Re: Rule 17f-5 (“Rule 17f-5”) and Rule 17f-7 (“Rule 17f-7”) Under the Investment Company Act of 1940 (the “1940 Act”)

Exhibit 28.g.2

Fairholme Funds, Inc.

0000 Xxxxxxxx Xxxxxxxxx, 0^xx Xxxxx

Xxxxx, Xxxxxxx 00000

The Bank of New York Mellon

000 Xxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Re: Rule 17f-5 (“Rule 17f-5”) and Rule 17f-7 (“Rule 17f-7”) Under the Investment Company Act of 1940 (the “1940 Act”)

Dear Sirs:

This letter agreement (“Agreement”) relates to The Bank of New York Mellon (“BNYM”) serving as the Foreign Custody Manager with respect to the portfolios of Fairholme Funds, Inc. (the “Company”) set forth on Exhibit A hereto (each such portfolio a “Fund” and collectively the “Funds”) and to BNYM providing certain analysis to each Fund with respect to certain foreign securities depositories and foreign clearing agencies. The date of this Agreement is May 9, 2011.

1. Rule 17f-5

1.1. With respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) in such jurisdictions as BNYM and the Company may agree from time to time, the Company hereby delegates to BNYM and BNYM hereby accepts the delegation to it, of the obligation to serve as each Fund’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)). As Foreign Custody Manager, BNYM shall:

a. select “Eligible Foreign Custodians” (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and place and maintain each Fund’s Foreign Assets with such Eligible Foreign Custodians;

b. in selecting an Eligible Foreign Custodian, first determine that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv);

c. enter into a written contract with each Eligible Foreign Custodian selected by BNYM hereunder;

d. determine that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, which determination shall be based on the standards applicable to custodians in the relevant market and BNYM’s consideration of all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2);

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e. provide written reports (i) notifying the Company’s Board of Directors (the “Board”) of the placement of each Fund’s Foreign Assets with a particular Eligible Foreign Custodian at such times as the Board deems reasonable and appropriate, but not less often than quarterly, and (ii) promptly notifying the Board of any material change in the arrangements with an Eligible Foreign Custodian; and

f. have established a system to monitor (i) the appropriateness of maintaining a Fund’s Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements with respect to such Eligible Foreign Custodian; it being understood, however, that in the event BNYM shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a Fund’s Foreign Assets reasonable care (as such term is delineated in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, BNYM shall promptly so advise such Fund.

BNYM shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency.

1.2. In acting as a Foreign Custody Manager for a Fund, BNYM shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of such Fund’s Foreign Assets would exercise in each jurisdiction where BNYM acts as Foreign Custody Manager for such Fund hereunder. BNYM shall reimburse and pay each Fund for any loss or damage suffered by the Fund as a result of the performance of BNYM’s duties under this Section 1 where such loss or damage results from an act of negligence or willful misconduct on the part of BNYM hereunder. Notwithstanding anything else in this Agreement, BNYM shall not be liable to a Fund for any indirect, special or consequential damages (regardless of whether BNYM was aware of the possibility thereof) or for any matters relating to reasons or causes beyond BNYM’s reasonable control. BNYM shall be indemnified by a Fund for any damages (including reasonable attorneys’ and accountants’ fees) BNYM may incur in connection with the provision by BNYM of the services set forth in this Section 1 with respect to such Fund (provided BNYM will not be indemnified for damages which are the result of BNYM’s negligence or willful misconduct).

1.3. In acting as a Foreign Custody Manager, BNYM shall not supervise, recommend or advise any Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing Country Risks (as defined below in Section 3.6).

1.4. BNYM is a “U.S. Bank” as such term is defined in Rule 17f-5(a)(7).

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2. Rule 17f-7

2.1.(a) The Company appoints BNYM to provide each Fund (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by BNYM) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by BNYM from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). BNYM shall monitor such custody risks on a continuing basis and in such manner as BNYM deems reasonable, and shall promptly notify each Fund that maintains assets at an applicable foreign securities depository or foreign clearing agency listed on Exhibit B hereto (or its duly-authorized investment manager or investment adviser) of any material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B).

