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- S-1/A IPO registration
- 1.1 Form of Initial Purchaser Agreement
- 4.1 Form of Amended & Restated Declaration of Trust & Trust Agmt. of the Registrant
- 4.2 Form of Amend. & Restated Declaration of Trust and Trust Agrmt. of the Co-reg.
- 4.3 Form of Participant Agreement
- 5.1 Opinion of Richards, Layton & Finger As to Legality
- 8.1 Opinion of Sidley Austin LLP As to Income Tax Matters
- 10.1 Form of Customer Agreement
- 10.2 Form of Administration Agreement
- 10.3 Form of Global Custody Agreement
- 10.4 Form of Transfer Agency and Service Agreement
- 10.5 Form of Distribution Services Agreement
- 10.6 Form of Marketing Agreement
- 23.1 Consent of Sidley Austin LLP
- 23.3 Consent of Sidley Austin LLP As Tax Counsel
- 23.4 Consent of KPMG LLP
- CORRESP Corresp
Exhibit 23.1
CONSENT OF COUNSEL
We hereby consent to the reference to us in the Prospectus constituting part of this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, under the captions “The Risks You Face – (22) Shareholders of each Fund Will Be Subject to Taxation on Their Share of the Corresponding Master Fund’s Taxable Income, Whether or Not They Receive Cash Distributions; (23) Items of Income, Gain, Deduction, Loss and Credit with respect to Shares of a Fund could be Reallocated if the IRS does not Accept the Assumptions or Conventions Used by its Corresponding Master Fund in Allocating Master Fund Tax Items; and (24) The Current Treatment of Long-Term Capital Gains Under Current U.S. Federal Income Tax Law May Be Adversely Affected, Changed or Repealed in the Future,” “Material U.S. Federal Income Tax Considerations” and “Legal Matters.”
New York, New York | /s/ Sidley Austin LLP | |||
December 14, 2006 | Sidley Austin LLP |