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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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One Beacon Street
Boston, MA 02108-3106
April 28, 2010

Dear Stockholders:

        On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2010 Annual Meeting of Stockholders of LPL Investment Holdings Inc. The meeting will be held on Wednesday, June 9, 2010, at 10:00 a.m., Eastern Standard Time at the offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts. Holders of record of our common stock as of April 26, 2010 are entitled to notice of and to vote at the 2010 Annual Meeting.

        The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting.

        We are pleased to be furnishing these materials to our stockholders via the Internet. We believe this approach will allow us to provide you with the information you need while expediting your receipt of these materials, lowering our costs of delivery, and reducing the environmental impact of our annual meeting. If you would like us to send you printed copies of our proxy statement and accompanying materials, we will be happy to do so at no charge upon your request. For more information, please refer to the Notice of Internet Availability of Proxy Materials that we mailed to you on or about April 28, 2010.

        You are welcome to attend the meeting. However, even if you plan to attend, please vote your shares promptly to ensure they are represented at the meeting. You may submit your proxy by Internet or telephone, as described in the following materials, or if you request printed copies of these materials, by completing and signing the proxy card enclosed therein and returning it in the envelope provided. If you decide to attend the meeting and wish to change your proxy, you may do so automatically by voting in person at the meeting.

        Thank you for your continued support of LPL Investment Holdings Inc.

		Sincerely,
		Mark S. Casady Chairman and Chief Executive Officer

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LPL INVESTMENT HOLDINGS INC.
One Beacon Street
Boston, Massachusetts 02108
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

        Notice is hereby given that the Annual Meeting of Stockholders of LPL Investment Holdings Inc. will be held on Wednesday, June 9, 2010, at 10:00 a.m., Eastern Standard Time, at the offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110.

        The purpose of the meeting is to:

1.

Elect nine directors to the Board of Directors of LPL Investment Holdings Inc.,



2.

Ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm,



3.

Approve the LPL Investment Holdings Inc. and Affiliates Corporate Executive Bonus Plan, and



4.

Consider and act upon any other business properly coming before the Annual Meeting and at any adjournment or postponement thereof.

        Only stockholders of record at the close of business on April 26, 2010, will be entitled to vote at this annual meeting or any adjournment thereof. Information relating to the matters to be considered and voted on at the annual meeting is set forth in the Proxy Statement accompanying this Notice.

        YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SUBMIT YOUR PROXY BY FOLLOWING THE INSTRUCTIONS SET FORTH IN THE FOLLOWING MATERIALS. YOU MAY VOTE YOUR SHARES AND SUBMIT A PROXY BY USING THE INTERNET OR TELEPHONE AS DESCRIBED HEREIN OR ON YOUR PROXY CARD.

		By Order of the Board of Directors,
		Stephanie L. Brown Secretary
Boston, Massachusetts April 28, 2010

        IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2010:

        THIS PROXY STATEMENT AND LPL INVESTMENT HOLDINGS INC.'S 2009 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WWW.LPL.COM. ADDITIONALLY, AND IN ACCORDANCE WITH SEC RULES, YOU MAY ACCESS THESE MATERIALS ON THE WEBSITE INDICATED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU HAVE RECEIVED FROM BNY MELLON SHAREOWNER SERVICES.

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LPL INVESTMENT HOLDINGS INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Introduction

        This proxy statement and the accompanying Notice of Annual Meeting of Stockholders are being furnished to the holders of common stock, $0.001 par value ("Common Stock"), of LPL Investment Holdings Inc., a Delaware corporation (the "Company") in connection with the solicitation of proxies on behalf of our Board of Directors for use at the 2010 Annual Meeting of Stockholders (the "Annual Meeting") and any adjournment thereof. The Annual Meeting will be held on Wednesday, June 9, 2010 at the offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110 at 10:00 a.m., Eastern Standard Time.

        On or about April 28, 2010, a Notice of Internet Availability of Proxy Materials (the "Notice") was mailed to stockholders of record at the close of business on April 26, 2010 (the "record date"). We are furnishing our proxy materials to our stockholders on the Internet in lieu of mailing a printed copy of our proxy materials to each stockholder of record. You will not receive a printed copy of our proxy materials unless you request one. The Notice instructs you as to how you may access and review on the Internet all of the important information contained in the proxy materials or request a printed copy of those materials. The Notice also instructs you as to how you may vote your proxy.