(b) Only an entity that BNYM has determined satisfies the requirements of Rule 17f-7(b)(1) as an “Eligible Securities Depository” (as defined in Rule 17f-7(b)(1)) will be included by BNYM on Exhibit B hereto (as the same may be changed by BNYM from time to time). BNYM shall give each Fund prompt notice of any material change known to BNYM that would adversely affect BNYM’s determination that an entity is an Eligible Securities Depository.

2.2. In performing its obligations under this Section 2, BNYM may obtain information from sources BNYM reasonably believes to be reliable, but BNYM does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. BNYM’s obligations under this Section 2 do not include any evaluation of Country Risks. BNYM is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories.

2.3. The Funds acknowledge that they may maintain assets only at the foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by BNYM from time to time). If a Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this Agreement is entered into) or a Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will serve as the Fund’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. The decision to use a particular foreign securities depository or foreign clearing agency is a Fund responsibility.

2.4. BNYM shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. BNYM shall reimburse and pay each Fund for any loss or damage suffered by the Fund as a result of the performance of BNYM’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of BNYM hereunder. Notwithstanding anything else in this Agreement, BNYM shall not be liable to a Fund for any indirect, special or consequential damages (regardless of whether BNYM was aware of the possibility thereof) or for any matters relating to reasons or causes beyond BNYM’s reasonable control. BNYM shall be indemnified by a Fund for any damages (including reasonable attorneys’ and accountants’ fees) BNYM may incur in connection with the provision by BNYM of the services set forth in this Section 2 with respect to such Fund (provided BNYM will not be indemnified for damages which are the result of BNYM’s negligence or willful misconduct).

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3. General

3.1. Notwithstanding the provisions of any other arrangements between BNYM and the Company or otherwise, each Fund hereby agrees that assets may be maintained with any Eligible Foreign Custodian referred to in Section 1.1 above and any foreign securities depository or foreign clearing agency which is acceptable to it as referenced in Section 2.3 above (without the need to comply with any notice or consent or other requirements which may be set forth in any such arrangements).

3.2. This Agreement shall terminate simultaneously with the termination of the custody agreement between BNYM and the Company dated January 14, 2009, and may otherwise be terminated by either party upon giving the other party written notice of such termination. Such written notice shall include the effective date of such termination (which shall be not less than thirty (30) days after the date of such notice). Indemnification obligations set forth in this Agreement shall survive termination of this Agreement.

3.3. This Agreement shall apply only to the Funds on Exhibit A hereto (as the same may be amended from time to time on written agreement of BNYM and the Company).

3.4. For the services provided with respect to the Funds pursuant to this Agreement, each Fund shall pay such compensation as agreed in a separate writing by BNYM and the Company.

3.5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. Each party hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

3.6. For purposes of this Agreement, “Country Risks” means systematic risks of holding assets in a particular country, including but not limited to (a) such country’s financial infrastructure, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) regulation of the banking or securities industry (provided that, for purposes of BNYM’s obligations under Section 2 above, to the extent required by Rule 17f-7 the extent and quality of regulation and independent examination of a particular foreign securities depository or foreign clearing agency is not included in the term “Country Risks”), (e) currency controls, restrictions, devaluations or fluctuations and (f) market conditions which affect the orderly execution of securities transactions or affect the value of assets.

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If the foregoing corresponds to your understanding of our agreement, please indicate your acceptance by signing below.

Very truly yours,

THE BANK OF NEW YORK MELLON
By:		/s/ Xxxxx XxXxxxxxx
Name:		Xxxxx XxXxxxxxx
Title:		Managing Director

Agreed and Accepted:

FAIRHOLME FUNDS, INC.
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Compliance Officer

