidity Assessment, page 54

 8. We note your disclosure on pages 53 and 54 th at the majority of your working capital
requirements are primarily funded directly or indirectly by your advisors’ clients.  We
also note your disclosure on page F-31 that  you had received colla teral primarily in
connection with client margin  loans with a market value of approximately $326.9 million,
which you can sell or repledge, and of th is amount, approximately $167.4 million has
been pledged or sold as of December 31, 2010.  As your liquidity condition appears to be
dependent upon your ability to sell or repled ge client collateral, please revise your

Stephanie L. Brown LPL Investment Holdings Inc. January 6, 2012 Page 4

 disclosure in future filings to clarify the ex tent to which there are any restrictions in
certain jurisdictions or otherwise that lim it your ability to sell or repledge the $326.9
million of client collateral as of December 31, 2010.
 Item 8.  Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 2.  Summary of Significant Accounting Policies

 Receivables from and Payabl es to Client, page F-11

 9. We note your disclosure that you pay interest on certain client free credit balances held
pending investment.  Please revise your disclosure  in future filings to clarify the nature of
the amounts included in payables to client, including whether your entire payables to
client balance represents free credit balances  held pending investment in the short-term,
or whether this balance also includes your a dvisors’ client deposits that are held in
support of their on-going trading ac tivities as described on page 53.

Legal Reserves, page F-15
 10. We note your accounting policy that you cons ider many factors in determining your
reserves for legal proceedings, including likel y insurance coverage.  Please tell us and
revise your disclosure to clarify whether you report your reserves for legal proceedings
on a gross basis and related insurance recove ries on a gross basis in your statement of
financial condition, rather th an netting these amounts.
 21.  Selected Quarterly Financia l Data (Unaudited), page F-40

 11. We note your disclosure of gross margin excl udes a share-based compensation charge of
$222 million in the fourth quarter of 2010.  Th is appears to be a non-GAAP measure, and
as such, is not allowed to be presented in  the Notes to your C onsolidated Financial
Statements.  Please revise your disclosure in future filings to exclude this non-GAAP
measure from your quarterly financial data in cluded in the Notes, or tell us why you
believe this is not a non-GAAP measure.  Pleas e note that we believe an explanation of
this significant charge in the fourth quarter of 2010 in a foot note to the quarterly financial
data table would be appropriate.  Refer to  Item 10(e)(1)(ii)(C) of Regulation S-K.

Stephanie L. Brown LPL Investment Holdings Inc. January 6, 2012 Page 5

 Item 11.  Executive Compensation

 Definitive Proxy Statement on Schedule 14A

 Long-Term Equity Incentive Program, page 21

 12. In future filings, describe how the Comp ensation Committee determines the amount and
types of the equity awards.  We note that the awards are based on subjective judgment in
reviewing “several factors” and take into c onsideration levels of responsibility and past
and current contributions to the company.  However, your disclosure should be more
detailed and specific so an investor can understand how and why the awards are made.
 Summary Compensation Table, page 25

 13. Tell us why the cash amounts paid to your named executive officers pursuant to the
achievement of the metric targets are reporte d in the Bonus column instead of the Non-
equity Incentive Plan Compensation column.  As a related matter, tell us why no non-
equity incentive plan awards are shown in the Grants of Plan-Based Awards Table on
page 26.

Item 15.  Exhibits, Financial Statement Schedules

 14. You have omitted Exhibit A and Schedule 1 from Exhibit 4.3.  Please re-file the
Stockholders’ Agreement in its entirety.
 Form 8-K filed April 27, 2011

 15. Counsel may not state that the legality opini on may be used only in connection with the
offer and sale of the shares while the registra tion statement is in effect.  Please amend the
Form 8-K and file a legality opinion wit hout that qualification.  In addition, in the
opinion filed with the regi stration statement on Form S-3ASR (File Number 333-
173703), counsel may not assume that the co mpany is duly organized, validly existing
and in good standing.  Please file an amendmen t to the registration statement and include
a legality opinion without that assumption.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Stephanie L. Brown LPL Investment Holdings Inc. January 6, 2012 Page 6

  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Staci Shannon at (202)  551-3374 or Kevin W. Vaughn, Accounting
Branch Chief, at (202) 551-3494 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Michael Seaman at (202) 551-3366 or Sebastian
Gomez Abero at (202) 551-3578 with any other questions.