Record Date, Shares Outstanding, and Quorum

        On April 26, 2010, the record date for the Annual Meeting, there were 94,247,974.90 issued and outstanding shares of Common Stock. Only stockholders of record at the close of business on the record date will be entitled to vote at the meeting. The presence in person or by proxy of a majority of shares of Common Stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Each share of Common Stock is entitled to one vote.

Voting Proxies

        Shares of Common Stock represented by properly executed proxy cards received by the Company in time for the meeting will be voted in accordance with the instructions specified in the proxies. If you submit a proxy but do not indicate any voting instructions, your shares will be voted FOR the election as directors of the nominees named in this proxy statement, FOR the ratification of the selection for Deloitte & Touche LLP as our independent registered public accounting firm, and FOR the approval of the LPL Investment Holdings Inc. and Affiliates Corporate Executive Bonus Plan.

        Our management and Board of Directors know of no other matters to be brought before the meeting. If other matters are properly presented to the stockholders for action at the meeting or any adjournments or postponements thereof, it is the intention of the proxy holders named in the proxy card to vote in their discretion on all matters on which the shares of Common Stock represented by such proxy are entitled to vote.

Revocation of Proxies

        If you submit a proxy, you are entitled to revoke your proxy at any time before it is exercised by attending the Annual Meeting and voting in person, by filing a duly executed proxy bearing a later date, or by sending written notice of revocation to our Corporate Secretary at LPL Investment Holdings Inc., One Beacon Street, Boston, MA 02108. Whether or not you plan to be present at the

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annual meeting, we encourage you to vote your proxy by telephone or via the Internet by following the instructions provided in this proxy statement or on the proxy card. If you request a printed copy of these materials, you may also provide your proxy by signing the proxy card enclosed therein and returning it in the envelope that will be provided with the printed materials.

Solicitation of Proxies

        The Board of Directors of LPL Investment Holdings Inc. is soliciting proxies.    We have hired BNY Mellon Shareholder Services to assist in the solicitation of proxies at a cost of approximately $15,000 plus out-of-pocket expenses. We will bear the entire cost of proxy solicitation. Stockholders who elect to vote over the Internet may incur costs such as telecommunication and Internet access charges for which the stockholder is solely responsible. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Standard Time on June 8, 2010.

Access to Corporate Documents

        Stockholders may receive a copy of our 2009 Annual Report on Form 10-K or copies of our Audit Committee charter, Compensation and Human Resources Committee Charter, and Code of Ethics, free of charge, by writing to us at the following address:

LPL Investment Holdings Inc.
One Beacon Street
Boston, MA 02108

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PROPOSAL 1: ELECTION OF DIRECTORS

        Our Board of Directors presently consists of eight independent directors and one affiliated director. All of the present members of the Board of Directors have been proposed for re-election.

        The nine directors to be elected are to hold office until the Annual Meeting of Stockholders in 2011 and until their respective successors shall have been elected.

        Nominations to our Board of Directors are governed by our bylaws and our Stockholders Agreement, dated December 28, 2005, as amended ("Stockholders Agreement"), by and among the Company, LPL Holdings, Inc., Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman & Friedman Capital Associates V, L.P., TPG Partners IV, L.P. and the other individual holders party thereto. Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P. and Hellman & Friedman Capital Associates V, L.P. shall together be referred to as "H&F." TPG Partners IV, L.P. shall be referred to as "TPG."

        The Stockholders Agreement provides that so long as certain ownership thresholds have been met, our stockholders who are party to the Stockholders Agreement shall vote to cause the Board of Directors to consist at least of (i) two individuals designated by H&F, (ii) two individuals designated by TPG, (iii) Mark S. Casady, so long as Mr. Casady is chief executive officer of the Company, and (iv) one independent director designated by H&F and TPG, after consultation with Mr. Casady. We currently have three Board seats in addition to those prescribed by the Stockholders Agreement.

        Each of the nominees has consented to serve if elected. If any nominee should be unable to serve or will not serve for any reason, the persons designated on the accompanying form of proxy will vote in accordance with their judgment, but in no event will proxies be voted for more than nine nominees for director. We know of no reason why the nominees would not be able to serve if elected.

        In accordance with our bylaws, the nominees for director receiving the highest number of votes cast in person or by proxy at the annual meeting (also referred to as a plurality of the votes cast) will be elected. If you mark your proxy to withhold your vote for a particular nominee on your proxy card, your vote will not count either "for" or "against" the nominee. Shares that abstain from voting as to this proposal will not be counted in the voting.

Director Qualifications and Experience

        We seek a Board that, as a whole, possesses the experiences, skills, backgrounds, and qualifications appropriate to function effectively in light of the Company's current and evolving business circumstances. The Board of Directors seeks directors with established records of significant accomplishment in business and areas relevant to our strategies. We seek individuals with integrity, independence of thought and judgment, energy, forthrightness, analytical skills, and a commitment to the Company and the interests of all stockholders. We believe that all of our director nominees share these characteristics.

        Although we do not have a separate policy regarding diversity, our goal is a balanced and diverse Board, with members whose skills, background and experience are complimentary and, together, cover the spectrum of areas that impact our business. The Board of Directors believes that the current composition of the Board reflects a group of highly talented individuals with diverse skills, background, professional and industry experience, and other personal qualities and attributes best suited to perform oversight responsibilities for the Company and its stockholders.

        The following pages contain biographical and other information about our director nominees. Following each nominee's biographical information is information concerning the particular experience, qualifications, attributes, and/or skills that led the Board of Directors to determine that each nominee should serve as a director.

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Mark S. Casady, Director and Chairman of the Board since 2005

        Mr. Casady, 49, is chairman of the board of directors and chief executive officer of LPL Investment Holdings Inc. He joined us in May 2002 as chief operating officer, became our president in April 2003, and became our chief executive officer, president and chairman in December 2005. Before joining the firm, Mr. Casady was managing director, mutual fund group for Deutsche Asset Management, Americas—formerly Scudder Investments. He joined Scudder in 1994 and held roles as managing director—Americas; head of global mutual fund group and head of defined contribution services. He was also a member of the Scudder, Stevens and Clark Board of Directors and Management Committee. He is former chairman and a current board member of the Insured Retirement Institute and serves on the Financial Industry Regulatory Authority board of governors. Mr. Casady received his B.S. from Indiana University and his M.B.A. from DePaul University.

        Mr. Casady's pertinent experience, qualifications, attributes and skills include his:

•

unique perspective and insights into our operations as our current chairman and chief executive officer, including knowledge of our business relationships, competitive and financial positioning, senior leadership, and strategic opportunities and challenges;



•

operating, business, and management experience as chief executive officer; and



•

expertise in the financial industry, underscored by his current role as a member of the board of governors of the Financial Industry Regulatory Authority and a member of the board of the Insured Retirement Institute.

Richard W. Boyce, Director since 2009

        Mr. Boyce, 56, is a partner at TPG, one of the largest global investment partnerships, owning 50 companies with over $125 billion in revenue. He founded and leads TPG's Operating Group, which drives performance improvement across all the TPG companies. In his first role with TPG, he served as the chief executive officer of J. Crew Group, Inc., from 1997-1999, and as a board member from 1997-2006. He became chairman of Burger King Corporation in 2002 and serves on that board today. Prior to joining TPG, Mr. Boyce was employed by PepsiCo. Inc. from 1992 to 1997, including as senior vice president of operations for Pepsi-Cola North America. He has previously served on the boards of directors of several other TPG companies, including Del Monte Foods, ON Semiconductor, and Gate Gourmet. Mr. Boyce received a B.S.E. from Princeton University and received his M.B.A from the Stanford Graduate School of Business.

        Mr. Boyce's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial, operating and management experience, gained through his roles as chief executive officer of J. Crew Group, Inc. and as chairman of the board of directors of Burger King Corporation;



•

high level of financial literacy gained through his investment experience as a partner at TPG; and



•

knowledge and experience gained through service on the board of public companies.

John J. Brennan, Director since 2010

        Mr. Brennan, 55, is chairman emeritus and senior advisor of The Vanguard Group, Inc. Mr. Brennan joined Vanguard in July 1982. He was elected president in 1989, served as chief executive officer from 1996 to 2008 and chairman of the board from 1998 to 2009. Mr. Brennan is chairman of the Financial Accounting Foundation; a governor of the Financial Industry Regulatory Authority; a director of the United Way of Southeastern Pennsylvania; a trustee of the University of Notre Dame

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and King Abdullah University of Science and Technology. He graduated from Dartmouth College and received his M.B.A. from the Harvard Business School. He has received honorary degrees from Curry College and Drexel University.

