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###### Securities and Exchange Commission

          - [Release No. 34-64173; File No. SR-CHX-2011-02]

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that on March 24, 2011, the Chicago Stock Exchange, Inc. (“CHX” or “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. CHX has filed the proposal pursuant to Section 19(b)(3)(A) of the Act [3]                                          and Rule 19b-4(f)(2) thereunder,[4]                                          which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.                

## I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

                    The CHX proposes to amend its Schedule of Participant Fees and Assessments (the “Fee Schedule”), effective March 24, 2011, to alter its schedule of fees for Participants to repeal the Trade Processing Fee credit currently paid to institutional brokers. The text of this proposed rule change is available on the Exchange's Web site at                     *http://www.chx.com/​rules/​proposed_​rules.htm,*                     and in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549.                

## II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

                    In its filing with the Commission, the CHX included statements concerning the purpose of and basis for the proposed rule changes and discussed any comments it received regarding the proposal. The text of these statements may be examined at the places specified in Item IV below. The CHX has prepared                           ( print page 19819)                        summaries, set forth in sections A, B and C below, of the most significant aspects of such statements.                

### A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

#### 1. Purpose

                    Through this filing, the Exchange is proposing to alter its schedule of fees for Participants to repeal the Trade Processing Fee credit currently paid to institutional brokers. The Trade Processing Fee credit is a credit paid to CHX institutional brokers based upon the amount of Trade Processing Fees [5]                                          collected by the Exchange from the parties to a non-tape, clearing-only submission.                

Currently, the Fee Schedule provides for a Trade Processing Fee credit of 4% per side of the Trade Processing Fees received by the Exchange paid to the originating broker, plus 12% of the Trade Processing Fees received by the Exchange paid to the broker of credit, for the portion(s) of the transaction handled by the broker of credit. The Exchange proposes to eliminate the Trade Processing Fee credit currently paid to institutional brokers while retaining the Trade Processing Fee charge to Participants for this service. The Exchange plans, under a different rule filing, to propose rules relating to non-tape, clearing-only submissions and does not believe that it is appropriate to consider providing credits associated with Trade Processing Fees until these rules have been submitted to, and approved by, the Commission.

#### 2. Statutory Basis

                    The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act [6]                                          in general, and furthers the objectives of Section 6(b)(4) of the Act [7]                                          in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among its members. The Exchange plans, under a different rule filing, to propose rules relating to non-tape, clearing-only submissions and does not believe that it is appropriate to consider providing credits associated with Trade Processing Fees until these rules have been submitted to, and approved by, the Commission.                

### B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.

### C. Self-Regulatory Organization's Statement on Comments Regarding the Proposed Rule Change Received From Members, Participants or Others

No written comments were either solicited or received.

## III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act [8]                                          and subparagraph (f)(2) of Rule 19b-4 thereunder [9]                                          because it establishes or changes a due, fee, or other charge applicable only to a member imposed by the self-regulatory organization. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.                

## IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

### Electronic Comments

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                
    - Send an e-mail to rule-comments@sec.gov . Please include File Number SR-CHX-2011-02 on the subject line.                

### Paper Comments

    - Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-CHX-2011-02. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (                    *http://www.sec.gov/​rules/​sro.shtml*). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make publicly available. All submissions should refer to File Number SR-CHX-2011-02 and should be submitted on or before April 29, 2011.                                    

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10

Cathy H. Ahn,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             15 U.S.C. 78s(b)(3)(A).                    
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4.                             17 CFR 240.19b-4(f)(2).                    
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5.                             Section E.7. of the CHX Schedule of Fees and Assessments.                    
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6.                             15 U.S.C. 78f.                    
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7.                             15 U.S.C. 78f(b)(4).                    
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8.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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9.                             17 CFR 240.19b-4(f)(2).                    
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10.                             17 CFR 200.30-3(a)(12).                    
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[FR Doc. 2011-8373 Filed 4-7-11; 8:45 am]

BILLING CODE 8011-01-P