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Exhibit A

List of Funds

The Xxxxxxxxx Xxxx

The Fairholme Focused Income Fund

The Fairholme Allocation Fund

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Exhibit B

Eligible Depositories

Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 00x-0
Xxxxxxxxx		Caja de Valores S.A.		There has been no major change since our last review.		Yes
		Central de Liquidacion y Registracion de Instrumentos de Endeudamiento Publico (CRYL)		There has been no major change since our last review.		Yes
Australia		ASX Settlement and Transfer Corporation Pty Ltd		There has been no major change since our last review.		Yes
		Austraclear Limited		There has been no major change since our last review.		Yes
Austria		Oesterreichische Kontrollbank AG (OeKB)		There has been no major change since our last review.		Yes
Bahrain		The Clearing, Settlement and Central Depository (CSD)		There has been no major change since our last review.		Yes
Bangladesh		Central Depository Bangladesh Limited		There has been no major change since our last review.		Yes
Belgium		Euroclear Belgium		There has been no major change since our last review.		Yes
		Banque Nationale de Belgique / Nationale Bank van België		There has been no major change since our last review.		Yes
Benin		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Bermuda		Bermuda Securities Depository (BSD)		There has been no major change since our last review.		Yes
Botswana		The Bank of Botswana		There have been no major changes since our last review.		Yes
		Central Securities Depository Company of Botswana Limited (CSDB)		There have been no major changes since our last review.		Yes
Brazil		BM&FBOVESPA – Central Securities Depository		There has been no major change since our last review.		Yes
		Central de Custodia e Liquidacao Financeira de Titulos - CETIP		There has been no major change since our last review.		Yes
		Sistema Especial de Liquidacao e de Custodia (SELIC)		There has been no major change since our last review.		Yes
Bulgaria		Tzentralen Depozitar AD (CDAD)		There has been no major change since our last review.		Yes
		Bulgarian National Bank (BNB)		There has been no major change since our last review.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 17f-7
Burkina Faso		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Canada		The Canadian Depository for Securities (CDS)		There has been no major change since our last review.		Yes
Chile		Depósito Central de Valores S.A.		There has been no major change since our last review.		Yes
China – Shanghai		China Securities Depository and Clearing Corporation Ltd Shanghai Branch		There has been no major change since our last review.		Yes
China – Shenzhen		China Securities Depository and Clearing Corporation Ltd Shenzhen Branch		There has been no major change since our last review.		Yes
Colombia		Deposito Centralizado de Valores de Colombia DECEVAL S.A.		There has been no major change since our last review.		Yes
		Depósito Central de Valores (DCV)		There has been no major change since our last review.		Yes
Costa Rica		Central de Valores, S.A.		There has been no major change since our last review.		Yes
Croatia		Središnje klirinško depozitarno društvo, d.d.		On August 3, 2009, the SKDD increased the limit applicable to contractual settlement to HRK 10 million.		Yes
Cyprus		Central Securities Depository & Central Registry (CDCR)		Since January 2, 2009, income and corporate events entitlements are based on settled (i. o. traded) positions on record date. On November 21, 2009, the Central Securities Depository & Central Registry (CDCR) successfully connected to the Link-Up Markets infrastructure.		Yes
Czech Republic		Středisko Cenných Papírů (SCP)		There has been no major change since our last review.		Yes
		Czech National Bank (CNB)		There has been no major change since our last review.		Yes
Denmark		VP SECURITIES A/S		On March 16, 2009, the CSD Vaerdipapircentralen A/S changed its name to VP SECURITIES A/S and moved to new premises. On March 30, 2009, VP SECURITIES A/S successfully connected to the Link-Up Markets infrastructure. On October 9, 2009, mandatory Central Counterparty (CCP) clearing services for on-exchange trades were introduced. Pursuant to this change, new buy-in rules and partial settlement during the last batch (batch 40) have been introduced for CCP-eligible transactions.		Yes
Egypt		Misr for Central Clearing, Depository and Registry (MCDR)		There has been no major change since our last review.		Yes
		Central Bank of Egypt		There has been no major change since our last review.		Yes
Estonia		AS Eesti Väärtpaberikeskus		There has been no major change since our last review.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 17f-7
Euromarket		Clearstream Banking S.A. Luxembourg		There has been no major change since our last review.		Yes
		Euroclear Bank Brussels		For certain types of instructions, Euroclear Bank has removed the overnight input deadline and extended its automatic real-time processing window.		Yes
Finland		Euroclear Finland Oy		A new mandatory CCP and buy-in procedures have been introduced for on-exchange trades.		Yes
France		Euroclear France		There has been no major change since our last review.		Yes
Germany		Clearstream Banking AG, (CBF)		On April 27, 2009, CBF introduced TARGET2 cash clearing in the day-time settlement process and a new CONT-SDS free-of-payment settlement cycle. Since September 2009, DVP cross border settlement of OTC transactions in Austria, Denmark, Germany and Switzerland has been possible through CBF’s connection to Link Up Markets. On November 9, 2009, CBF introduced the matching of free-of-payment OTC settlement instructions.		Yes