Sincerely,
   /s/ Sebastian Gomez Abero for
Suzanne Hayes Assistant Director

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corresp

LPL Investment Holdings Inc.

One Beacon Street

Boston, MA 02108

November 15, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

Cc:

    Sonia Gupta Barros

 Kristina Aberg

                 Re:

    LPL Investment Holdings Inc.

Registration Statement on Form S-1 (File No. 333-167325)

Dear Ms. Barros:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, LPL Investment Holdings
Inc. (the “Company”) hereby requests that the effective date for the registration statement
referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time
on Wednesday, November 17, 2010 or as soon as possible
thereafter. The Company reserves the right to withdraw such request
for acceleration at  any time prior to 4:00 p.m. Eastern Time on
Wednesday, November 17, 2010.

     The
Company hereby acknowledges:

    (i)

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the registration statement effective,
it does not foreclose the Commission from taking any action with respect to the
registration statement;

    (ii)

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the registration statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in
the registration statement; and

    (iii)

    it is the staff’s position that the Company may not assert the action of the
Commission or the staff, acting pursuant to delegated authority, in declaring the
registration statement effective as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     Please call Julie H. Jones of Ropes & Gray LLP, counsel to the Company, at (617) 951-7294 as
soon as the registration statement has been declared effective.

[Remainder of Page Intentionally Left Blank]

Sincerely,

LPL INVESTMENT HOLDINGS INC.

    By:

    /s/ Stephanie L. Brown

Name: Stephanie L. Brown

    Title: Secretary and Vice-President

CORRESP
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corresp

November 15, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Sonia Gupta Barros

    Cc:

    Kristina Aberg

    Re:

    LPL Investment Holdings Inc.

Registration Statement on Form S-1 (File No. 333-167325)

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between
November 3, 2010 and the date hereof 12,814 copies of the Preliminary Prospectus dated November 3,
2010 were distributed as follows: 10,611 to 11 prospective underwriters; 2,074 to 2,074
institutional investors; 86 to 2 prospective dealers; 9 to 6 individuals; and 34 to 27 others.

We have been informed by the participating underwriters that they will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934.

We hereby join in the request of the registrant that the effectiveness of the above-captioned
Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on November 17, 2010
or as soon thereafter as practicable.

[remainder of this page intentionally left blank]

Very truly yours,

GOLDMAN, SACHS & CO.

MORGAN STANLEY & CO. INCORPORATED

As Representatives of the

Prospective Underwriters

    GOLDMAN, SACHS & CO.

    By:

    /s/ Goldman, Sachs & Co.

    (Goldman, Sachs & Co.)

    MORGAN STANLEY & CO. INCORPORATED

    By:

    /s/ Kenneth G. Pott

    Name:

    Kenneth G. Pott

    Title:

    Managing Director

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corresp

    ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

    November 11, 2010

    Julie H. Jones

T +1 617 951 7294

F +1 617 235 0433

julie.jones@ropesgray.com

VIA 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 November 10, 2010 from the Staff regarding the registration statement. 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.

Principal and Selling Stockholders, page 123

1. We note that many of the selling stockholders are your officers, directors or affiliates.
Please revise your disclosure in the section to clarify which of your selling stockholders are your
officers, directors or affiliates. See Item 507 of Regulation S-K which requires you to “indicate
the nature of any position, office, or other material relationship which the selling security
holder has had within the past three years with the registrant or any of its predecessors or
affiliates.”

Response to Comment 1:

     In response to the Staff’s comment, the Company will revise the disclosure in its principal
and selling stockholders table to identify its officers and directors separately from its other
stockholders. In addition, as discussed below in response to Comment 2, the Company will

Sonia Gupta Barros, Special Counsel

Kristina Aberg, Attorney-Adviser

Division of Corporation Finance

Securities and Exchange Commission

November 11, 2010

Page 2

disclose that many of the selling stockholders have affiliations with broker-dealers,
including LPL Financial.

2. Please disclose whether any of the selling stockholders is a broker-dealer or an affiliate of a
broker-dealer. If any of the selling stockholders are broker-dealers or affiliates of a
broker-dealer, disclose if any of the selling stockholders received these shares as underwriting
compensation. For affiliates of a broker-dealer, please tell us if the seller purchased in the
ordinary course of business; and at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or indirectly, with any person to distribute
the securities. Revise your disclosure accordingly. We may have additional comments.

Response to Comment 2:

     In response to the Staff’s comment, the Company will add specific disclosure in the selling
stockholder section of the prospectus regarding the broker-dealer affiliation of GS Mezzanine
Partners, an affiliate of Goldman, Sachs & Co, and clearly indicate the role of Goldman, Sachs &
Co. in the offering. In addition, the Company will disclose that many of the selling stockholders
have affiliations with broker-dealers, including LPL Financial, but did not receive the shares as
underwriting compensation or acquire the shares with any agreements or understandings, directly or
indirectly, with any person to distribute the shares.

     For the reasons described below, the Company does not view the broker-dealer associations of
any selling stockholders, other than GS Mezzanine Partners, as material or indicative of any
underwriting relationship and believes that none of the selling stockholders received securities as
underwriting compensation and that, at the time the securities were acquired, no stockholder had
any agreements or understandings, directly or indirectly, with any person to distribute the
securities.

     Substantially all of the selling stockholders with broker-dealer affiliations received their
shares as incentive equity grants as the Company’s employees or financial advisors. The incentive
equity grants issued to the Company’s employees and financial advisors were issued subject to
multi-year vesting terms and were subject to transfer restrictions through the terms of the
security as well as the terms of the Company’s Stockholder Agreement. Similarly, the two financial
institution warrant holders with broker-dealer affiliations hold warrants issued with multi-year
vesting terms and were issued subject to the transfer restrictions in the Company’s Stockholder
Agreement.

     There are only three other selling stockholders with broker-dealer affiliations. Of these,
two selling stockholders acquired shares in 2007 as transaction consideration in connection with
a business disposition to the Company. The other selling stockholder, the GS Mezzanine
Partners investment funds, acquired its shares in 2005 in connection with the transaction in which
investment funds affiliated with the Company’s majority holders acquired a majority of

Sonia Gupta Barros, Special Counsel

Kristina Aberg, Attorney-Adviser

Division of Corporation Finance

Securities and Exchange Commission

November 11, 2010

Page 3

the
Company’s capital stock. The shares issued to each of these selling stockholders were issued
subject to the multi-year transfer restrictions in the Company’s Stockholders Agreement.

Certain Relationships and Related Party Transactions, page 120

3. We note your disclosure regarding the loans you forgave to employees becoming executive officers
of the company. Please provide all the disclosure required by Item 404 of Regulation S-K with
respect to these loans.

Response to Comment 3:

     In response to the Staff’s comment, the Company will revise its disclosure with respect to the
forgiven loans as follows:

During the period since the beginning of our last fiscal year, we forgave loans in an
aggregate amount of $1.3 million, including principal and interest, to four of our employees
upon such employees becoming executive officers of the company, which has been recorded as
compensation and benefits expense within the consolidated statements of income. These
included outstanding loans (in each case inclusive of accrued interest) of approximately
$453,000 to Dan H. Arnold, Managing Director and Divisional President, Financial Institution
Services; approximately $301,000 to Christopher F. Feeney, Managing Director, Chief
Information Officer; approximately $255,000 to Mark R. Helliker, Managing Director,
Broker-Dealer Support Services; and approximately $252,000 to John J. McDermott, Managing
Director, Chief Enterprise Risk Officer.

Underwriting, page 137

4. Please expand your conflicts of interest disclosure to discuss any potential conflicts and risks
resulting from Goldman Sachs & Co. and its affiliates’ participation as selling stockholders in the
offering.

