X0304 TA-1/A LIVE 3.2.0 0001007444 084-05637 SEC LPL Financial LLC LPL Financial Corporation 008698 9785 Towne Centre Drive San Diego CA CALIFORNIA 92121 false 858-450-9606 false false false false Corporation Stephanie Leigh Brown 2004-03-01 General Counsel, Managing Director NA true Mark Stephen Casady 2005-12-01 CEO, Chairman of the Board NA true Esther Marion Stearns 2007-03-01 Chief Operating Officer, President NA true 2012-05-01 William Edward Dwyer III 2004-01-01 Managing Director NA true LPL Holdings, Inc. 1989-04-01 Parent Company E true Dan Hogan Arnold Jr 2007-08-01 Managing Director NA true George Burton White 2007-11-01 Managing Director - CIO NA true Denise Abood 2008-01-01 Managing Director NA true 2012-06-30 Jonathan Eaton 2008-01-01 Managing Director NA true 2012-06-30 Christopher F. Feeney 2008-01-28 Chief Information Officer NA true Mark Helliker 2008-08-04 Managing Director NA true Robert J. Moore 2008-09-02 Managing Director - CFO/President NA true Kathy Vannoy-Pineda 2009-05-21 CCO - Brokerage NA true John J. McDermott Jr. 2009-07-27 Managing Dir, Chief Enterprise Risk Ofcr NA true Abdiel Alan Valenzuela 2009-05-21 VP, CCO - Advisory NA true 2011-05-01 Derek Bruton 2010-03-01 Managing Director NA true Becky Shulman 2011-06-06 Managing Director, Deputy CFO NA false 2011-11-21 Paul Middlemiss 2011-05-01 EVP, CCO - Advisory NA false Joan Khoury 2012-02-27 Managing Director - Chief Mrktg Officer NA true Andy Kalbaugh 2007-07-23 Managing Director - Institutional Svcs. NA true Sallie Larsen 2012-05-01 Managing Director - Chief HC Officer NA true true LPL Financial Holdings, Inc. Principal Stockholder of LPL Holdings, Inc. Hellman & Friedman Capital Partners V, L.P. Stockholder of LPL Investment Holdings, Inc. Hellman & Friedman Investors V, LLC General Partner of Hellman & Friedman Capital Partners V, L.P. TPG Partners IV, L.P. Stockholder of LPL Investment Holdings, Inc. TPG Advisors IV, Inc. General Partner of TPG Genpar IV, L.P. TPG Genpar IV, L.P. General Partner of TPG Partners IV, L.P. David Bonderman Stockholder of TPG Advisors IV, Inc. James G. Coulter Stockholder of TPG Advisors IV, Inc. false false false false false true IFMG Securities, Inc. (IFMG) File No. 3-12365 2006-07-13 Securities and Exchange Commission Allegations that IFMG failed to disclose revenue sharing practices in violation of Sec. 17(A)(2) of the Securities Act and Rule 10b-10 of the Exchange Act. The order instituted cease and desist proceedings and resulted in a fine $1,000,000 and disgorgement of $2,827,408. true Linsco/Private Ledger Corp. (now know as LPL Financial Corporation)(LPL) SEC Administrative Proceeding Rel. Nos. 33-8371 and 34-49232 2004-02-12 Securities and Exchange Commission Action involved allegations related to application of mutual breakpoints for eligible customers on purchases of front-end load mutual funds. The SEC issued and Order against LPL that resulted in a censure, monetary fine, disgorgement/restitution and cease and desist/injunction. LPL Financial Corporation SEC Administrative Proceeding No. 34-58515 2008-09-11 Securities and Exchange Commission Proceeding involved allegations of violations of the safeguards rules of Regulation S-P. The SEC issued an Order against LPL that resulted in a censure, monetary fine, remedial undertakings by LPL, and cease and desist/injunction. false true LPL SEC Administrative Proceeding Rel. Nos. 33-8371 and 34-49232 2004-02-12 Securities and Exchange Commission Action involved allegations related to application of mutual breakpoints for eligible customers on purchases of front-end load mutual funds. The SEC issued an Order against LPL that resulted in a censure, monetary fine, disgorgement/restitution and cease and desist/injunction. false true UVEST Financial Services Group, Inc. (UVEST) Consent Order 1999-10-12 State of Maryland Division of Securities The matter related to allegations that a UVEST representative had effected securities transactions in the state of Maryland after registration was terminated. Consent Order resulted in a fine of $500 UVEST Settlement 1996-06-17 New Jersey Bureau of Securities The matter related to allegations that UVEST effected unregistered transactions in the state of New Jersey. UVEST was cautioned and penalized $5,000. LINSCO Financial Group, Inc. (LFG), Todd A. Robinson, Raymond Lazcano Case No. E-86-42 1986-08-12 Massachusetts Securities Division The matter involved allegations that LFG employed an agent (Raymond J. Lazcano) who engaged in one securities transaction while not registered in violation of Mass law. In 1/1987, Findings and a Final Order were entered in which Lazcano consented to the alleged violation of the Mass law. Private Ledger Financial Services, Inc. (PLFS) Michigan Case No. 82-66-S 1984-05-20 Michigan Corporations and Securities Bureau The matter involved a client that was sold various securities by two PLFS agents who were not at the time of sale registered in Michigan, a violation of Michigan Securities Act PLFS was censured and ordered to pay restitution of $11,163.00 to a Michigan client. Private Ledger Financial Services, Inc. (PLFS) State of Georgia Case No. 50-86-952(a). 1986-05-14 State of Georgia The matter involved allegations that PLFS offered for sale and sold securities which were not effectively registered nor exempt from registration. PLFS reimbursed the Commissioner in the amount of $1,000 and agreed to cease and desist without admitting or denying any of the findings of fact or conclusions of Law. Philip C. Benedict, a representative of PLFS State of Georgia Case No. 50-86-9529 (b) 1985-05-05 State of Georgia The matter involved allegations that Benedict sold securities which were not effectively registered nor exempt from registration. Benedict reimbursed the Commissioner in the amount of $500 and agreed to cease and desist without admitting or denying any of the findings of fact or conclusions of Law. LPL Case No. 9501-04LC 1996-10-09 Pennsylvania Securities Commission The matter involved conduct of an agent formerly licensed with LPL and one of its predecessor firms, Private Ledger Financial Services (PLFS). LPL Consented to an order requiring it to engage and independent consultant to review its existing compliance policies & procedures, pay costs of $19,304.94, and comply with PA LPL Consent Order 1998-12-01 Kansas Securities Corporation The proceeding was based on the conduct of a representative formerly licensed with LPL and one of its predecessor firms, PLFS LPL agreed to review procedures and make modifications that LPL determines to be reasonable & not overly burdensome & offer restitution to certain customers of LPLs LPL Order 2006-06-28 State of Texas Involved allegations that LPL failed to timely update its form BD to reflect the use of other business names in connection w/securities activity by certain LPL Branch offices in TX The order resulted in a reprimand and a fine in the amount of $10,000 UVEST Consent Order 2005-12-15 State of Florida Office of Financial Regulation Matter arose from allegations that UVEST operated six branch offices without properly registering them with the Office of Financial Regulations The order resulted in a fine of $30,000 UVEST Consent Order 2004-10-07 State of Florida Office of Financial Regulation Matter arose from allegations that UVEST operated twelve branch offices without properly registering them with the Office of Financial Regulations The order resulted in a fine of $29,000 Waterstone Financial Group, Inc. (WFG) Docket/Case Number: 8900773 1989-12-28 Illinois Department of Securities Allegations involved sales of securities by unregistered representative. The matter resulted in a stipulation and consent, which involved a censure and fine of $500 WFG Docket/Case Number: 8900773 1989-12-28 Illinois Department of Securities Allegations were that Long Grove Trading Company sold securities through unregistered salesperson. The matter resulted in a censure and fine in the amount of $500. Mutual Service Corporation (MSC) Cease and Desist Order 1999-02-01 State of Minnesota Allegations involved violation of Minnesota statutes for failure to license and supervise an agent in its capacity as a broker/dealer. The matter resulted in a cease and desist order and fine of $1,500.00 MSC 2655-S-5/00 2000-06-02 State of FL, Dept of Banking and Finance, Div of Securities Allegations involved operating a branch location within the state of FL without the benefit of proper registration. The matter resulted in a cease and desist and fine of $5,000. LPL 2007-03-01 2007-11-20 State of Pennsylvania Allegations that at certain times between 1998 and 2006, LPL failed to maintain or enforce procedures reasonably designed to supervise one or more of its agents in PA. The matter resulted in a $200,000 administrative assessment and $30,000 for investigative and legal costs. IFMG Docket No. 93-061-S 1993-11-29 State of VT, Dept. of