        Mr. Brennan's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial literacy and operating and management experience, gained through his roles as chief executive officer and as chairman of the board of directors of The Vanguard Group, Inc. and through his service with the Financial Accounting Foundation; and



•

expertise in the financial industry, underscored by his current role as a member of the board of governors of the Financial Industry Regulatory Authority.

James S. Putnam, Director and Vice Chairman of the Board since 2005

        Mr. Putnam, 56, has been chief executive officer of Global Portfolio Advisors ("GPA") since 2004. He has served on the board of directors of GPA since 1998, and has been director and vice chairman since December 2005. Prior to his tenure with GPA, Mr. Putnam was employed by LPL Financial beginning in 1983 where he held several positions, culminating in managing director of national sales, responsible for branch development, recruitment, retention, and management of LPL Financial advisors. He was also responsible for marketing and all product sales. Mr. Putnam began his securities career as a retail representative with Dean Witter Reynolds in 1979. Mr. Putnam holds a degree in from Western Illinois University.

        Mr. Putnam's pertinent experience, qualifications, attributes and skills include his:

•

unique current and historical perspective and insights into our operations as our current Vice Chairman and LPL Financial's former managing director of national sales;



•

operating, business, and management experience as a current chief executive officer; and



•

expertise in the financial industry and deep familiarity with our financial advisors.

Erik D. Ragatz, Director since 2009

        Mr. Ragatz, 37, is a managing director at Hellman & Friedman. His primary areas of focus are the energy/industrials, financial services, and healthcare industries. He is a director of Sheridan Holdings, Inc. and Goodman Global, Inc., where he serves as chairman of the board. Mr. Ragatz was formerly a Director of Texas Genco LLC. He was also active in Hellman & Friedman's investments in Arch Capital Group Ltd., Digitas, Inc., Gaztransport et Technigaz S.A.S., and Nasdaq Stock Market LLC. Prior to joining Hellman & Friedman in 2001, Mr. Ragatz was employed by Bain Capital in Boston and Sydney, Australia. Previously he worked as a management consultant for Bain & Company in San Francisco. Mr. Ragatz graduated from Stanford University where he was elected to Phi Beta Kappa. He earned an M.B.A. from the Stanford Graduate School of Business.

        Mr. Ragatz's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial literacy gained through his investment experience as a managing director at Hellman & Friedman LLC; and



•

experience on other company boards and board committees, including his role as chairman of the board at Goodman Global, Inc.

James S. Riepe, Director since 2008

        Mr. Riepe, 66, is a senior advisor and retired vice chairman of the board of directors of T. Rowe Price Group, Inc., where he worked for nearly 25 years. Previously, he served on the firm's

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management committee; oversaw the firm's mutual fund activities; and served as chairman of the T. Rowe Price Mutual Funds. He served as chairman of the board of governors of the Investment Company Institute and was a member of the board of governors of the National Association of Securities Dealers (now FINRA) and chaired its Investment Companies Committee. Mr. Riepe is a member of the board of directors of The NASDAQ OMX Group, Genworth Financial, UTI Asset Management Company of India, and the Baltimore Equitable Society. He also served as chairman of the board of trustees of the University of Pennsylvania from which he earned a B.S. and an M.B.A.

        Mr. Riepe's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial literacy and operating and management experience, gained through his executive management positions and role as chairman of the board of directors of T. Rowe Price Group, Inc.;



•

expertise in the financial industry, underscored by his 35 years of experience in investment management and his prior roles as a member of the board of governors of the Financial Industry Regulatory Authority and as chairman of the board of governors of the Investment Company Institute; and



•

knowledge and experience gained through service on the board of public companies.

Richard P. Schifter, Director since 2005

        Mr. Schifter, 57, Schifter has been a partner at TPG since 1994. Prior to joining TPG, Mr. Schifter was a partner at the law firm of Arnold & Porter in Washington, D.C., where he specialized in bankruptcy law and corporate restructuring. He joined Arnold & Porter in 1979 and was a partner from 1986 through 1994. Mr. Schifter currently serves on the boards of directors of Republic Airways, Bristol Group, Ariel Reinsurance Company Ltd., EverBank Financial Corp., and Youth, I.N.C. (Improving Non-profits for Children) and on the board of overseers of the University of Pennsylvania Law School. Mr. Schifter received a B.A. from George Washington University and graduated from the University of Pennsylvania Law School.