Ghana		Bank of Ghana		Trading and settlement of government securities now takes place on the OTC market.		Yes
		GSE Securities Depository Company LTD		This is the first review for this CSD.		Yes
Greece		Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry (HELEX)		On June 29, 2009, HELEX successfully connected to the Link-Up Markets infrastructure. Several technical improvements for the settlement of OTC trades were introduced on June 29, 2009, including matching cycles every 15 minutes, a hold and release mechanism, the possibility to bilaterally cancel matched trades, additional instruction fields and the availability of additional transaction details through the CSD system. On November 2, 2009, the “Supplementary Fund” changed into the “Clearing Fund”, with a transfer of all members contributions; a more favorable daily risk calculation algorithm was introduced and a credit line for the Clearing Fund arranged with local banks in order to reduce the contributions of the clearing members.		Yes
		Trapeza tis Hellathos (Bank of Greece)		Since July 6, 2009, BrokerTec implemented a direct link with BOGS (the Bank of Greece Settlement System), thereby operating under the same model as EuroMTS. Since November 2, 2009, failing trades (with the exception of Repo and buy-sell back trades) are recycled for ten consecutive days; and additional information concerning shortages of cash or securities, alleged transactions and matching statuses, as well as the original contractual settlement date are available through the BOGS and HDAT systems.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 17f-7
Guinea Bissau		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Hong Kong		Hong Kong Securities Clearing Company Limited		There has been no major change since our last review.		Yes
		Central Moneymarkets Unit		There has been no major change since our last review.		Yes
Hungary		Központi Elszámolóház és Értéktár (Budapest) Zrt. (KELER)		There has been no major change since our last review.		Yes
Iceland		Verðbréfaskráning Íslands hf. (VS)		There has been no major change since our last review.		Yes
India		National Securities Depository Limited		Effective December 1, 2009, all corporate bond trades are required to be cleared and settled through the clearing houses.		Yes
		Reserve Bank of India		There has been no major change since our last review.		Yes
		Central Depository Services (India) Limited		Effective December 1, 2009, all corporate bond trades are required to be cleared and settled through the clearing houses.		Yes
Indonesia		PT Kustodian Sentral Efek Indonesia (KSEI)		There has been no major change since our last review.		Yes
		Bank Indonesia (BI)		Bank Indonesia has indicated that based on BI regulation No. 10/2/PBI/2008, it does not guarantee settlement and does not accept liability for reconciliation errors with the registrar and/or issuers, and force majeure events, acts of God or political events, etc.		Yes
Ireland		Euroclear UK & Ireland Limited		There has been no major change since our last review.		Yes
Israel		The Tel Aviv Stock Exchange Ltd. – The Stock Exchange Clearing House Ltd. (TASECH)		There has been no major change since our last review.		Yes
Italy		Monte Titoli S.p.A.		There has been no major change since our last review.		Yes
Ivory Coast		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Japan		The Bank of Japan (BOJ)		There has been no major change since our last review.		Yes
		Japan Securities Depository Center, Inc (JASDEC)		There has been no major change since our last review.		Yes
Jordan		Securities Depository Center		There has been no major change since our last review.		Yes
Kazakhstan		The Central Securities Depository JSC (CSD)		The CSD no longer maintains a reserve fund to cover operational losses. Any such losses would be covered from the net income or capital of the CSD.		Yes
Kenya		The National Debt Office		Government bonds are now traded on the Automated Trading System of the Nairobi Stock Exchange which is linked to the National Debt Office		Yes
		The Central Depository and Settlement Corporation Ltd (CDSC)		There has been no major change since our last review.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 00x-0
Xxxxxx		Xxxxxx Clearing Company S.A.K. (KCC)		There has been no major change since our last review.		Yes
Latvia		Latvijas Centralais Depozitarijs		There has been no major change since our last review.		Yes
Lebanon		Midclear - Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East		There has been no major change since our last review.		Yes
		Banque du Liban (BOL)		There has been no major change since our last review.		Yes
Lithuania		Lietuvos centrinis vertybinių popierių depozitoriumas (CSDL)		There has been no major change since our last review.		Yes
Luxembourg		Clearstream Banking S.A.		There has been no major change since our last review.		Yes
Malaysia		Bank Negara Malaysia		BNM has outsourced the operation of its depository system to MyClear, which is a fully owned subsidiary of BNM.		Yes
		Bursa Malaysia Depository Sdn Bhd		There has been no major change since our last review.		Yes
Mali		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Malta		Central Securities Depository, Malta Stock Exchange plc		There has been no major change since our last review.		Yes
Mauritius		Bank of Mauritius		There has been no major change since our last review.		Yes
		Central Depository & Settlement Co. Ltd		There has been no major change since our last review.		Yes
Mexico		S.D. Indeval, S.A. de C.V. (Indeval)		There has been no major change since our last review.		Yes
Morocco		Maroclear		There has been no major change since our last review.		Yes
Netherlands		Euroclear Nederland		There has been no major change since our last review.		Yes
