Exhibit 23.3
CONSENT OF TAX COUNSEL
We hereby consent to the filing of our opinion as Exhibit 8.1 to this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 and to all references to our Firm included or made a part of this Post-Effective No. 1 to the Registration Statement. In addition, we hereby consent to the discussion of our opinion in the Prospectus constituting part of this Post-Effective Amendment No. 1 to the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations.”
| New York, New York | /s/ Sidley Austin LLP | |||||
| October 5, 2007 | Sidley Austin LLP |