     Response to Comment 4:

     In response to the Staff’s comment, the Company will include the following disclosure in the
summary section of the prospectus and under the heading “Conflicts of Interest” in the underwriting
section of the prospectus:

     Certain of the underwriters or their affiliates hold equity interests in the company or
are lenders or have committed to lend under our senior secured credit facilities,

Sonia Gupta Barros, Special Counsel

Kristina Aberg, Attorney-Adviser

Division of Corporation Finance

Securities and Exchange Commission

November 11, 2010

Page 4

including Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and J.P. Morgan Securities LLC.

     If the underwriters exercise their option to purchase additional shares, we intend to
repay outstanding amounts under our senior secured credit facilities using the net proceeds
of this offering received by us and will pay such amounts to the underwriters or their
respective affiliates in proportion to their respective current commitments under the senior
secured credit facilities.

     Because certain affiliates of Goldman, Sachs & Co. are selling stockholders and will
receive, in the aggregate, more than 5% of the net proceeds of the offering, the offering is
made in compliance with Rule 2720 of the Conduct Rules of the NASD, as administered by
FINRA. Rule 2720 requires a “qualified independent underwriter” to participate in the
preparation of the registration statement and the prospectus, and exercise the usual
standards of due diligence with respect to such documents. Morgan Stanley & Co. Incorporated
has assumed the responsibilities of qualified independent underwriter
in this offering. To comply with Rule 2720, Goldman, Sachs & Co.
will not confirm sales to any account owner which it exercises
discretionary authority without the specific written approval of the
accountholder.

*     *     *     *     *

     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

November 10, 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.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed November 3, 2010
  File No. 333-167325

Dear Mr. Casady:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide 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.
 Principal and Selling Stockholders, page 123

 1. We note that many of the selling stockholders are your officers, direct ors or affiliates.
Please revise your disclosure in  the section to clarify whic h of your selling stockholders
are your officers, directors or affiliates.  See Item 507 of Regulation S-K which requires
you to “indicate the nature of any position, offi ce, or other material relationship which the
selling security holder has had w ithin the past three years with the registrant or any of its
predecessors or affiliates.”
2. Please disclose whether any of the selling stockholders is a broker-dealer or an affiliate of
a broker-dealer.  If any of the selling stoc kholders are broker-dealers or affiliates of a
broker-dealer, disclose if any of the selling stockholders received these shares as
underwriting compensation.  For affiliates of a broker-dealer, please te ll us if the seller
purchased in the ordinary course of busines s; and at the time of the purchase of the
securities to be resold the seller had no  agreements or understandings, directly or

Mr. Mark S. Casady LPL Investment Holdings Inc. November 10, 2010 Page 2

indirectly, with any person to distribute the securities.  Revise your disclosure
accordingly.  We may have additional comments.
 Certain Relationships and Relate d Party Transactions, page 120

 3. We note your disclosure regarding the loans you forgave to employees becoming
executive officers of the company.  Please pr ovide all the disclosure required by Item 404
of Regulation S-K with respect to these loans.
 Underwriting, page 137

4. Please expand your conflicts of interest disclo sure to discuss any potential conflicts and
risks resulting from Goldman Sachs & Co. a nd its affiliates’ participation as selling
stockholders in the offering.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Mark S. Casady LPL Investment Holdings Inc. November 10, 2010 Page 3

You may contact Howard Ef ron, Staff Accountant, at (202) 551-3439 or Kevin Woody,
Branch Chief, at (202) 551-3629 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Kristina Aberg, Attorney-Advisor, at (202) 551-
3404 or me at (202) 551-3655 with any other questions.
Sincerely,

Sonia Gupta Barros Special Counsel
 cc: Julie H. Jones, Esq.  Keith F. Higgins, Esq.  Ropes & Gray LLP

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September 7, 2010

VIA 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 August 31, 2010 from the Staff regarding the registration statement. 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.

Recent Developments, page 8

1. In an appropriate section of the prospectus, please describe the escrow and contingent payment
in greater detail, including a description of the “specified matters” for the escrow and the
maximum amount of the contingent payment. Please also include the acquisition agreement as an
exhibit to the registration statement or tell us why you believe you are not required to do so.

