12.14Annual Compliance Certificate

I have received the Code of Conduct which I have read, been trained in, and fully understand.  I will comply with the Code of Conduct during and after association with the ISO, to the extent required by the Code of Conduct.

I am( ) a Director( ) an Officer( ) an ISO Employee.

a.I have no financial interest in prohibited Securities other than those I still have time to divest or transfer to a blind trustof in accordance with the ISO’s divestiture policy in Section 12.7.2 to this Attachment F (or if I do, I have been granted a hardship exception).

b.I have no other financial or business relationship with a Market Participant that would create a conflict of interest as defined in the Code of Conduct (or if I do, I have been granted a waiver by the ISO Board or compliance officer).

c.Since the date that I last signed a Compliance Certificate, I have complied with the rules and policies contained in the Code of Conduct, except the following matters which I disclose to the management of the ISO (if none, so state):

Signature:                   Date:                     

Name (print):                 Title/Position: