Exhibit 23.3 CONSENT OF COUNSEL We hereby consent to the reference to us in the Prospectus constituting part of this Post-Effective Amendment No. 3 to Registration Statement on Form S-1, under the captions "Summary - Tax Status of Each Series," "Federal Income Tax Consequences," "Legal Matters" and "Experts." /s/ Sidley Austin LLP New York, New York April 25, 2006