Response to Comment 1:

     In response to the Staff’s comments, the Company will revise the disclosure about the recent
acquisition of certain assets of National Retirement Partners, Inc. (“NRP”) as follows (revised
language in bold):

     Acquisition of National Retirement Partners

     On July 14, 2010, we announced a definitive agreement to
acquire certain assets from National Retirement Partners, Inc.
(“NRP”). NRP’s advisors offer products and services to retirement

plan sponsors and participants and comprehensive financial services
to high net worth individuals. Through this asset purchase, NRP’s
independent advisors will have the opportunity to join LPL
Financial. This transaction will further enhance our capabilities
and presence in group retirement plans, while providing benefits
for both NRP advisors who join LPL Financial as well as for our
existing advisors.

     The consideration for the transaction consists of a payment on
the closing date of $27.0 million, subject to a post-closing
purchase price adjustment secured by a $5.4 million escrow, and a
contingent payment to be made on the third anniversary of closing
of approximately 25%-30% of the amount by which the gross trailing
twelve-month commission and fee revenues relating to the business
exceed an agreed upon performance target. There is no cap on the
contingent payment amount, which is currently anticipated to be
substantially less than the closing date payment amount. Upon
completion of this transaction, certain NRP employees will join LPL
Financial. NRP has agreed to indemnify us for breaches of
representations and warranties and covenants, as well as
pre-closing actions or omissions. The transaction is expected to
close in the fourth quarter of 2010, subject to customary closing
conditions including regulatory approvals.

     The Company acknowledges the Staff’s comment regarding the acquisition agreement related to
the purchase of certain assets of NRP. The Company has concluded that it is not required to
include the acquisition agreement as an exhibit pursuant to Item 601 of Regulation S-K because the
acquisition is not material. In reaching this conclusion, the Company considered the following
factors, among other things:

    •

    Purchase price is a small percentage of the Company’s assets. The consideration
for the transaction consists of a payment on the closing date of $27.0 million,
with a potential contingent payment to be made on the third anniversary of closing.
The $27.0 million purchase price payment represents only 0.81% of the Company’s
total assets (as of June 30, 2010), and the contingent payment
is currently anticipated to be substantially less than the closing date payment
amount.

    •

    Acquired business does not meet the Regulation S-X significance criteria.
Assuming completion of the acquisition, the acquired NRP business will not be
“significant” pursuant to Rule 1-02(w) or Rule 3-05 of Regulation S-X because the
acquired business does not exceed 10% of any of the three significance criteria.

    •

    Insignificant ongoing obligations. There are no significant continuing
obligations of the Company after the purchase of the assets other than the
potential contingent payment, which is currently anticipated to be substantially
less than the closing date payment amount.

Principal and Selling Shareholders, page 124

2. Please disclose the total number of “Other selling shareholders” that will be included in the
Form 8-K referenced in footnote 14 to the table on page 125.

Response to Comment 2:

     The Company will revise the disclosure in the prospectus to include the total number of “Other
selling shareholders” that will be included in the Form 8-K referenced in footnote 14 to the table
on page 125.

*      *      *      *      *

     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

August 31, 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.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed August 10, 2010
  File No. 333-167325

Dear Mr. Casady:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide 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.
 Recent Developments, page 8

 1. In an appropriate section of the prospectus, please describe  the escrow and contingent
payment in greater detail, including a descri ption of the “specified matters” for the
escrow and the maximum amount of the contin gent payment.  Please also include the
acquisition agreement as an exhibit to th e registration statement or tell us why you
believe you are not required to do so.
 Principal and Selling Shareholders, page 124

 2. Please disclose the total number of “Other selling shareholders ” that will be included in
the Form 8-K referenced in f ootnote 14 to the table on page 125.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. August 31, 2010 Page 2

possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Howard Ef ron, Staff Accountant, at (202) 551-3439 or Kevin Woody,
Branch Chief, at (202) 551-3629 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Kristina Aberg, Attorney-Advisor, at (202) 551-
3404 or me at (202) 551-3655 with any other questions.
Sincerely,

Sonia Gupta Barros Special Counsel
 cc: Julie H. Jones, Esq.  Keith F. Higgins, Esq.  Ropes & Gray LLP

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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

-2-

    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

-3-

    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.