        Mr. Schifter's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial literacy gained through his investment experience as a partner at TPG;



•

experience on other company boards and board committees; and



•

nearly 15 years of experience as a corporate attorney with an internationally-recognized law firm.

Jeffrey E. Stiefler, Director since 2006

        Mr. Stiefler, 63, serves as a venture partner for Emergence Capital Partners, as chairman of Touch Commerce and Logic Source, and as a director of Verifone and Taleo. Previously, he was chairman, CEO, and president of Digital Insight from 2003 through 2007. From 1995 to 2003, Mr. Stiefler served as an advisor to two private equity firms, McCown DeLeeuw and Company and North Castle Partners. He also served as vice-chairman of Walker Digital Corporation and was a director of Education Lending Group. Prior to 1995, Mr. Stiefler was president and a director of American Express Company and president and CEO of IDS Financial Services Corporation (which became American Express Financial Advisors and then Ameriprise). Previously, he held leadership positions with Citicorp and Boise Cascade Corporation. Mr. Stiefler served as director or trustee of a number of philanthropic institutions, including The Salk Institute, Minnesota Business Partnership, Minneapolis Symphony, and Carlson School of Management. He received his B.A. from Williams College and M.B.A. from the Harvard Business School.

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        Mr. Stiefler's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial literacy and operating and management experience, gained through his roles as chief executive officer, advisor, and director of various corporations; and



•

expertise in the financial industry, underscored by his experience as president and director of American Express Company and president and chief executive officer of IDS Financial Services Corporation.

Allen R. Thorpe, Director since 2005

        Mr. Thorpe, 39, is a managing director of Hellman & Friedman and leads the firm's New York office. His primary areas of focus are financial services and healthcare. He is a director of Emdeon Business Services, Sheridan Holdings, Inc, and Mondrian Investment Partners Limited, and is a member of the advisory board of Grosvenor Capital Management Holdings, LLLP. He is also active in the firm's investment in Artisan Partners Limited Partnership. He was formerly a director of portfolio companies Gartmore Investment Management Limited, Mitchell International, Vertafore Inc., and Activant Solutions, Inc. Prior to joining the firm in 1999, Mr. Thorpe was a vice president with Pacific Equity Partners and a manager at Bain & Company. Mr. Thorpe graduated from Stanford University and earned an M.B.A. from the Harvard Business School where he was a Baker Scholar.

        Mr. Thorpe's pertinent experience, qualifications, attributes and skills include his:

•

high level of financial literacy gained through his investment experience as a managing director at Hellman & Friedman LLC; and



•

knowledge and experience gained through service on the boards of other companies including those in the financial services sector.

        In the vote on the election of the director nominees, stockholders may:

•

Vote FOR all nominees;



•

WITHHOLD votes for all nominees; or



•

WITHHOLD votes as to specific nominees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE ABOVE-NAMED NOMINEES AS DIRECTORS.

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INFORMATION REGARDING BOARD AND COMMITTEE STRUCTURE

        The Board of Directors is the ultimate decision making body of the Company except with respect to those matters reserved by law or the bylaws of the Company to the stockholders. The Board is responsible for selection of the chief executive officer, providing oversight responsibility and direction to management, and evaluating the performance of management on behalf of the stockholders.

        During 2009, the Board held five meetings, of which one was held by conference call. All directors attended at least 75% of the aggregate of (a) the total number of meetings of the Board during fiscal 2009 and (b) the total number of meetings held by all committees of the Board on which the director served during fiscal 2009.

Corporate Governance, Committee Charters, and Code of Ethics

        Our Board of Directors has adopted charters of each of the Board's committees as described below. We have adopted a Code of Ethics that applies to, among others, our principal executive officer, principal financial officer, and principal account officer or controller, or persons performing similar functions. Copies of our committee charters and our Code of Ethics are available, free of charge, by writing to us at the following address:

LPL Investment Holdings Inc.
One Beacon Street
Boston, MA 02108

Director Independence

        Except for Mr. Casady, who is currently employed by us, all of our directors are independent under the listing standards of the New York Stock Exchange.

