Exhibit 23.2

CONSENT OF TAX COUNSEL

We hereby consent to the filing of the form of our opinion as Exhibit 8.1 to this Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 and to all references to our Firm included or made a part of this Pre-Effective Amendment No. 3 to the Registration Statement. In addition, we hereby consent to the discussion of our form of opinion in the Prospectus constituting part of this Pre-Effective Amendment No. 3 to the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations.”

New York, New York	/s / Tannenbaum Helpern Syracuse & Hirschtritt LLP
October 2, 2007	Tannenbaum Helpern Syracuse & Hirschtritt LLP