SEC Division of Corporation Finance no-action letter: LPL Financial LLC

January 17, 2025
Matthew Beville, Esq.
WilmerHale
2100 Pennsylvania Ave. NW
Washington, DC 20037
Re: LPL Financial LLC
Waiver of disqualification pursuant to Rule 506(d)(2)(ii) of Regulation D Dear Matthew Beville:
This is in response to your letter dated January 16, 2025 (“Waiver Letter”), written on behalf of LPL Financial LLC (“LPL”) and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933. In the Waiver Letter, LPL requests relief from any disqualification that will arise as to LPL under Rule 506 of Regulation D under the Securities Act as a result of entry of the Commission’s order on January 17, 2025, against LPL pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940 (the “Order”). Based on the facts and representations in the Waiver Letter and assuming that LPL complies with the Order, we have determined that LPL has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny it reliance on Rule 506 of Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter is hereby granted on the condition that LPL complies with the terms of the Order. Any different facts from those represented or LPL’s failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ M. Hughes Bates M. Hughes Bates Chief, Office of Enforcement Liaison Division of Corporation Finance