* * * * *

-4-

    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

-5-

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

July 30, 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.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed July 9, 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. We have reviewed your response to comment 1 from our letter dated July 2, 2010 and the
back-up materials provided to us.  Please prov ide us with the original source material for
the following statement that appears on page  83: “In the 2010 ranki ngs 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.”
Management’s Discussion and Analysis of Financ ial 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 comm ent 25 from our letter dated July 2, 2010.
Please reconcile the EBITDA Adjustments lin e item in your rec onciliation (i.e. $46,089

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 30, 2010 Page 2

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 purchas ed intangibles is treated within each
reconciliation.
 Quantitative and Qualitative Disclosu res 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.  Als o, please explain who is res ponsible for establishing and
monitoring compliance with thes e risk limits, and whether you exceeded risk limits at any
time during the fiscal year.
 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 regarding the “Other  Selling Stockholders.”  Plea se also disclose the number
of “Other Selling Stockholders” that w ill be included in the line item.
 Financial Statements

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

5. In an amended filing, please include the t yped signature of your 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 Serv ices operating segment and the Institution
Services operating segment have similar ec onomic characteristics.  Please provide us
with a more detailed analysis of the input s that you considered which enabled you to
reach the conclusion that these operating segm ents have similar economic characteristics
based upon the historical results of these segm ents.  In your response, please provide to
us the actual gross margin as a percentage  of net revenue resu lts for both of these
segments for the historical period you anal yzed in order to reach your conclusion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Mr. Mark S. Casady Chief Executive Officer and Chairman LPL Investment Holdings Inc. July 30, 2010 Page 3

possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Howard Ef ron, Staff Accountant, at (202) 551-3439 or Kevin Woody,
Branch Chief, at (202) 551-3629 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Kristina Aberg, Attorney-Advisor, at (202) 551-
3404 or me at (202) 551-3655 with any other questions.
Sincerely,

 Sonia Gupta Barros Special Counsel
 cc: Julie H. Jones, Esq.  Keith F. Higgins, Esq.

CORRESP
1
filename1.htm

corresp

    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

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

CORRESP
1
filename1.htm

corresp

    June 29, 2010

    Julie H. Jones

(617) 951-7294

julie.jones@ropesgray.com

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 30-10

Washington, D.C. 20549-3628

Attention: Kristina Aberg

    Re:        LPL Investment Holdings Inc. — Registration Statement on Form S-1 (File No.
333-167325).

Dear Ms. Aberg:

     On behalf of LPL Investment Holdings Inc. (the “Company”), we are writing to request the
concurrence of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and
Exchange Commission with the Company’s proposed presentation of information regarding selling
stockholders in its Registration Statement on Form S-1 (the “Form S-1”).

     For reasons described below, the Company is allowing a large number of stockholders to sell
their shares of the Company’s common stock to the underwriters in connection with the Company’s
proposed initial public offering. Though participation levels are currently unknown, this could
result in up to 1,500 selling stockholders. The pool of potential selling stockholders includes
employees, former employees, affiliated financial advisors, certain financial institutions and a
limited number of other stockholders. The Company has historically issued equity pursuant to equity
incentive plans and in connection with acquisitions. The largest group of potential selling
stockholders are affiliated financial advisors who hold restricted shares of the Company, which
were initially issued in the form of bonus credits and were registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, in 2007 when the number of holders of bonus credits exceeded 500.
The Company’s initial public offering will result in the vesting of the restricted shares, which in
turn will create substantial tax consequences for, and a possible need for liquidity by, these
holders.

     Pursuant to Item 507 of Regulation S-K, the Company is required to present, for each
stockholder selling shares of the Company’s common stock to the underwriters, the following

Securities and Exchange Commission

Page 2

 information: (i) name of each stockholder, (ii) nature of any position, office or other material
relationship which the selling stockholder has had within the past three years with the registrant
or any of its predecessors or affiliates, (iii) the amount of securities owned by such stockholder
prior to the offering, (iv) the amount to be offered for the stockholder’s account, and (v) the
amount and the percentage to be owned by such stockholder after completion of the offering.