New Zealand		The New Zealand Central Securities Depository Limited		There has been no major change since our last review.		Yes
Niger		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Nigeria		Central Securities Clearing System Ltd		There has been no major change since our last review.		Yes
Norway		Verdipapirsentralen ASA		The financial regulatory authority changed its name from Kredittilsynet to Finanstilsynet on December 21, 2009.		Yes
Oman		Muscat Depository & Securities Registration Company (MDSRC)		There has been no major change since our last review.		Yes
Pakistan		The State Bank of Pakistan (SBP)		There has been no major change since our last review.		Yes
		Central Depository Company of Pakistan Limited		There has been no major change since our last review.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 17f-7
Palestinian Autonomous Area		Clearing, Depository and Settlement Department		There has been no major change since our last review.		Yes
Peru		CAVALI S.A. ICLV		There has been no major change since our last review.		Yes
Philippines		Philippine Depository Trust Company		A new web-based depository system known as eCS was implemented in June 2009.		Yes
		The Bureau of Treasury		There has been no major change since our last review.		Yes
Poland		Register of Securities (RoS) (Centralny Rejestr Bonow Skarbowych)		There has been no major change since our last review.		Yes
		Krajowy Depozyt Papierow Wartosciowych (NDS)		The NDS has taken out insurance coverage for fidelity, operational errors, errors and omissions and computer fraud.		Yes
Portugal		Interbolsa (Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)		There has been no major change since our last review.		Yes
		Banco de Portugal (Bank of Portugal)		On March 2, 2009, SPGT, the national large value RTGS payment system, was replaced by TARGET2-PT.		Yes
Qatar		Central Clearing and Registration Department		In June 2009, the Qatar Exchange (QE) replaced the Doha Securities Market (DSM).		Yes
Romania		Depozitarul Central S.A.		There has been no major change since our last review.		Yes
		National Bank of Romania (NBR)		There has been no major change since our last review.		Yes
Russia		The National Depository Center		The NDC restructured itself as a closed joint-stock company in August 2009.		Yes
Saudi Arabia		Saudi Arabia Monetary Agency		There has been no major change since our last review.
Senegal		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Serbia		Centralni registar depo i kliring hartija od vrednosti (Central Securities Depository & Clearing House - CRHoV)		There has been no major change since our last review.		Yes
Singapore		The Central Depository (Pte) Ltd.		On August 21, 2009, the earmarking of securities for On Exchange Free of Payment (FOPT) transactions was introduced. On November 20, 2009, a uniform cut-off time of 12 p.m. on SD was introduced for DVP and FOP settlement in PSMS. Effective December 14, 2009, the buy-in on failed deliveries occur on TD+3 (SD), instead of on T+4 (SD+1). On November 20, 2009, an interim measure was introduced to exempt buy-ins and related penalties on failed deliveries due to securities borrowing and lending recalls.		Yes
		The Monetary Authority of Singapore (MAS)		There has been no major change since our last review.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 00x-0
Xxxxxx Xxxxxxxx		Centrálny depozitár cenných papierov SR, a. s. (CDCP)		There has been no major change since our last review.		Yes
Slovenia		Centralna Klirinško Depotna Xxxxxx x.x. (KDD)		There has been no major change since our last review.		Yes
South Africa		Share Transactions Totally Electronic Limited (STRATE)		The money market instruments platform is being implemented.		Yes
South Korea		Korea Securities Depository		There has been no major change since our last review.		Yes
Spain		IBERCLEAR (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.)		There has been no major change since our last review.		Yes
Sri Lanka		Central Depository Systems (Pvt) Ltd		There has been no major change since our last review.		Yes
		Central Bank of Sri Lanka		There has been no major change since our last review.		Yes
Sweden		Euroclear Sweden		A new mandatory CCP and buy-in procedures have been introduced for on-exchange trades.		Yes
Switzerland		SIX SIS Ltd		SIX Swiss Exchange Europe Ltd. closed on May 4, 2009.		Yes
Taiwan		Taiwan Depository & Clearing Corporation		There has been no major change since our last review.		Yes
		Central Bank of the Republic of China (Taiwan)		There has been no major change since our last review.		Yes
Thailand		The Thailand Securities Depository Co., Ltd		•        The financial results of the TSD have been consolidated with the SET’s financial statements and the depository no longer publishes separate financial information. •        Since February 15, 2010, the Thailand Clearing House Co. Ltd (TCH) has taken over the role of central counterparty from the TSD for listed equities and fixed income instruments.		Yes
Togo		Dépositaire Central/Banque de Règlement (DCBR)		There has been no major change since our last review.		Yes
Trinidad & Tobago		The Trinidad and Tobago Central Securities Depository Limited (TTCD)		There has been no major change since our last review.		Yes
Tunisia		Société Tunisienne Interprofessionnelle pour la Compensation et les Dépôts de Valeurs Mobilières (STICODEVAM)		There has been no major change since our last review.		Yes
Turkey		Central Registry Agency (CRA) Inc		There has been no major change since our last review.		Yes
		Central Bank of Turkey (CBT)		There has been no major change since our last review.		Yes
Uganda		Bank of Uganda		This is the first review for this CSD.		Yes