Banking, Insurance and Securities Allegations that IFMG transacted business in VT prior to filing an application for branch office registration and submission of filing fee. Consent order resulted in a fine of $3000 and $500 for costs and agreement to comply with the VT Securities Act and regulations and to reasonably supervise its agents. LPL Financial Corporation (LPL) Case No. SEC-2009-46 2009-10-26 Montana Office of the State Auditor, Commissioner of Securities and Insurance Allegations that LPL failed to reasonably supervise a registered representative. Consent order resulted in LPL agreeing to pay restitution of $1,144,416.51 and a fine to the State of MT of $150,000. LPL Financial Corporation (LPL) SEU-2007-73 2009-08-18 State of Hawaii Allegation of failure to disclose to clients material information in connection with the offer, sale or purchase of securities. Consent agreement resulted in an administrative penalty of $10,000.00 LPL Financial Corporation 2010-AH-012 2009-12-08 Kentucky Division of Securities Allegation that LPL paid advisory compensation to an agent who was not qualified and was not registered as an investment advisor representative. $4000 fine. LPL Financial Corporation Docket/Case Number 0800381 2010-07-12 State of Illinois Allegation that LPL failed to detect role of one of its representatives in the sale of participations in oil and gas projects. Matter resulted in a $300,000.00 fine and restitution of $167,796.00 LPL Financial Corporation Docket/Case Number: AP-10-16 2010-08-11 State of Missouri Matter involved sale of variable annuity contract in which representative allegedly misunderstood how a rider operated. Matter resulted in a censure and $37,540.00 in total for fine, restitution and interest. false true UVEST Consent Order 2004-10-07 State of Florida Office of Financial Regulation Matter arose from allegations that UVEST operated twelve branch offices without properly registering them with the Office of Regulations. The order resulted in a fine of $29,000 UVEST Consent Order 2005-12-15 State of Florida Financial Regulation The matter arose from allegations that UVEST operated six branch offices without properly registering them with the Office of Financial Regulations The order resulted in a fine of $30,000 LPL Order 2006-06-28 State of Texas Involved allegations with LPL failed to timely update its Form BD to reflect the use of other business names in connection w/securities activity by certain LPL branch offices in TX The order resulted in a reprimand and a fine in the amount of $10,000 MSC 2665-S-5/00 2000-06-02 State of FL, Dept. of Banking and Finance, Div of Securities Allegations involved operating a branch location within the state of FL without the benefit of proper registration. The matter resulted in a cease and desist and fine of $5,000. LPL Financial Corporation SEU-2007-73 2009-08-18 State of Hawaii Allegation of failure to disclose to clients material information in connection with the offer, sale or purchase of securities. Consent agreement resulted in an administrative penalty of $10,000. LPL Financial Corporation (LPL) Case No. SEC-2009-46 2009-10-26 Montana Office of the State Auditor, Commissioner of Securities and Insurance Allegations that LPL failed to reasonably supervise a registered representative. Consent order resulted in LPL agreeing to pay restitution of $1,144,416.51 and a fine to the State of MT of $150,000. LPL Financial Corporation Docket/Case No. 2010-AH-012 2009-12-08 Kentuck Division of Securities Allegation that LPL paid advisory compensation to an agent who was not qualified and was not registered as an investment advisor representative. $4,000 fine. LPL Financial Corporation Docket/Case No. 0800381 2010-07-12 State of Illinois Allegation that LPL failed to detect role of one of its representatives in the sale of participations in oil and gas projects. Matter resulted in a $300,000 fine and restitution of $167,796. LPL Financial LLC Case No. 1000096 2011-10-24 State of Illinois Allegation that LPL failed to supervise a registered representative. Matter resulted in $1,885,000.00 restitution to customers. LPL Financial LLC Case No. 2009-10-06 2011-12-06 State of Pennsylvania Allegation that LPL failed to supervise two registered representatives. Matter resulted in $59,092.52 fine for investigative costs. LPL Financial LLC Case No. S-07-0001-2 2011-11-08 State of Oregon Allegation that LPL failed to supervise OSJ managers transactions. Matter