     A strict application of Item 507 in the context of the Company’s proposed initial public
offering would result in the disclosure of this information for up to 1,500 selling stockholders.
This disclosure would be lengthy, distracting to investors and immaterial. Presentation of the
names and stock holdings for a number of these stockholders who individually own a nominal amount
of shares of the Company’s common stock would be of little value to investors. The Company believes
that inclusion of this level of detail in the Form S-1 would only detract focus from the more
material disclosure in the prospectus.

     The Staff has previously recognized the importance of materiality for purposes of Item 507
disclosure. In Question 240.01 of its Compliance & Disclosure Interpretations, the Staff agreed
that disclosure of selling stockholders may be made on a group basis, as opposed to an individual
basis, where the aggregate holding of the group is less than 1% of the class prior to the offering.
The Staff further provided that where the aggregate holding of a group is less than 1% of the class
but for a few major shareholders, the disclosure for the members of the group other than the major
shareholders also may be made on a group basis.

     Accordingly,
the Company requests that the Staff concur that the Company may apply the same principles of materiality to
the selling stockholder disclosure in the Form S-1. Specifically, the Company proposes that it be
able to identify, on an individual basis, only directors, executive officers and those selling
stockholders who hold more than 25,000 shares of the Company’s common stock, which amount
represents less than 0.03% of the Company’s outstanding shares. This threshold would result in the
identification of any selling stockholder with more than $1,000,000 of beneficial ownership of the
Company’s common stock, based on the high end of the preliminary
estimate of a price range previously provided to the Staff. As noted in our letter dated June 14, 2010,
the Company advises the Staff that any projection as to the
Company’s public market valuation would be inherently speculative and would be subject to
developments in the business as well as changes in market conditions and trading valuations of comparable
companies between the time of the discussions and the offering.

     The remaining
1,300 potential selling stockholders owning fewer than 25,000 shares (other than any of the
Company’s directors or executive officers) would be aggregated and disclosed in groups that
identify the selling stockholders in categories meaningful to investors and responsive to Item 507.
Specifically, these groups would identify stockholders by the nature of the material relationship
of such stockholders with the Company and comply with all other requirements of Item 507 with
respect to the shares held by each group. Proposed categories of these groupings would include
affiliated financial advisors, financial institutions, non-executive employees and former
employees.

     The Company believes that this grouping would provide potential investors with concise and
meaningful information with respect to the nature of the selling stockholders and their
relationship to the Company. Presenting this information on a disaggregated, name-by-name basis
would be confusing and distracting and require potential investors to sort through pages of
disclosure to determine any meaningful information, which would be contrary to the intent of Item
507 and general disclosure principles.

Securities and Exchange Commission

Page 3

     For the reasons articulated above, the Company respectfully requests that the Staff concur
with its position that it be able to present, on a group-by-group basis, the selling stockholder
information for all holders with fewer than 25,000 shares (other than any of the Company’s
directors and executive officers).

     We would welcome the opportunity to discuss this further. If you have any questions or
comments with regard to the foregoing, please do not hesitate to call me at (617) 951-7294.

Very truly yours,

/s/ Julie H. Jones

Julie H. Jones

    cc:

    Stephanie Brown

LPL Investment Holdings Inc.

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

       DIVISION OF
CORPORATION FINANCE

     July 16, 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.
 Amendment No. 1 to Registration Statement on Form 10
 Filed on:  July 10, 2007
 File No.: 0-5260

Dear Mr. Casady:

 We have reviewed your filing and have  the following additional comments.
Where indicated, we think you should revise  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.  Pl ease be as detailed 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.  After 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.

Selected Financial and Other Data, page 33

1. We note your response to our prior comment 6.  Please refer to the second paragraph of Instruction 2 to Item 301 of Regulation S-K, which contemplates that historical data may not be comparab le from period to period or may not be
indicative of future results.  As indica ted in this Instruc tion, such variability
should be addressed by narrative explanation to put the hist orical data into context

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
July 16, 2007 Page 2
for your readers, but the historical data should still be disclosed.  Please revise to disclose dividends declared per sh are for all applicable periods.

