# EXHIBIT 45
# Code of Conduct 2007 - Senior AFFIRMATION RECORD
2007 Code Affirmation. The following is a copy of the affirmation text that was displayed online to employees when they affirmed on me TRACS system during the 2007 annual reporting cycle (February 2007 to April 2008)

I hereby affirm that I have read. understand. and am in compliance with the provisions of tne JPMorgan Cnase Code of Conduct. I also affirm that i am in compliance with any supplemental policies that apply to me, including without limitation any supplemental personal investment policies

I understand mat Me Code is updated periodically as necessary, and That the most current version is posted on ine JPMorgan Chase Intranet. : agree, as a Condition of my employment to comply with the Code and me supplemental policies that apply to me, all as amended from erne to time

I acknowledge mat I am a Senior-Level Employer for purposes of me Code and supplemental policies. As such

• I am required to discuss any planned transactions in "Morgan Chase securities, for my own account or that of any of my employee-associated accounts, with a supervisor in advance. I agree to abide by this requirement.

I nave certain responsleilffies that will continue after my employment with the firm terminates, Including restrictions on hiring or soliciting me firm's employees and soliciting the firm's customers. I agree to abide by those responsibilities after my employment terminates.

if you are an employee in an area that requires preclearance of personal securities transactions and:or maintenance of your employee and employee-associated accounts with a designated broker, you further certify the following:

To Me extent required by personal trading policies and procedures applicable to me'

- all secunties transactions for my own account, or for any of my employee-associated accounts, are being pre-cleared by Compliance, and

- all of my employee and employee-associated accounts are maintained with a designated broker or will be moved to a designated broker within the applicable time period, except for any accounts tnat nave oeen granted a written exemption by Compliance.

• A Senior-Level Employee is any employee whose (a) annual best salary rate is US\$150,000 (or the local currency equivalent) or higher, OR (DI annual total cash compensation is USS250.000 for the local currency equivalent) or higher. Annual total cash compensation means the employee's annual ease salary rate plus yob/shift differentials as of the last preceding August 1, plus cash earnings under any incentive plans or programs (e.g.. annual bonus, commissions. draws, overrides, and special recognition payments or Incentives) that are paid to or deferred by the employee during the 12-month period ending the last preceding July 31 It does not include overtime pay (For US employees, annual total cash compensation is the same as benefits pay for medical purposes. as shown in the employee's last annual benefits enrollment materials.)

Standard la U093791

Name, Staley. James

Department IB EXEC 2

Affirmation Date: 21 Jun 2007

A CODE AFFIRMATION BY THE ABOVE-NAMED EMPLOYEE WAS RECEIVED BY THE OFFICE OF THE SECRETARY