resulted in $100,000.00 fine. false false false true PLFS NASD action 1980-06-04 NASD District 2 Business Conduct Committee Allegations involved failure to supervise branch office for use of stationary and business cards and failure to use name of PLFS on front door of branch office in a phone book Fine of $500 LPL Acceptance, Waiver and Consent 2003-02-13 NASD The matter arose out of a representatives unauthorized participation/postings on electronic bulletin boards The AWC resulted in a fine of $5,000 and an undertaking to revise LPLs written supervisory procedures concerning communications with the public via electronic media. LPL Acceptance, Waiver and Consent 2003-03-27 NASD The matter arose from an error in reporting 23 transactions in FIPS securities within five minutes after execution. The AWC resulted in a fine of $5,000. LPL Consent 2004-02-12 NASD Action involved allegations related to application of mutual breakpoints for eligible customers on purchases of front-end load mutual funds. LPL was censured and fine $2,232,805 and made various other undertakings to the NASD. LPL Acceptance, Waiver and Consent 2004-10-11 NASD The matter involved allegations related to two municipal bond liquidations. AWC resulted in censure and fine of $5000, restitution of $4,662, and undertaking to review written supervisory procedures related to determining FMV of municipal securities. LPL Acceptance, Waiver and Consent 2004-11-30 NASD The matter arose out of LPLs alleged late filing of amendments to Form U4 (Question 14) and Form U5 (Question 7) from January 2002 through March 2004. The AWC resulted in a censure, fine in the amount of $450,000.00 and various undertakings by LPL LPL Acceptance, Waiver and Consent 2005-06-08 NASD The matter arose out of LPLs acceptance of directed brokerage payments from mutual fund companies The AWC resulted in a fine of $3,602,398 LPL Acceptance, Waiver and Consent 2005-11-14 NASD Allegations were that LPL failed to establish, maintain and enforce reasonable system of procedures to supervise activities of registered persons in connection w/wire transfers. AWC resulted in a censure and fine of $75,000 LPL Acceptance, Waiver and Consent 2005-12-19 NASD Matter arose out of allegations related to recommendations to customers for the purchase of mutual fund Class B and C shares. The AWC resulted in a fine of $2,400,000.00 LPL Acceptance, Waiver and Consent 2006-01-06 NASD The matter arose out of allegations related to violations of NASD rules regarding the termination of research coverage of subject companies. The matter resulted in a fine of $5,000. LPL Acceptance, Waiver and Consent 2006-12-21 NASD Allegations were that during a period, LPL failed to establish, maintain and enforce adequate supervisory system reasonably related to variable annuity exchange business. The AWC resulted in various undertakings by LPL. UVEST Acceptance, Waiver and Consent 2001-10-01 NASD The matter arose out of allegations that UVESTs quarterly focus report was received one day late of the filing deadline. The AWC resulted in a fine in the amount of $1,000. UVEST Acceptance, Waiver and Consent 2005-05-09 NASD The matter arose out of allegations that UVEST failed to preserve and supervise electronic communications in accordance with SEC and NASD rules. The AWC resulted in a censure and fine in the amount of $80,000. UVEST Acceptance, Waiver and Consent 2006-07-31 NASD The matter arose out of allegations that UVEST failed to report to TRACE transactions in TRACE-Eligible securities. The AWC resulted in a censure and fine in the amount of $20,000. Philadelphia Corporation for Investment Services (PCIS) Acceptance, Waiver and Consent 2006-02-01 NASD Allegations were during period 3 municipal security transactions and 11 transactions in TRACE eligible securities were not reported accurately. The AWC resulted in a fine of $5,000. PCIS is no longer registered as a b-d or investment adviser. LPL Acceptance, Waiver and Consent 2007-04-17 NASD Allegations were that LPL failed to timely amend representatives Forms U4 with material information. The AWC resulted in a fine of $5,000. Associated Securities Corp. (ASC) Acceptance, Waiver and Consent 2006-10-26 NASD Allegations were that during time period ASC violated NASD rule 6230(B) for failing to report Trace eligible securities and for having deficient WSPs regarding Trace reporting. The AWC resulted in a fine of $15,000. MSC CHI-813-AWC 1985-08-01 