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###### Securities and Exchange Commission

          - [Release No. 34-59714; File No. SR-CHX-2009-03]

                    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 April 1, 2009, Chicago Stock Exchange, Inc. (“CHX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. 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 April 1, 2009, to provide for transaction fees and rebates to Exchange Participants for transactions involving issues priced less than one dollar that occur within the Exchange's Matching System. The text of this proposed rule change is available on the Exchange's website 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                           ( print page 17265)                        may be examined at the places specified in Item IV below. The CHX has prepared 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 would amend its Fee Schedule to provide for transaction and order processing fees and rebates to Exchange Participants for transactions involving issues priced less than one dollar that occur within the Exchange's Matching System.

                    Rule 610(c)(2) of Regulation NMS [3]                                          generally requires that the fees changed by a trading center for execution of an order against a quotation of less than $1.00 per share cannot exceed or accumulate to more than 0.3% of the quotation price per share. In order to comply with the rule, the Exchange proposes to charge a “take” fee equal to 0.30% of the trade value and to pay a “provide” rebate equal to 0.10% of the trade value. Trade value is defined as a dollar amount equal to the price per share multiplied by the number of shares executed. These changes are designed, at least in part, to provide an incentive for Participants to submit single-sided orders involving issues priced less than one dollar to the Matching System for execution. Currently, the Exchange does not charge any fee or pay any rebates in connection with the execution of trades at a price less than one dollar per share.                

#### 2. Statutory Basis

                    The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act [4]                                          in general, and furthers the objectives of Section 6(b)(4) of the Act [5]                                          in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among its members.                

### 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.

### C.  Self-Regulatory Organization's Statement on Comments on 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 [6]                                          and subparagraph (f)(2) of Rule 19b-4 thereunder [7]                                          because it establishes or changes a due, fee, or other charge applicable only to a member imposed by the self-regulatory organization. Accordingly, the proposal is effective upon Commission receipt of the filing. At any time within 60 days of the filing of such rule change, the Commission may summarily abrogate 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 purpose of the Act.                

## 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-2009-03 on the subject line.                

### Paper Comments

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

                    All submissions should refer to File Number SR-CHX-2009-03. 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 inspection and copying 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-2009-03 and should be submitted on or before May 5, 2009.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[8] 

Florence E. Harmon,

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.                             17 CFR 242.610(c)(2)
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4.                             15 U.S.C. 78f.                    
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5.                             15 U.S.C. 78f(b)(4)
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6.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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7.                             17 CFR 240.19b-4(f)(2).                    
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8.                                 17 CFR 200.30-3(a)(12).                        
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 [FR Doc. E9-8429 Filed 4-13-09; 8:45 am]

BILLING CODE 8010-01-P