Leadership Structure of the Board of Directors

        The Board does not have a fixed policy regarding the separation of the offices of chairman of the Board and chief executive officer and believes that it should maintain the flexibility to select the chairman of the Board and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders. At this time, the offices of the chairman of the Board and the chief executive officer are combined, with Mr. Casady serving as chairman and CEO. He has served in this role since December 2005. With 28 years of experience in the financial services industry, including eight years with us, Mr. Casady has the knowledge, expertise, and experience to understand the opportunities and challenges facing us, as well as the leadership and management skills to promote and execute our values and strategy, particularly during the current difficult economic environment. The Board believes that combining the Chairman and CEO positions is the right corporate governance structure for us at this time because it most effectively utilizes Mr. Casady's extensive experience and knowledge with respect to us and our industry.

        Each of the committees of our Board is chaired by an independent director. At the present time, our Board of Directors has not appointed a Lead Director.

        We do not have a specific policy regarding director attendance at our annual meeting of stockholders.

Board Committees

        The current standing Committees of the Board of Directors are the Audit Committee and the Compensation and Human Resources Committee (the "Compensation Committee").

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        The Audit Committee met five times during the fiscal year and is composed of the following members: John J. Brennan, Erik D. Ragatz, Richard P. Schifter and Jeffrey E. Stiefler. John J. Brennan serves as the Chairperson of the Audit Committee.

        Each member of our Audit Committee is independent under the listing standards of the New York Stock Exchange. None of the directors on our Audit Committee is or has been an employee of ours or any of our subsidiaries. None of our Audit Committee members simultaneously serves on the audit committees of more than three public companies. All members of our Audit Committee are able to read and understand fundamental financial statements, including the company's balance sheet, income statement and cash flow statement. We believe Mr. Brennan meets the requirements for being an "audit committee financial expert" as defined by SEC rules and expect our Board to make that determination shortly.

        The Audit Committee oversees:

•

the integrity of our financial statements;



•

our compliance with legal and regulatory requirements;



•

the independent auditor's qualifications and independence; and



•

the performance of our independent auditor and internal audit function.

        The Audit Committee has authority under its charter to obtain advice and assistance from outside legal counsel, accounting, or other outside advisors as deemed appropriate to perform its duties and responsibilities.

        The Compensation Committee met four times during the fiscal year and is composed of the following members: Richard W. Boyce, James S. Riepe, and Allen R. Thorpe. Allen R. Thorpe serves as the Chairperson of the Compensation Committee.

        The Compensation Committee:

•

oversees our efforts to attract, retain and motivate members of our senior management team in partnership with our Chief Executive Officer;



•

carries out the Board of Directors' overall responsibility relating to the determination of compensation for all executive officers;



•

oversees all other aspects of our compensation and human resource policies; and



•

oversees our management resources, succession planning and management development activities.

        The Compensation Committee has authority under its charter to access such internal and external resources, including retaining legal, financial, or other advisors, as the Compensation Committee deems necessary or appropriate to fulfill its responsibilities.

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee is or has been an officer or employee of ours or any of our subsidiaries. There were no Compensation Committee interlocks as defined under Securities and Exchange Commission rules during 2009.

Risk Oversight

        The Board of Directors considers oversight of our risk management efforts to be a responsibility of the entire Board. The Board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to us or to the success of a particular project or endeavor

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under consideration, including operational, financial, legal and regulatory, strategic, and reputational risks. The full Board (or the appropriate Committee, in the case of risks under the purview of a particular Committee) receives these reports from the appropriate members of management to enable the Board (or Committee) to understand our risk identification, risk management, and risk mitigation strategies.

        As a financial services company, our business is subject to a number of risks and uncertainties, which are described in detail in our Form 10-K for the year ended December 31, 2009. We have established a Risk Oversight Committee comprised of a group of senior executives of the Company to oversee the management of these risks. The Audit Committee and the Board as a whole receive regular reports from the Risk Oversight Committee, other members of management, and our independent auditors on prevailing material risks and the actions being taken to mitigate them. Our chief audit executive prepares annually a comprehensive risk-based audit plan and reviews that plan with the Audit Committee. This plan identifies the material business risks for us and our planned approach to assess the controls that exist to mitigate those risks.