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Country / Market		CSD		Major Changes Since Last review		Eligible Securities Depository Under Rule 00x-0
X.X.X.		Xxx Xxxxx Securities Exchange		There has been no major change since our last review.		Yes
		NASDAQ Dubai Limited		There has been no major change since our last review.		Yes
		Dubai Financial Market (DFM)		There has been no major change since our last review.		Yes
Ukraine		The National Bank of Ukraine (NBU)		There has been no major change since our last review.		Yes
		All-Ukrainian Securities Depository		In October 2009, the All-Ukrainian Securities Depository (AUSD) became the successor to the Interregional Securities Union (MFS).		Yes
United Kingdom		Euroclear UK & Ireland Limited		There has been no major change since our last review.		Yes
Uruguay		Banco Central del Uruguay (BCU)		There has been no major change since our last review.		Yes
Venezuela		Caja Venezolana de Valores (CVV)		There has been no major change since our last review.		Yes
		Banco Central de Venezuela (BCV)		There has been no major change since our last review.		Yes
Vietnam		The Vietnam Securities Depository		There has been no major change since our last review.		Yes
Zambia		Lusaka Stock Exchange Central Shares Depository Ltd. (LuSECSD)		A segregated account structure by investor has been adopted at LuSECSD.		Yes
		The Bank of Zambia		There has been no major change since our last review.		Yes

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