NASD Allegations involved the late filing of focus report part I. The matter resulted in a letter of caution and a fine in the amount of $100. MSC AWC-C050100 2001-12-05 NASD Allegations involved MSCs written supervisory procedures with respect to the sale of variable products during a period of time. The AWC resulted in a fine of $35,000. MSC EAF04008300 2005-08-16 NASD Allegations involved violations of NASD Conduct Rules 2830(k) and 2110. AWC resulted in a censure and fine in the amount of $1,300,000. UVEST E072005012701 2007-09-06 FINRA Allegations involved AML compliance program, branch inspections, supervision of outside securities accounts, customer complaint reporting and Form U-4/U-5 amendments. AWC resulted in a censure and fine in the amount of $39,000. UVEST Docket No. 200600556502 2007-11-06 FINRA Alleged violations of Rules 2110 and 3010(a) re: alleged failure to take appropriate and timely action to ensure falsified IRA adoption agreements were corrected. AWC resulted in a censure and fine in the amount of $50,000. IFMG E9B2004007201 2005-12-16 NASD Allegations involved failure to comply with NASD Rules 3011(A) and 3011(B). Violation of MSRB Rule G-41. AWC resulted in a censure and fine in the amount of $10,000. IFMG N/A 1987-06-18 NASD Allegations involved violation of interpretation of free-riding and withholding. Order resulted in a censure and fine of $15,000 (including disgorgement of $9,350). SCA Development, Inc. (SCA) NASD 2002-05-07 C05020022 Allegations involved violations of SEC Rule 15c2-4 and NASD Rule 2110. AWC resulted in a censure and fine of $10,000. SCA C05980053 1999-01-19 NASD Allegations involved violations of NASD Rules 2110 and 3010. AWC resulted in a censure and fine of $20,000. MSC EAF040063001 2009-02-02 FINRA Alleged violation of NASD Conduct Rules 2110, 3110, 3010A, B, C, 8210 and Exchange Act Rules 17a-3 and 17a-4. MSC fined $1,535,000 and ordered to pay $19,846 in hearing costs. LPL Financial Corporation (LPL) Docket/Case No. 2008013716201 2009-09-04 FINRA Allegations involved failure to comply with MSRB Rule G-14. AWC resulted in a fine to LPL of $5,000. LPL Financial LLC Docket/Case No. 2009016570001 2011-01-20 FINRA Allegations involved review of e-mails. Resulted in a censure and fine of $100,000. LPL Financial LLC Docket/Case No. 2009016922702 2011-01-20 FINRA Allegations involved review of procedures on transmittal of cash and securities from customer accounts to third party accounts. Resulted in a censure and fine of $100,000 LPL Financial LLC Docket/Case No. 2007011340401 2011-01-06 FINRA Allegations involved LPL did not use reasonable diligence to ascertain best inter-dealer market and failed to buy or sell in such market so that the resulting price to customers was as favorable as possible. Resulted in a censure and fine of $20,000 LPL Financial LLC Docket/Case No. 2009017682701 2010-12-22 FINRA Allegations involved procedures on supervision of variable annuity exchanges. Resulted in a censure and fine of $175,000 LPL Financial LLC Docket/Case No. E062004027401 2008-06-03 FINRA Allegations involved failure to supervise a registered representative in connection with his/her use of strategies, marketing materials and appropriateness of investments. Resulted in a censure and fine of $125,000 LPL Financial LLC Docket/Case No. 2010021545201 2011-06-08 FINRA Allegations involved procedures on supervision of advertising/public appearances AWC resulted in a fine of $25,000 LPL Financial LLC Case No. 2010024975401 2012-06-26 FINRA Allegation of trade reporting violation. Matter resulted in censure and $17,000.00 fine. LPL Financial LLC Case No. 2008012537201 2011-07-26 FINRA Allegation of trade reporting violation. Matter resulted in censure and $22,500.00 fine. false false false false true N/A N/A 1989-12-01 N/A A claim for recovery of corporate funds embezzled by an employee (not securities licensed) in the Private Ledger Financial Services Accounting Department. Claim was paid in late 1989 by the National Union Fire Insurance Company. N/A N/A 2006-12-01 N/A Claim for recovery of customer funds misappropriated by a registered representative of LPL. Claim was paid during 2004 through 2006 by Zurich American. N/A N/A 2007-07-27 N/A Claim of misappropriation of funds by former registered representative of LPL. Claim of $50,000 was paid on July 27, 2007 by Zurich. false Greg M. Woods Executive Vice President, Deputy General Counsel 617-423-3644 2012-08-29