Communicating with the Board of Directors

        Any stockholder who wishes to contact a member of our Board of Directors may do so by writing to the following address: Board of Directors, c/o Secretary, LPL Investment Holdings Inc., One Beacon Street, Boston, MA 02108. Communications will be distributed to the chairman of the Board or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received.

BOARD OF DIRECTOR COMPENSATION

        In February 2010, our Board approved revisions to our non-affiliated director compensation policy. Non-affiliated directors receive a $50,000 annual retainer, a $1,500 attendance fee for each regular meeting, and a $750 attendance fee for each committee meeting. The Audit Committee Chairperson receives an additional $15,000 as part of his annual retainer while the Compensation Committee Chairperson receive an additional $10,000 as part of his annual retainer. Each other Audit Committee and Compensation Committee member receives an additional $3,000 as part of his annual retainer.

        Mr. Casady, Mr. Putnam, and the directors affiliated with our private equity owners do not receive any additional compensation for service as directors. In the past, grants of stock options have supplemented the compensation paid to our non-affiliated directors. In March 2010, we adopted a Restricted Stock Plan for our non-affiliated directors. Each non-affiliated director will receive an annual grant of restricted shares of Common Stock valued at $100,000, with vesting to occur on the second anniversary of the grant date. These grants of equity serve to further align our directors' interests with the interests of our stockholders.

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        The following table sets forth the compensation each of the non-affiliated directors received from us for service on the Board for the fiscal year ended December 31, 2009.

        In addition to the payments disclosed in the table above, our directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by regulation of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms or written representations from certain reporting persons received by us with respect to fiscal 2009, we believe that our officers and directors and persons who own more than 10% of a registered class of our equity securities have complied with all applicable filing requirements.

REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS

        The following independent directors, who constitute the Compensation Committee, have reviewed the following Compensation Discussion and Analysis with our management and recommended that it be included in this proxy statement.

11

Table of Contents

(1)

Includes the dollar value of base salary earned by executive officer

(2)

Includes the dollar value of bonus earned by executive officer

(3)

These amounts are the grant date fair value of the stock options as represented by the total compensation expense that will be recognized for these awards. We use the Black-Scholes option pricing model to estimate our compensation cost for stock option awards.

(4)

Includes $9,956 relating to automobile lease payments and related expenses and $781 in securities commissions

(5)

Includes $9,815 relating to automobile lease payments and related expenses and $892 in securities commissions

(6)

Includes $5,051 relating to automobile lease payments and related expenses and $6,387 in securities commissions

(7)

Includes $156,548 of taxable relocation expenses and $1,021 relating to automobile lease payments and related expenses

(8)

Includes $26,891 of taxable relocation expenses and $345 relating to automobile lease payments and related expenses

(9)

Includes $3,951 relating to automobile lease payments and related expenses, $113 in securities commissions and $5,621 for medical taxable fringe benefits

(10)

Includes $3,136 relating to automobile lease payments and related expenses, $2,620 for medical taxable fringe benefits and $156 in securities commissions

(11)

Includes $2,954 relating to automobile lease payments and related expenses and $183 in securities commissions

(12)

Includes $10,242 relating to automobile lease payments and related expenses and $431 in securities commissions

(13)

Includes $10,242 relating to automobile lease payments and related expenses and $671 in securities commissions

(14)

Includes $10,242 relating to automobile lease payments and related expenses, $100,000 for relocation payment and $575 in securities commissions

(15)

Ms. Brown was not a named executive officer in 2008 or 2007. Her compensation is therefore only disclosed for the year ended December 31, 2009.

(1)

This represents the number of stock options awarded. With the exception of one of Mr. Moore's grants, these awards are scheduled to vest over a five year period in five equal tranches with the first tranche vesting on the first anniversary of the grant date. Mr. Moore's option award granted June 12, 2009 is scheduled to vest completely on the third anniversary of the grant date.

(2)

These amounts are the grant date fair value of the stock options as represented by the total compensation expense that will be recognized for these awards. We use the Black-Scholes option pricing model to estimate our compensation cost for stock option awards. The assumptions used in the Black-Scholes model for grants made on June 12, 2009 were: (i) an expected life of 6.5 years for each option; (ii) dividend yield of 0.0%; (iii) expected stock price volatility of 45.57%; and (iv) a risk-free rate of return of 3.14%. The assumptions used in the Black-Scholes model for grants made on September 14, 2009 were: (i) an expected life of 6.5 years for each option; (ii) dividend yield of 0.0%; (iii) expected stock price volatility of 51.62%; and (iv) a risk-free rate of return of 2.69%.