Management’s Discussion and Analysis
EBITDA, page 36

2. We note your response to our prior comment 9 and the related revisions to your filing.  We have the following additional comments:

• We note that you have revised the it ems included in your calculation of
“EBITDA.”  However, the measure you refer to as EBITDA continues to
exclude items in addition to what its acronym suggests.  In this regard, as
indicated in our response to Questio n 14 of our Non-GAAP FAQ, “earnings”
is intended to mean net income as presented in the statement of operations under GAAP.  Additionally, interest expens e should be total interest expense
as presented in the statement of operations under GAAP.  Measures that are
calculated differently should not be characterized as EBITDA, and instead
should use a different title to clearly identify the earnings measure being used and all adjustments.  Please revise the title of your m easure accordingly.
• We note your disclosure that management uses the measure you refer to as
EBITDA to measure operating performance.   Please revise to provide a more
detailed description of the circumstances  under which this measure is used, as
we note that this is not your segmental measure of profit or loss.  For example,
if this measure is used to calculate  management’s performance bonuses, you
should disclose that.
• We note your disclosure that the meas ure you refer to as EBITDA is also a
component of one of your debt covenants.   If you believe th at the related debt
agreement is a material agreement, that the covenant is a material term of the
debt agreement, and that information a bout this covenant is material to an
investor’s understandin g of your company’s financial condition and/or
liquidity, you should revise to provide all disclosures indicated by the response to Question 10 of our N on-GAAP FAQ, and you also should
disclose the actual debt covenant measur e (i.e. consolidated leverage ratio)
rather than merely one component of that measure.  Alternatively, you should
remove your discussion of debt covena nts from your disc losures about the
measure you refer to as EBITDA.

Operating Results for the Year Ended December 31, 2006…, page 47

3. We note your response to our prior comment 11.  Your disclosure at the bottom of
page 47 states that the Transaction resulted in an additional $21 million in compensation expense in 2005.  Your disclosure under Compensation and

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
July 16, 2007 Page 3
benefits expense on page 49 also app ears to indicate that you incurred
approximately $21 million in compensa tion expense in 2005 related to the
Transaction, and the lack of a similar expense in 2006 accounts for the decrease in
stock compensation expense from 2005 to  2006.  However, your disclosure under
Compensation and benefits expense at the top of page 52 indicates that 2005 stock
compensation expense incurred in connec tion with the Transaction was only $6
million.  Please help us to understand why the compensation expense incurred in 2005 related to the Transaction appears to vary in your disclosures, and revise
your disclosures as necessary to clarify this matter.

Item 4.  Security Ownership by Certain Be neficial Owners and Management, page 59
4. In connection with prio r comment 19, please identif y the individual(s) who
exercise sole or shared voting and invest ment power over the sh ares listed in the
table for Hellman & Friedman Investment Funds.

Other Arrangements, page 78
5. Clarify your statement that some or all the loans outstanding to employees may be
forgiven based on the passage of time.

Item 10.  Recent Sales of Unregistered Securities, page 80
6. Please tell us supplementally why you do not disclose any recent sales of bonus
credits.

Financial Statements for the Year Ended December 31, 2006
Note 18 – Employee Benefit Plans, page F-34
7. We note your response to our prior co mment 41.  Please revise either your
accounting policy footnote or this footnot e to briefly disclose your accounting
policy for the bonus credits.

 Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Exch ange of 1934 and that they have provided

Mr. Mark S. Casady
LPL Investment Holdings, Inc.
July 16, 2007 Page 4
all information investors require for an in formed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 You may contact Jennife r Thompson, Accountant at (202) 551-3737 or John
Cash, Accounting Branch Chief at (202) 551- 3768 if you have questions regarding the
comments on the financial statements and related matters.  Please contact Dorine H. Miller, Financial Analyst at (202) 551-3711 or, in her absenc e, contact me at (202) 551-
3766 with any other comments.

       S i n c e r e l y ,

       Pamela A. Long
       A s s i s t a n t  D i r e c t o r

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