(1)

Amount is based on a value of $23.41 per share, which we believe is the fair market value based on our valuation as of December 31, 2009.

(1)

Represents payment under employment agreements of a severance multiplier of 1.5 times the executive officer's base salary and target bonus for the year of termination

(2)

Represents payment under employment agreements of target bonus for the year of termination

(3)

Represents exercise by executive of all vested stock options upon termination without cause or for good reason or in case of termination for death or disability and of all vested and unvested stock options upon change-in-control. See "—Stock Options." Amounts are based on a value of $23.41 per share, which we believe is the fair market value as of December 31, 2009

(4)

Represents lump sum payment under employment agreements equal to the costs of COBRA coverage for the executive officer and his or her family for a one-year period

(5)

Mr. Moore does not have an employment agreement, but was guaranteed a bonus for 2009 pursuant to his offer letter, as amended

(6)

If the executive's employment with us is terminated without cause or for good reason in connection with a change-in-control, he or she would also be eligible for the payments under the column titled "Without Cause or For Good Reason."

(1)

Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P. and Hellman & Friedman Capital Associates V, LLC beneficially own 34,210,185.10 shares of our common stock. The address for each of these funds is c/o Hellman & Friedman LLC, One Maritime Plaza, 12^th Fl., San Francisco, CA 94111. Hellman & Friedman Investors V, LLC is the sole general partner of Hellman & Friedman Capital Partners V, L.P. and Hellman & Friedman Capital Partners V (Parallel), L.P. Hellman & Friedman LLC is the sole managing member of each of Hellman & Friedman Investors V, L.P. and Hellman & Friedman Capital Associates V, L.P. The shares of the Company are owned of record by Hellman & Friedman Capital Partners V, L.P., which owns 30,077,594.70 shares, Hellman & Friedman Capital Partners V (Parallel), L.P., which owns 4,115,485.30 shares, and Hellman & Friedman Capital Associates V, LLC, which owns 17,105.10 shares. An investment committee of Hellman & Friedman LLC, acting by majority vote, has sole voting and dispositive control over the shares of the Company. The investment committee is comprised of F. Warren Hellman, Brian M. Powers, Philip U. Hammarskjold, Patrick J. Healy and Thomas F. Steyer; provided, however, that Mr. Steyer has no authority or voting rights with respect to investment committee decisions relating to the Company. Messrs. Ragatz and Thorpe serve as Managing Directors of Hellman & Friedman LLC, but neither of them serves on the investment committee. Each of the members of the investment committee, as well as Messrs. Ragatz and Thorpe, disclaim beneficial ownership of the shares in the Company, except to the extent of their respective pecuniary interest therein.

(2)

The address for TPG Partners IV, L.P. ("TPG Partners IV"), Richard W, Boyce and Richard P. Schifter is c/o TPG, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. TPG Advisors IV, Inc. ("Advisors IV") is the general partner of TPG GenPar IV, L.P. which is the general partner of TPG Partners IV. David Bonderman and James G. Coulter are the sole shareholders of Advisors IV and therefore are the beneficial owners of the shares owned by TPG Partners IV, possessing sole voting and dispositive power with respect to such shares.

(3)

For purposes of this table, a person or group is deemed to have "beneficial ownership" of any shares as of a given date which such person has voting power, investment power, or has the right

to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person. Except as otherwise noted, each beneficial owner of more than five percent of any of our common stock, and each director and executive officer has sole voting and investment power over the shares reported.

(1)

Audit Fees. These fees include services performed by Deloitte & Touche LLP in connection with the audit of our annual financial statements included in our annual filing on Form 10-K; the review of our interim financial statements as included in our quarterly reports on Form 10-Q; and services that are normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements. The 2008 column includes amounts billed in 2009 related to 2008 audit fees.

(2)

Audit-Related Fees. These fees are for services provided by Deloitte & Touche LLP such as accounting consultations, plan audits and any other audit and attestation services not required by applicable law.

(3)

Tax Fees. These fees include all services performed by Deloitte & Touche LLP for non-audit related tax advice, planning and compliance services.

(4)

All Other Fees. These fees include fees for certain miscellaneous projects.